10-12G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

Woodbridge Liquidation Trust
(Exact name of registrant as specified in its charter)

Delaware	36-7730868
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employment Identification No.)
Las Olas Center II 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, Florida	33301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 765-1550

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Class A Liquidation Trust Interests
(Title of Class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company ☒
(Do not check if smaller reporting company)	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  o

Table of Contents

		Page
Item 1.	Business		3
Item 1A.	Risk Factors		17
Item 2.	Financial Information		26
Item 3.	Properties		32
Item 4.	Security Ownership of Certain Beneficial Owners and Management		34
Item 5.	Directors and Executive Officers		35
Item 6.	Executive Compensation		38
Item 7.	Certain Relationships and Related Transactions and Supervisory Board Member Independence		41
Item 8.	Legal Proceedings		43
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		44
Item 10.	Recent Sales of Unregistered Securities		45
Item 11.	Description of Registrant’s Securities to be Registered		45
Item 12.	Indemnification of Directors and Officers		48
Item 13.	Financial Statements and Supplementary Data		49
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		50
Item 15.	Financial Statements and Exhibits		51

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INFORMATION REQUIRED IN REGISTRATION STATEMENT
   
PRELIMINARY NOTE

The Woodbridge Liquidation Trust (the “Trust”) is a Delaware statutory trust. It was formed on February 15, 2019, the effective date (the “Plan Effective Date”) of the First Amended Joint Chapter 11 Plan of Liquidation dated August 22, 2018 of Woodbridge Group of Companies, LLC and Its Affiliated Debtors (the “Plan”). The Trust was formed to implement the terms of the Plan. The Plan was confirmed by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on October 26, 2018 in the jointly administered chapter 11 bankruptcy cases (the “Bankruptcy Cases”) of Woodbridge Group of Companies, LLC and its affiliated chapter 11 debtors (collectively, the “Debtors”), Case No. 17-12560 (BLS).

In this Registration Statement, all beneficial interests in the Trust, including both Class A Liquidation Trust Interests and Class B Liquidation Trust Interests, are collectively referred to as “Liquidation Trust Interests.” However, the only class of securities being registered pursuant to this Registration Statement is the Class A Liquidation Trust Interests.

The material terms of the Plan which relate to holders of Liquidation Trust Interests (the “Interestholders”) are described in this Registration Statement, as well as in the Disclosure Statement for the First Amended Joint Chapter 11 Plan of Liquidation of The Woodbridge Group of Companies, LLC and Its Affiliated Debtors (the “Disclosure Statement”). The Disclosure Statement was approved by the Bankruptcy Court on August 22, 2018, and was distributed or made available to claimants and equity holders of the Debtors pursuant to Section 1125 of Title 11 of the United States Code (the “Bankruptcy Code”).

A copy of the Plan is included as Exhibit 2.1 to this Registration Statement. A copy of the order of the Bankruptcy Court confirming the Plan is filed as Exhibit 99.1 hereto. Capitalized terms that are used in this Registration Statement without any definition in this Registration Statement are intended to have the meanings given to such terms in the Plan.

Statements Regarding Forward-Looking Statements. This Registration Statement, and other filings by the Trust with the U.S. Securities and Exchange Commission (“SEC”), or written statements made by the Trust in press releases or in other written communications, and in oral statements made by or with the approval of the Liquidation Trustee, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, together with the Securities Act, the “Acts”). Such statements include, without limitation, financial guidance and projections and statements with respect to expectation of future financial condition, changes in net assets in liquidation, cash flows, plan, targets, goals, objectives, and performance of the Trust. Such forward-looking statements also include statements that are preceded by, followed by, or that include the words “believes,” “estimates,” “plans,” “expects,” “intends,” “is anticipated,” “will continue,” “project,” “may,” “could,” “would,” “should” and similar expressions, and all other statements that are not historical facts. All such forward-looking statements are based on the Trust’s current expectations and involve risks and uncertainties which may cause actual results to differ materially from those set forth in such statements. Such risks and uncertainties include the amount of sales proceeds, timing of sales of real estate assets, timing and amount of funds needed to complete construction of single family homes, amount of general and administrative costs, the number and amount of successful litigations and/or settlements and the ability to recover thereon, the amount of funding required to continue litigations, interest rates, adverse weather conditions in the regions in which properties to be sold are located, economic and political conditions, changes in tax and other governmental rules and regulations applicable to the Trust and its subsidiaries, and other risks identified and described in “Item 1A. Risk Factors” of this Registration Statement. These risks and uncertainties are beyond the ability of the Trust to control, and in many cases, the Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.

In connection with the “safe harbor” provisions of the Acts, the Trust has identified and is disclosing important factors, risks and uncertainties that could cause its actual results to differ materially from those projected in forward-looking statements made by the Trust, or on the Trust’s behalf. (See “Item 1A. Risk Factors” of this Registration Statement.) These cautionary statements are to be used as a reference in connection with any forward-looking statements. The factors, risks and uncertainties identified in these cautionary statements are in addition to those contained in any other cautionary statements, written or oral, which may be made or otherwise addressed in connection with a forward-looking statement or contained in any of the Trust’s subsequent filings with

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the SEC. Because of these factors, risks and uncertainties, the Trust cautions against placing undue reliance on forward-looking statements. Although the Trust believes that the assumptions underlying forward-looking statements are currently reasonable, any of the assumptions could be incorrect or incomplete, and there can be no assurance that forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date on which they are made. Except as may be required by law, the Trust does not undertake any obligations to modify, update or revise any forward-looking statement to take into account or otherwise reflect subsequent events, corrections in or revisions of underlying assumptions, or changes in circumstances arising after the date that the forward-looking statement was made.

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Item 1.   Business

A. Overview

The Trust and its wholly-owned subsidiary Woodbridge Wind-Down Entity LLC (the “Wind-Down Entity”) were formed pursuant to the Plan. The purpose of the Trust is to prosecute various causes of action acquired by the Trust pursuant to the Plan (the “Causes of Action”), to litigate and resolve claims filed against the Debtors, to pay allowed administrative and priority claims against the Debtors (including professional fees), to receive cash from certain sources and, in accordance with the Plan, to make distributions to Interestholders of cash subject to the retention of various reserves and after the payment of Trust expenses and administrative and priority claims. The Trust has no other purpose. Anticipated sources of cash include the net proceeds from settlements of various Causes of Action, remittances of cash distributed from the Wind-Down Entity, “Fair Funds” recoveries from the SEC, and assets forfeited to the U.S. Department of Justice by former owners and principals of the Debtors.

The purpose of the Wind-Down Entity is, through its subsidiaries (the “Wind-Down Subsidiaries” and, with the Wind-Down Entity, the “Wind-Down Group”), to develop (as applicable), market, and sell the real estate assets owned by the Wind-Down Subsidiaries to generate cash to be remitted to the Trust after the payment of Wind-Down Group expenses and subject to the retention of various reserves. The Trust, the Remaining Debtors and the Wind-Down Group are collectively referred to in this Registration Statement as the “Company.”

Most of the Debtors filed for Chapter 11 bankruptcy protection in December 2017 (certain other Debtors filed cases on later dates). During the Bankruptcy Cases, the major constituencies reached agreements on several matters, including new management for the Debtors, the manner and timing of the liquidation of the Debtors’ assets, and relative priorities to such distributions among creditors. Certain of these agreements were embodied in the Plan, which was confirmed in October 2018 and became effective on February 15, 2019. Under the Plan, holders of certain claims against the Debtors received Class A Liquidation Trust Interests, which are the subject of this Registration Statement.

The Trust will be terminated upon the first to occur of (i) the making of all distributions required to be made and a determination by the Liquidation Trustee that the pursuit of additional causes of actions held by the Trust is not justified or (ii) February 15, 2024. However, the Bankruptcy Court may approve an extension of the term if deemed necessary to facilitate or complete the recovery on, and liquidation of, the Trust Assets. The Wind-Down Group will be dissolved upon the completion of the liquidation of its assets.

The Trust is administered by a Liquidation Trustee. The Liquidation Trustee is authorized, subject to the oversight of a six-member Supervisory Board, to carry out the purposes of the Trust. In particular, the Liquidation Trustee is responsible for protecting, maintaining, liquidating to cash and maximizing the value of the Causes of Action transferred or contributed to the Trust, whether by litigation, settlement or otherwise. The Wind-Down Entity is managed by a three-member board of managers, one of whom is the chief executive officer.

Pursuant to the Plan and the Liquidation Trust Agreement of the Trust (as amended, the “Trust Agreement”), a copy of which is filed as Exhibit 3.2 to this Registration Statement, distributions to Interestholders are net of the payment of Trust expenses and administrative and priority claims and the retention of various reserves. Such amounts withheld from distributions may include the cost of maintaining, litigating, and resolving Causes of Action, fees and expenses of the Liquidation Trustee and the Supervisory Board, and fees and expenses of the Trust’s attorneys and consultants. Furthermore, cash received from the Wind-Down Group is net of the payment of Wind-Down Group expenses and the retention of reserves by the Wind-Down Group.

Distributions will be made by the Trust only to the extent that the Trust has sufficient assets (over amounts retained for contingent liabilities and future costs and expenses, among other things) to make such payments in accordance with the Plan and the Trust Agreement. No distribution is required to be made to any Interestholder unless such Interestholder is to receive in such distribution at least $10.00. If the Trust mails a distribution check to an Interestholder and the Interestholder fails to cash the check within 180 calendar days, or if the Trust mails a distribution check to an Interestholder and such check is returned to the Trust as undeliverable and is not claimed by the Interestholder within 180 days, then the Interestholder may not only lose its right to the amount of that distribution, but also may be deemed to have forfeited his or her right to any reserved and future distributions under the Plan.

Distributions will be made at the sole discretion of the Liquidation Trustee in accordance with the provisions of the Plan and the Trust Agreement. As of June 30, 2019, the Liquidation Trustee and the Supervisory Board have

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authorized a single cash distribution of approximately $44.70 million. Through June 30, 2019, approximately $42.87 million has been distributed to holders of Class A Liquidation Interests. There have been no other distributions declared through the date of this Registration Statement and none have been announced.

B. Organization of the Company

On the Plan Effective Date, the Plan was implemented and the Trust and the Wind-Down Entity were formed. By operation of the Plan, the following assets were transferred to the Trust on the Plan Effective Date:

• an aggregate of $5.0 million in cash from the Debtors for the purpose of funding the Trust’s initial expenses of operation;

• the following Causes of Action: (i) all claims and causes of action formerly held or acquired by the Debtors and (ii) all causes of action contributed (“Contributed Claims”) by Noteholders or Unitholders (as defined below) to the Trust as “Contributed Claims” pursuant to the Plan;

• all of the outstanding membership interests of the Wind-Down Entity; and

• certain other non-real estate related assets and entities.

The Trust was established for the benefit of its Interestholders and for the purpose of collecting, administering, distributing and liquidating the Trust assets in accordance with the Plan and the Trust Agreement, to resolve disputed claims asserted against the Debtors, to litigate and/or settle the Causes of Action, and to pay certain Allowed Claims and statutory fees, in each case to the extent required by the Plan. The Trust has no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the Trust as set forth in the Plan.

On the Plan Effective Date and by operation of the Plan, the Wind-Down Entity became a wholly-owned subsidiary of the Trust. The Wind-Down Entity was organized for the purpose of accepting, holding, and administering the Debtors’ real estate assets and distributing the net proceeds of liquidating such real estate assets to the Trust in accordance with the Plan and the Limited Liability Company Agreement of the Wind-Down Entity (the “Wind-Down Entity LLC Agreement”), consistent with the purposes of the Trust. As of the Plan Effective Date, the Wind-Down Group received, in the aggregate, assets consisting of approximately $31.34 million in cash and approximately $585.01 million of real estate and other assets.

By operation of the Plan, (i) the real estate assets of the Debtors were automatically vested in the Wind-Down Group; (ii) all existing equity interests in Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC (together, the “Remaining Debtors”) were cancelled and extinguished and new equity interests in the Remaining Debtors, representing all of the issued and outstanding equity interests of the Remaining Debtors, were issued to the Trust; and (iii) all of the Debtors other than the Remaining Debtors were automatically dissolved.

As of the Plan Effective Date, each of the Debtors’ directors, officers and managers were terminated and the Trust succeeded to all of their powers in respect of the assets vested in the Trust. Each of the Debtors other than the Remaining Debtors was automatically dissolved on the Plan Effective Date pursuant to the Plan.

C. Material developments leading to confirmation of the Plan

Prior to the commencement of the Bankruptcy Cases, the Debtors were part of a group of more than 275 affiliated entities formed by, and formerly controlled by, Robert Shapiro (“Shapiro”) which were used by Shapiro to perpetrate a large-scale “Ponzi” scheme. As part of the scheme, Shapiro is believed to have used the group of affiliated entities to raise more than $1.22 billion from over 10,000 investors nationwide. Money was raised in the form of one of two primary products: five-year private placement products (i.e., “Units” and their holders, “Unitholders”) and purportedly secured promissory note products of from twelve to eighteen months (i.e., “Notes” and their holders, “Noteholders”).

The proceeds of the sale of Units and Notes were not used for the purposes that were represented to investors, but were instead used to pay (i) over $400 million of “interest” and “principal” to existing investors, (ii) approximately $64.5 million in commissions to sales agents engaged in the sale of the investments, and (iii) at least $21.2 million for the personal benefit of Shapiro or his related entities or family members (including, for example, the purchase of luxury items, travel, wine, and the like). Additionally, the Debtors and Shapiro used investor

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funds to purchase at least 193 residential and commercial properties located primarily in Los Angeles, California, and Carbondale, Colorado. The Debtors had one segment, known as “Riverdale,” which did, in fact, originate loans to unrelated third parties, but the dollar amount of these third-party loans was a fraction of amount of the loans made to disguised affiliates.

In the years leading up to the commencement of their Bankruptcy Cases, the Debtors faced a variety of inquiries from state and federal regulators. In particular, in or around September 2016, the SEC began investigating certain of the Debtors (and certain non-debtor affiliates) in connection with possible securities law violations, including the alleged offer and sale of unregistered securities, the sale of securities by unregistered brokers, and the commission of fraud in connection with the offer, purchase, and sale of securities.

In late 2017, the Debtors found it increasingly difficult to raise new capital from investors. The Debtors were unable to make the December 1, 2017 interest and principal payments due on the Notes. Shapiro hired an outside financial restructuring firm and a chief restructuring officer to manage the Debtors on or about December 1, 2017, and on December 4, 2017 chapter 11 bankruptcy cases for 279 of the Debtors were commenced (cases for the 27 other Debtors were filed on later dates). An immediate effect of commencement of the Bankruptcy Cases was the imposition of the automatic stay under Bankruptcy Code section 362(a), which, with limited exceptions, enjoined the commencement or continuation of all collection efforts by creditors, the enforcement of liens against property of the Debtors, and the continuation of litigation against the Debtors during the pendency of the Bankruptcy Cases. Under Chapter 11 of the Bankruptcy Code, a company may continue to operate its business under the supervision of the Bankruptcy Court while it attempts to reorganize.

As of the commencement of the Bankruptcy Cases, certain discovery-related disputes regarding administrative subpoenas issued by the SEC were proceeding before the United States District Court for the Southern District of Florida, but the SEC had not yet asserted any claims against any of the Debtors or their affiliates. Subsequent to the commencement of the Bankruptcy Cases, the SEC commenced legal proceedings in the Florida district court against, among other defendants, Shapiro, a trust related to Shapiro or his family, and the Debtors.

In addition to the SEC investigation, certain of the Debtors received information requests from state securities regulators in approximately 25 states. As of the commencement of the Bankruptcy Cases, regulators in eight states had filed civil or administrative actions against one or more of the Debtors and certain of their sales agents, alleging they engaged in the unregistered offering of securities in their respective jurisdictions and unlawfully acted as unregistered investment advisors or broker-dealers. Six states—Massachusetts, Texas, Arizona, Pennsylvania, South Dakota and Michigan—entered permanent cease and desist orders against one or more of the Debtors related to their alleged unregistered sale of securities. Several of these inquiries were resolved prior to the commencement of the Bankruptcy Cases through settlements, which included the entry of consent orders. Certain of the Debtors entered into consent orders with California, Arizona, Michigan, Oregon, Idaho, and Colorado during the Bankruptcy Cases.

On December 14, 2017, the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee’s Office”) formed the Official Committee of Unsecured Creditors (the “Unsecured Creditors’ Committee”). On December 20, 2017, the SEC filed its action in the Florida district court, as discussed above, detailing much of the massive fraud perpetrated by Shapiro before the commencement of the Bankruptcy Cases. The SEC asked the Florida district court to appoint a receiver who would displace the Debtors’ management in the Bankruptcy Cases, but the Florida district court declined to immediately act on this request in light of the pending Bankruptcy Cases.

On December 28, 2017, the Unsecured Creditors’ Committee filed a motion seeking appointment of a chapter 11 trustee to replace the Debtors’ management team, arguing that the team was “hand-picked by Shapiro, and ha[d] done his bidding both before and after the filing of these cases.” The SEC later made a similar request, arguing that the new “independent” management team was “completely aligned [with Shapiro] in controlling this bankruptcy.”

On or about January 23, 2018, the Debtors, the Unsecured Creditors’ Committee, the SEC, and groups of Noteholders and Unitholders entered into a term sheet (the “Joint Resolution”) that resolved the trustee motions and several other matters. The Joint Resolution included, among other provisions, the following key provisions:

• A new board of managers—with no ties whatsoever to Shapiro—was formed to govern the Debtors (the “New Board”). The New Board consisted of Richard Nevins, M. Freddie Reiss, and Michael Goldberg.

• The New Board was empowered to select a CEO or CRO, subject to the consent of the Unsecured Creditors’ Committee and the SEC.

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• The New Board was empowered, subject to the SEC’s consent, to select new counsel for the Debtors or to re-confirm Gibson Dunn & Crutcher LLP as counsel for the Debtors.

• The holders of Units were permitted to form a single one or two member fiduciary Unitholder committee (the “Unitholder Committee”) to advocate for the interests of Unitholders.

• The holders of Notes were permitted to form a single six to nine member fiduciary Noteholder committee (the “Noteholder Committee”) to advocate for the interests of Noteholders.

As authorized by the Joint Resolution, the New Board selected Frederick Chin to serve as the Chief Executive Officer and Bradley D. Sharp to serve as the Chief Restructuring Officer during the pendency of the Bankruptcy Cases. Under the direction of the New Board, the Debtors also retained and employed Development Specialists, Inc. as the Debtors’ restructuring advisor and Klee, Tuchin, Bogdanoff & Stern LLP as new bankruptcy co-counsel to represent them in the Bankruptcy Cases with Young Conaway Stargatt & Taylor LLP.

On April 16, 2018, the Debtor defendants in the Florida proceedings entered into a consent agreement with the SEC and consented to the entry of a judgment. Under the consent agreement and the judgment, the Debtors agreed, among other things, that (i) the Debtor defendants would be permanently enjoined from violations of certain sections of the Securities Act and the Exchange Act; (ii) upon motion of the SEC, the Florida district court would determine whether it was appropriate to order disgorgement and/or a civil penalty against the Debtor defendants, and if so, the amount of any such disgorgement and/or civil penalty; and (iii) in connection with any hearing regarding disgorgement and/or a civil penalty, inter alia, the Debtor defendants would be precluded from arguing that they did not violate the federal securities laws as alleged in the SEC action and the Debtor defendants would not challenge the validity of the consent agreement or judgment. On May 1, 2018, the Bankruptcy Court approved the consent agreement and the judgment. On May 21, 2018, the Florida district court entered the judgment against the Debtor defendants in the SEC action and entered an order administratively closing such action. The Debtors reached a settlement with the SEC to resolve the disgorgement and civil penalty claims asserted by the SEC against the Debtor defendants.

During the Bankruptcy Cases the Debtors sold numerous parcels of owned real property, in each case with Bankruptcy Court approval. Additionally, the major constituencies in the Bankruptcy Cases reached agreements on several matters, including new management for the Debtors, the manner and timing of the liquidation of the Debtors’ assets, and the relative priorities to such distributions among creditors, certain of which agreements were embodied in the Plan.

Under the Plan, on the Plan Effective Date, former Noteholders, Unitholders, and general unsecured creditors holding allowed claims were granted Class A Liquidation Trust Interests in exchange for their claims. Pursuant to a compromise in the Plan, former Unitholders also received Class B Liquidation Trust Interests (Unitholders received Class A Liquidation Trust Interests on account of only 72.5% of their Allowed Unit Claims, and received Class B Liquidation Trust Interests on account of the remaining 27.5% of their Allowed Unit Claims).

The Plan incorporated a “netting” mechanism for Note and Unit investors whereby such investors received Liquidation Trust Interests based on their “Net” Note Claim or the “Net” Unit Claim—in other words, after reducing such Note or Unit claims by the aggregate amount of all pre-bankruptcy distributions received by such Noteholder or Unitholder (other than return of principal). For example, a Noteholder holding a Note with a face amount of $100,000 who received $10,000 of “interest” before the Debtors filed bankruptcy would be deemed to hold a Net Note Claim of $90,000. Such Noteholder would receive Class A Liquidation Trust Interests on account of a $90,000 Net Note Claim.

D. Plan provisions regarding the Company

1. Corporate governance provisions

Under the Plan and the Wind-Down Entity LLC Agreement, the Trust is required at all times to be the sole and exclusive owner of all membership interests of the Wind-Down Entity. The Trust is prohibited from selling, transferring, or otherwise disposing of its membership interests in the Wind-Down Entity without approval of the Bankruptcy Court, and the Wind-Down Entity is prohibited from issuing any equity interest to any other person. Under the Plan and the Wind-Down Entity LLC Agreement, the Wind-Down Entity is required to be managed by a three-member board of managers, one of whom is the chief executive officer. Since the Plan Effective Date, the board of managers of the Wind-Down Entity (the “Board of Managers”) has consisted of Richard Nevins, M. Freddie

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Reiss, and Frederick Chin and the chief executive officer of the Wind-Down Entity has been Frederick Chin. The Wind-Down Entity is also conducting business under the name “Viewpoint Collection.”

The Wind-Down Entity is required to advise the Trust regarding its affairs on at least a monthly basis, reasonably make available such information as is necessary for any reporting by the Trust, and advise the Trust of material actions. Excess cash of the Wind-Down Entity (cash that is in excess of budgeted reserves for ongoing operations and other anticipated obligations and expenses as determined by the Board of Managers) is required to be remitted to the Trust on a quarterly basis, and the Wind-Down Entity is restricted in its ability to invest or gift any of its assets or make asset acquisitions.

The Bankruptcy Court has retained certain jurisdiction regarding the Trust, the Liquidation Trustee, the Supervisory Board, the Wind-Down Entity, the Board of Managers, and assets of the Trust and the Wind-Down Entity, including the determination of all disputes arising out of or related to administration of the Trust and the Wind-Down Entity.

2. Treatment under the Plan of holders of claims against and equity interests in the Debtors

The Plan identified 12 types of Claims against and equity interests in the Debtors, eight of which were “classified” (i.e., placed into formalized classes under the Plan) and four of which are not. Claims required to be paid in full under the Plan are referred to as Unimpaired Claims. The four types of Claims that are not classified—Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Claims—are all Unimpaired Claims and have been or will be paid in full. Although the amounts may be subject to negotiation based on the Debtors’ and creditors’ records, and to ultimate determination, if necessary, in the Bankruptcy Court, liabilities resulting from any such Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Claims that are Allowed are analogous, in substance, to accounts payable. As of June 30, 2019 there were no Allowed and unpaid DIP claims. As of June 30, 2019, there were approximately $.37 million of unpaid Administrative Claims, approximately $.65 million of unpaid Priority Tax Claims and approximately $.35 million of unpaid Professional Fee Claims.

The remaining eight types are Claims and equity interests that have been classified. Classified Claims and equity interests are treated in accordance with the priorities established under the Bankruptcy Code.

The classified Claims and equity interests under the Plan are Class 1 (Other Secured Claims), Class 2 (Priority Claims), Class 3 (Standard Note Claims), Class 4 (General Unsecured Claims), Class 5 (Unit Claims), Class 6 (Non-Debtor Loan Note Claims), Class 7 (Subordinated Claims) and Class 8 (Equity Interests). Of these, only Class 1 Claims and Class 2 Claims are Unimpaired.

Holders of Class 1 Claims are creditors of the Wind-Down Entity, and Holders of Class 2 Claims are creditors of the Trust. Although the amounts may be subject to negotiation based on the Debtors’ and creditors’ records, and to ultimate determination, if necessary, in the Bankruptcy Court, liabilities resulting from any such Claims that are Allowed is analogous, in substance, to accounts payable. As of June 30, 2019, there were no Allowed and unpaid Class 1 Claims or Class 2 Claims.

Under the Plan, three Classes of Claims, when the Claims are “Allowed” under the Plan, entitle the holders thereof to become holders of Liquidation Trust Interests. The holders of these Claims belonged, as of the Petition Date, to one or more of the following categories:

• Standard Note Claims (Class 3)

• General Unsecured Claims (Class 4)

• Unit Claims (Class 5)

Standard Note Claims are Claims arising from any and all investments, interests or other rights with respect to any of the seven Debtors identified as a “Fund Debtor” under the Plan that were styled, marketed or sold as “notes,” “mortgages,” or “loans.” As of June 30, 2019, the aggregate outstanding amount of Allowed Class 3 Standard Note Claims (net of prepetition distributions of interest) was approximately $702.79 million, including those Class 6 Non-Debtor Loan Note Claims that were reclassified as Class 3 Standard Note Claims in accordance with the Plan. See “Holders of Non-Debtor Loan Note Claims” below. The Trust’s estimate of the aggregate outstanding amount of disputed Class 3 Standard Note Claims as of June 30, 2019 is approximately $5.37 million (net of prepetition distributions of interest).

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General Unsecured Claims include any unsecured, non-priority Claim asserted against any of the Debtors that is not a Note Claim, Subordinated Claim or Unit Claim, and generally include the Claims of trade vendors, landlords, general liability claimants, utilities, contractors, employees and numerous others. As of June 30, 2019, the aggregate outstanding amount of Allowed Class 4 General Unsecured Claims was approximately $3.80 million, and the Trust estimates that the aggregate outstanding amount of disputed Class 4 General Unsecured Claims as of June 30, 2019 was approximately $23.97 million.

Unit Claims are Claims arising from any and all investments, interests or other rights with respect to any of the seven Debtors identified as a “Fund Debtor” under the Plan that were styled, marketed or sold as “units.” As of June 30, 2019, the aggregate outstanding amount of Allowed Class 5 Unit Claims was approximately $173.21 million, and the Trust estimates that the aggregate outstanding amount of disputed Class 5 Unit Claims as of June 30, 2019 was approximately $9.46 million (in each case, net of prepetition distributions of interest).

Holders of Allowed Claims in Classes 3, 4 and 5 are deemed to hold an amount and class of Liquidation Trust Interests that is prescribed by the Plan based on the amount of their respective Claim, as follows:

• Each holder of an Allowed Claim in Class 3 (Standard Note Claims) is deemed to hold one (1) Class A Liquidation Trust Interest for each $75.00 of Net Note Claims held by the applicable Noteholder with respect to its Allowed Note Claims.

• Each holder of an Allowed Claim Class 4 (General Unsecured Claims) is deemed to hold one (1) Class A Liquidation Trust Interest for each $75.00 of Allowed General Unsecured Claims held by the applicable creditor.

• Each holder of an Allowed Claim in Class 5 (Unit Claims) is deemed to hold 0.725 of a Class A Liquidation Trust Interest and 0.275 of a Class B Liquidation Trust Interest for each $75.00 of Net Unit Claims held by the applicable Unitholder with respect to its Allowed Unit Claims.

In addition, under the Plan, holders of Standard Note Claims and Unit Claims were permitted, at the time they cast their votes on the Plan, to elect to contribute their causes of action against any non-released persons to the Trust for prosecution. The relative share of the Trust recoveries for any so electing Noteholder or Unitholder in respect of its respective Class 3 Claim or Class 5 Claim has been enhanced by having the amount that otherwise would be the applicable Net Note Claim or Net Unit Claim increased by a multiplier of 105%, referred to as the “Contributing Claimant’s Enhancement Multiplier.” The Plan releases the Debtors, the members of the New Board, the Committees, and any party related to such persons from liability, but generally excludes from such release any prepetition insider of any of the Debtors, any non-debtor affiliates of the Debtors or insider of any such non-debtor affiliates, any prepetition employee of any of the Debtors involved in the marketing or sale of Notes or Units, and any other person involved in such marketing, including certain persons identified on a schedule attached to the Plan.

Distributions of cash by the Trust on account of Class A Liquidation Trust Interests and Class B Liquidation Trust Interests are required to be made in accordance with a prescribed priority, referred to as the “Liquidation Trust Interests Waterfall.” (See “Dividends and Distributions” under “Item 11. Description of Registrant’s Securities to be Registered.”) Fractional Liquidation Trust Interests, if any, are rounded in accordance with the rounding convention established by the Plan.

Other Classes under the Plan include Subordinated Claims, Non-Debtor Loan Note Claims, and Equity Interests. Subordinated Claims generally include Claims other than for compensation for actual pecuniary loss, such as fines, penalties, forfeitures, or multiple, exemplary or punitive damages and other Claims that are subordinated to General Unsecured Claims, Note Claims and Unit Claims pursuant to the Plan. Although holders of Subordinated Claims are not Interestholders of the Trust, they are deemed to have retained a residual right to receive any cash that remains in the Trust after the final administration of all the Trust assets and payment in full to holders of both Class A and Class B Liquidation Trust Interests, including interest at the rate and to the extent set forth in the Plan. The Trust does not expect that there will be any such residual cash.¹

¹ Pursuant to the Plan, all holders of Class 6 Non-Debtor Loan Note Claims elected to reclassify their claims as Class 3 Standard Note Claims, and the dollar amount of such claims is included in the Standard Note Claim summary above. Holders of Equity Interests are not Interestholders of the Trust and will receive no payments; as of the Effective Date, all Equity Interests were cancelled.

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3. Assets and liabilities of the Company

The Trust has no authority to engage in any trade or business except to the extent reasonably necessary to, and consistent with, its purpose. The purpose of the Trust is to hold and effectuate an orderly disposition of the Trust assets, including liquidation to cash and maximization of value of the Causes of Action by litigation, settlement or otherwise, to receive remittances from the Wind-Down Entity, to resolve disputed Claims asserted against the Debtors, to pay certain Allowed Unimpaired Claims and statutory fees, and to distribute cash to Interestholders in accordance with the Plan and the Trust Agreement. The Trust is governed by the Trust Agreement, the material terms of which are summarized in this Registration Statement. The summary does not purport to be complete and is qualified in its entirety by reference to the Trust Agreement.

As of the Plan Effective Date, all cash and other property of the Debtors were transferred to or otherwise became vested in the Trust or the Wind-Down Group. The assets received by the Trust included cash (consisting of Liquidation Trust Funding of approximately $5.0 million), the Causes of Action, outstanding membership interests of the Wind-Down Entity and of the Remaining Debtors, and certain other non-real estate related assets and entities. The assets received by the Wind-Down Group included real estate assets of the Debtors, including real properties and real property loans.

Under the Plan, the Trust may:

• liquidate any and all Trust assets;

• pursue the Causes of Action, including preference, fraudulent conveyance, and other avoidance actions, lender liability claims, fraud claims and breach of fiduciary duty claims;

• resolve, either consensually or through litigation, all disputed Claims asserted against the Debtors; and

• make all distributions required under the Plan (“Distributions”).

Under the Plan, the Trust received the Causes of Action, certain of which were acquired from the Debtors and others of which were contributed by holders of Notes or Units to the Trust as Contributed Claims under the terms of the Plan. Certain of the Causes of Action are currently the subject of pending litigation (see “Item 8. Legal Proceedings” of this Registration Statement). Other Causes of Action, not yet commenced, involve potential claims under investigation by the Trust. Potential Causes of Action include claims against Robert Shapiro, Jeri Shapiro, their affiliates, and others, including FINRA member firms and investment advisers registered with the SEC whose associated persons sold Woodbridge securities. The Trust also is investigating potential claims against certain of Woodbridge’s former outside professionals, employees and agents, including claims arising under various securities statutes and common law claims such as fraud.

Due to the inherently uncertain nature of litigation, and to the fact that certain of the Causes of Action remain under investigation and evaluation, the Trust is unable to make a meaningful estimate of the aggregate value of the Causes of Action.

The status of outstanding Unimpaired and Impaired Claims as of June 30, 2019 is summarized below, with amounts in millions:

	Estimated Allowed Claims	Disputed Claims at Asserted Amount
Unimpaired Claims (Liabilities)	$1.07	$36.21
Impaired Claims (Beneficial Interests)	$899.36	$24.26

As of the Plan Effective Date, the liabilities of the Trust included accounts payable and accrued expenses of approximately $5.78 million, representing pre-Plan Effective Date professional fees. In addition, as of February 15, 2019 the liabilities of the Trust under the Liquidation Basis of Accounting included estimated future costs to manage the Trust such as Supervisory Board and Liquidation Trustee fees, U.S. Trustee’s Office fees, professional fees, insurance and other costs of $31.78 milllion.

The Trust may also receive assets from two sources in addition to the Causes of Action.

First, the Trust may receive contributions from “Fair Funds,” reflecting recoveries by the SEC as a result of settlements with, among others, Jeri Shapiro and securities brokers engaged in the offer and sale of the Debtors’ securities (the “Fair Fund Recoveries”).

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Second, the Trust may receive funds from the United States Department of Justice on account of assets forfeited by, among others, Robert and Jeri Shapiro (the “Forfeited Asset Recoveries”). In March 2019, Robert Shapiro was charged with ten criminal counts stemming from his orchestration of the Ponzi scheme described above. After initially pleading not guilty, in August 2019 Shapiro changed his plea to a guilty plea, and pled guilty to counts of conspiracy to commit mail fraud and wire fraud, and tax evasion. In connection therewith, Robert Shapiro has agreed to forfeiture of all property which constitutes or is derived from proceeds traceable to his offense or conviction, as well as forfeiture of substitute property, to the United States. The property subject to forfeiture includes, but is not limited to, a forfeiture money judgment in the sum of at least $100 million. Jeri Shapiro has acknowledged that the assets subject to forfeiture include assets that she may own, and has executed a written consent to the forfeiture. In October 2019, Shapiro was sentenced to 25 years in prison.

Under the Plan, the Wind-Down Group has been established for purposes consistent with those of the Trust and may liquidate its assets, by means of sales of real property and otherwise, and make remittances to the Trust. As of the Plan Effective Date, the Wind-Down Group received, in the aggregate, assets consisting of approximately $31.34 million in cash and approximately $585.01 million of real estate and other assets.

As of the Plan Effective Date, the Company had consolidated net real estate held for sale and other assets of approximately $585.01 million, cash of approximately $36.34 million, accounts payable and accrued expenses of approximately $5.78 million, accrued liquidation costs of $232.07 million and net assets in liquidation of approximately $383.49 million.

4. Liquidation Trust Interests under the Plan

Each holder of an Allowed Claim in the Plan’s Class 3 (Standard Note Claims), Class 4 (General Unsecured Claims) and Class 5 (Unit Claims) was granted one or more beneficial interests in the Trust (a Liquidation Trust Interest) of a class (i.e. either Class A and/or Class B) and in an amount prescribed by the Plan and the Trust Agreement, as follows:

• In the case of an Allowed Claim in the Plan’s Class 3 (Standard Note Claims), the holder was granted one (1) Class A Liquidation Trust Interest in the Trust for each $75.00 of Net Note Claims held by the applicable Noteholder with respect to its Allowed Note Claims. Allowed Net Note Claims are determined as the outstanding principal amount of Note Claims held by a particular Noteholder, minus the aggregate amount of all prepetition distributions (other than return of principal) received by such Noteholder.

• In the case of an Allowed Claim in the Plan’s Class 4 (General Unsecured Claims), the holder was granted one (1) Class A Liquidation Trust Interest in the Trust for each $75.00 of Allowed General Unsecured Claims held by the applicable creditor.

• In the case of an Allowed Claim in the Plan’s Class 5 (Unit Claims), the holder was granted 0.725 of a Class A Liquidation Trust Interest in the Trust and 0.275 of a Class B Liquidation Trust Interest in the Trust for each $75.00 of Net Unit Claims held by the applicable Unitholder with respect to its Allowed Unit Claims. Allowed Net Unit Claims were determined as the outstanding principal amount of Unit Claims held by a particular Unitholder, minus the aggregate amount of all prepetition distributions (other than return of principal) received by such Unitholder.

The Plan permitted Noteholders and Unitholders to contribute certain causes of action (the Contributed Claims) to the Trust. Contributed Claims are defined, in relevant part, as “[a]ll Causes of Action that a Noteholder or Unitholder has against any Person that is not a Released Party and that are related in any way to the Debtors, their predecessors, their respective affiliates, or any Excluded Parties.” In the case of any Noteholder or Unitholder that elected, on such holder’s Plan ballot, to contribute such holder’s Contributed Claims to the Trust, the relative share of Liquidation Trust Interests granted to any so electing Noteholder or Unitholder has been enhanced by increasing the amount that otherwise would be the applicable Net Note Claim or Net Unit Claim by the Contributing Claimant’s Enhancement Multiplier of 105% before converting such Net Note Claim or Net Unit Claim to Liquidation Trust Interests.

With respect to Disputed Claims (as defined in the Plan), upon resolution of any Disputed Claims and to the extent such Claims become Allowed Claims, holders of such Claims in the Plan’s Class 3, Class 4 and Class 5 will be granted Liquidation Trust Interests.

As of June 30, 2019, $879.80 million of Class 3, Class 4 and Class 5 Claims are Allowed. The Trust estimates, as of June 30, 2019, that approximately $19.56 million of Class 3, Class 4 and Class 5 Claims will ultimately be

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Allowed. As more such claims become Allowed, additional Liquidation Trust Interests will be granted. The percentage recovery to be received by each Class A Liquidation Trust Interest holder will be based on (i) amount of cash ultimately available for distribution to such holders; and (ii) the actual amount of Class 3, Class 4, and Class 5 Claims that ultimately become Allowed.

For a description of the Liquidation Trust Interests, see “Item 11. Description of Registrant’s Securities to be Registered” of this Registration Statement.

Pursuant to the Plan and the Trust Agreement, distributions to Interestholders are net of any costs and expenses incurred by the Trust, including in connection with administering the Trust and litigating or otherwise resolving the various Causes of Action and Disputed Claims. Such amounts withheld from distribution may include fees and expenses of the Liquidation Trustee, premiums for directors and officers insurance, and other insurance and fees and expenses of attorneys and consultants. Distributions will be made only from assets of the Trust and only to the extent that the Trust has sufficient assets (in excess of amounts retained for contingent liabilities and future costs and expenses, among other things) to make such payments in accordance with the Plan and the Trust Agreement. No distribution is required to be made to any Interestholder unless such Interestholder is to receive in such distribution at least $10.00.

Distributions will be made at the sole discretion of the Liquidation Trustee in accordance with the provisions of the Plan and the Trust Agreement. As of June 30, 2019, the Liquidation Trustee has declared one distribution to the Class A Interestholders. In total, the aggregate amount of the March 29, 2019 cash distribution was approximately $44.70 million. Of this amount, approximately $42.31 million was paid to holders of Class A Liquidation Trust Interests on March 29, 2019. An additional amount of approximately $.56 million was paid to holders of Class A Liquidation Trust interests as additional claims were Allowed during the period from March 29, 2019 through June 30, 2019. An amount of approximately $.01 million was released from the restricted cash account and distributions declared were reduced by the same amount in respect to disallowed claims during the period from March 29, 2019 through June 30, 2019. As of June 30, 2019, approximately $1.81 million from that distribution remains in a restricted cash account in respect of unresolved claims.

The Plan provides for a Liquidation Trust Interests Waterfall that specifies the priority and manner of distribution of available cash. On each distribution date, the Liquidation Trustee is required to distribute available cash as follows:

• First, to each Interestholder of Class A Liquidation Trust Interests pro rata based on such Interestholder’s number of Class A Liquidation Trust Interests, until the aggregate amount of all such Distributions on account of the Class A Liquidation Trust Interests equals the product of (i) the total number of all Class A Liquidation Trust Interests and (ii) $75.00;

• Thereafter, to each Interestholder of Class B Liquidation Trust Interests pro rata based on such Interestholder’s number of Class B Liquidation Trust Interests, until the aggregate amount of all such Distributions on account of the Class B Liquidation Trust Interests equals the product of (i) the total number of all Class B Liquidation Trust Interests and (ii) $75.00;

• Thereafter, to each Interestholder of a Liquidation Trust Interest (whether a Class A Liquidation Trust Interest or a Class B Liquidation Trust Interest) pro rata based on such Interestholder’s number of Liquidation Trust Interests until the aggregate amount of all such Distributions on account of the Liquidation Trust Interests equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims, and Net Unit Claims outstanding from time to time on or after December 4, 2017, treating each distribution of available cash made after the Plan Effective Date pursuant to the immediately preceding two subparagraphs as reductions of such principal amount; and

• Thereafter, pro rata to the holders of Allowed Subordinated Claims until such Claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be specified in any consensual agreement or order relating to a given Holder, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim outstanding from time to time on or after December 4, 2017.

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E. Operations and management of the Company

1. The Trust

The trustee of the Trust is Michael I. Goldberg, Esq. (the “Liquidation Trustee”). The Liquidation Trustee was unanimously selected by the Unsecured Creditors’ Committee, the Noteholder Committee, and the Unitholder Committee and approved by the Bankruptcy Court.

The Trust is also required to have a trustee that has its principal place of business in the State of Delaware (the “Delaware Trustee”). The Delaware Trustee is Wilmington Trust Company, National Association, who has been appointed for the purpose of fulfilling the requirements of the Delaware Statutory Trust Act.

The Trust does not have directors, executive officers or employees. Subject as described below to certain supervision by a Liquidation Trust Supervisory Board (the “Supervisory Board”), the Liquidation Trustee has the full power, right, authority and discretion, unless otherwise provided in the Plan, to carry out and implement all applicable provisions of the Plan.

In addition to other actions that the Liquidation Trustee has the authority to take, the Liquidation Trustee may do any and all of the following:

• review, reconcile, compromise, settle, or object to Claims and resolve such objections as set forth in the Plan, free of any restrictions of the Bankruptcy Code or applicable bankruptcy rules;

• calculate and make distributions and calculate and establish reserves under and in accordance with the Plan;

• retain, compensate, and employ professionals and other persons to represent the Liquidation Trustee with respect to and in connection with its rights and responsibilities;

• establish, maintain, and administer documents and accounts of the Debtors as appropriate, which are to be segregated to the extent appropriate in accordance with the Plan;

• maintain, conserve, collect, settle, and protect the Liquidation Trust Assets (subject to the limitations described in the Plan);

• sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the assets of the Trust or any part of such assets or interest in such assets upon such terms as the Liquidation Trustee determines to be necessary, appropriate, or desirable;

• negotiate, incur, and pay the expenses of the Trust;

• prepare and file any and all informational returns, reports, statements, tax returns, and other documents or disclosures relating to the Debtors that are required under the Plan, by any governmental unit, or by applicable law;

• compile and maintain the official claims register, including for purposes of making initial and subsequent distributions under the Plan;

• take such actions as are necessary or appropriate to wind-down and dissolve the Debtors;

• comply with the Plan, exercise the Liquidation Trustee’s rights, and perform the Liquidation Trustee’s obligations; and

• exercise such other powers as deemed by the Liquidation Trustee to be necessary and proper to implement the Plan.

The powers and authority of the Liquidation Trustee are subject to limitations under the Trust Agreement. On behalf of the Trust or the Interestholders, the Liquidation Trustee is prohibited from doing any of the following:

• entering into or engaging in any trade or business (other than the management and disposition of the assets of the Trust), and no part of the Liquidation Trust Assets or the proceeds, revenue or income therefrom may be used or disposed of by the Trust in furtherance of any trade or business;

• except as expressly permitted in the Trust Agreement, reinvesting any assets of the Trust;

• selling, transferring, or otherwise disposing of the Trust’s membership interests in the Wind-Down Entity without further approval of the Bankruptcy Court; or

• incurring any indebtedness except as contemplated by the Plan or the Trust Agreement.

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The Liquidation Trustee is permitted to invest cash of the Trust, including any earnings thereon or proceeds therefrom, any cash realized from the liquidation of the assets of the Trust, or any cash that is remitted to the Trust from the Wind-Down Entity or any other person. Investments by the Liquidation Trustee are not required to comply with Bankruptcy Code section 345(b). Accordingly, the Liquidation Trustee will not be required to obtain a secured bond from financial institutions with whom Trust funds are deposited or invested. However, investments must be investments that are permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d), as reflected in such regulation, or under applicable guidelines, rulings, or other controlling authorities. Accordingly, cash not available for distribution and cash pending distribution is expected to be held in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary, liquid investments such as Treasury bills.

The Liquidation Trustee is subject to removal and replacement following notice to the SEC and upon a determination by the Bankruptcy Court that “cause” exists for such removal and replacement, using the standard set forth under Bankruptcy Code Section 1104.

Pursuant to the Plan and the Trust Agreement, the activities of the Liquidation Trustee are subject to the supervision of the Supervisory Board, a six-member supervisory board currently consisting of Lynn Myrick, John J. O’Neill, and Terry Goebel (all three of whom were nominated by the Unsecured Creditors’ Committee), Jay Beynon (nominated by the Noteholder Committee), Dr. Raymond C. Blackburn (nominated by the Unitholder Committee), and M. Freddie Reiss (elected to such position by the other members of the Supervisory Board). Mr. Reiss is the sole member of the Audit Committee of the Supervisory Board.

Under the Plan, the Supervisory Board has the rights and powers of a duly elected board of directors of a Delaware corporation. The Supervisory Board is charged with supervision of the Liquidation Trustee in accordance with the Plan and the Trust Agreement, determination of the Liquidation Trustee’s incentive compensation, if any, and approval of the appointment of any successor Liquidation Trustee. In the event that votes or consents by the Supervisory Board for and against any matter (other than any matter regarding the supervision, evaluation or compensation of the Liquidation Trustee) are equally divided, the Liquidation Trustee has the power to cast the deciding vote.

Additionally, approval by the Supervisory Board or, in the absence of such approval, an order of the Bankruptcy Court, is necessary concerning any of the following matters:

• any sale or other disposition of an asset of the Trust, or any release, modification or waiver of existing rights as to an asset of the Trust, if the asset at issue exceeds $500,000 in estimated value;

• any compromise or settlement of litigation or controverted matter proposed by the Liquidation Trustee involving claims in excess of $500,000; and

• any retention by the Liquidation Trustee of professionals.

The approval of sale of real estate assets owned by the Wind-Down Group is the subject of an agreed-upon protocol between the Trust and the Wind-Down Entity. (See “Item 3. Properties” of this Registration Statement.)

Members of the Supervisory Board may resign following written notice to the Liquidation Trustee and the other members of the Supervisory Board. Such resignation will become effective on the later to occur of (i) the day specified in such written notice and (ii) the date that is thirty (30) days after the date such notice is delivered. A member of the Supervisory Board may be removed only by entry of a Bankruptcy Court order finding that cause exists to remove such member.

In the event that a member of the Supervisory Board is removed, dies, becomes incapacitated, resigns or otherwise becomes unavailable for any reason, such member’s replacement shall be appointed in accordance with the Plan, which establishes procedures for the appointment of such replacements. If a member of the Supervisory Board nominated by the Unsecured Creditors’ Committee is no longer available for any reason, then the remaining member(s) selected by the Unsecured Creditors’ Committee are to select the replacement member(s). If a member of the Supervisory Board nominated by either the Noteholder Committee or the Unitholder Committee is no longer available for any reason, then the available former members of the Noteholder Committee or Unitholder Committee, as applicable, are to be requested to, and may, select a replacement. If no former members of the Noteholder Committee or the Unitholder Committee, as applicable, are reasonably available and willing to make the selection, then the remaining members of the Supervisory Board are to select the replacement member(s).

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Holders of Liquidation Trust Interests have no voting rights with respect to the selection or replacement of the Liquidation Trustee or the Delaware Trustee and have no other voting rights.

The Audit Committee of the Trust was appointed by the Supervisory Board to oversee (i) the integrity of the annual, quarterly and other financial statements of the Trust, (ii) the independent auditor’s qualification and independence, (iii) the performance of the Trust’s independent auditor, and (iv) the compliance by the Trust with legal and regulatory requirements. The Audit Committee also is authorized, subject to final review by all disinterested members of the Supervisory Board in each case, to review and approve all related-person transactions in which the Trust is a participant as provided for in the Trust’s Related Person Transaction Policy. The Audit Committee is comprised of M. Freddie Reiss, who also serves as Chairman of the committee.

2. The Wind-Down Group

Under the Plan and the Wind-Down LLC Agreement, the Wind-Down Entity is managed by a three-member Board of Managers, one of whom is the chief executive officer. The Board of Managers is required to consist of the Chief Executive Officer of the Wind-Down Entity and two other persons. Pursuant to the Plan, the initial Board of Managers is comprised of Frederick Chin (the Chief Executive Officer of the Wind-Down Entity) and Richard Nevins and M. Freddie Reiss (former members of the Debtors’ New Board).

The Board of Managers is charged with the administration of the Wind-Down Entity, including the power to carry out any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Wind-Down Entity. Except as otherwise provided in the Plan and the Wind-Down LLC Agreement, no individual member of the Board, in his or her capacity as such, has any authority to bind the Wind-Down Entity.

Members of the Board of Managers serve until they resign, die, become incapacitated or are removed for Cause by the Trust. “Cause” is defined in the Wind-Down Entity LLC Agreement, with respect to any Manager, as (i) the embezzlement, misappropriation of any property or other asset of the Wind-Down Entity; (ii) the commission of, or the entering of a plea of nolo contendere or guilty with respect to, any felony whatsoever or any misdemeanor involving moral turpitude; or (iii) any willful and material breach of the terms of the Wind-Down Entity LLC Agreement or the terms of the Plan applicable to such Manager. Any member of the Board of Managers may resign by giving not less than thirty (30) calendar days’ prior notice of resignation to the other members. Vacancies on the Board of Managers are required to be filled by the Trust.

Subject to the Plan and the Wind-Down Entity LLC Agreement, the Board of Managers also is charged with the supervision and oversight of the Chief Executive Officer. The Chief Executive Officer of the Wind-Down Entity is Frederick Chin. In addition to the Chief Executive Officer, the Wind-Down Entity has 15 employees as of June 30, 2019.

Subject to the supervision of the Board of Managers as described above, the Chief Executive Officer has the authority, except as otherwise provided in the Plan, to carry out and implement all applicable provisions of the Plan for the ultimate benefit of the Trust, including the authority to do the following:

• retain, compensate, and employ professionals and other persons to represent the Wind-Down Entity in connection with its rights and responsibilities;

• establish, maintain, and administer accounts of the Debtors as appropriate;

• maintain, develop, improve, administer, operate, conserve, supervise, collect, settle, and protect the assets of the Wind-Down Entity;

• sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the assets of the Wind-Down Entity, including through the formation on or after the Plan Effective Date of any new or additional legal entities to be owned by the Wind-Down Entity to own and hold particular assets of the Wind-Down Entity separate and apart from any other assets of the Wind-Down Entity, upon such terms as the Chief Executive Officer determines to be necessary, appropriate, or desirable;

• invest cash of the Debtors and their estates, including any cash realized from the liquidation of the assets of the Wind-Down Entity;

• negotiate, incur, and pay the expenses of the Wind-Down Entity;

• exercise and enforce all rights and remedies regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor,

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including any such rights or remedies that any Debtor or any estate was entitled to exercise or enforce prior to the Plan Effective Date on behalf of a holder of a Non-Debtor Loan Note Claim, and including rights of collection, foreclosure, and all other rights and remedies arising under any promissory note, mortgage, deed of trust, or other document with such underlying borrower or under applicable law;

• comply with the Plan, exercise the Chief Executive Officer’s rights, and perform the Chief Executive Officer’s obligations; and

• exercise such other powers as deemed by the Chief Executive Officer to be necessary and proper to implement the provisions of the Plan.

Each of the Wind-Down Subsidiaries is managed by its member, the Wind-Down Entity. Frederick Chin serves as Chief Executive Officer of each of the Wind-Down Subsidiaries.

Distributions of cash or other assets of the Wind-Down Group are to be made as and when determined by the Board of Managers in its sole discretion, provided however that on the first business day that is 30 calendar days after each calendar quarter-end, the Wind-Down Entity is to remit to the Trust as of such quarter-end any cash in excess of its budgeted amount for ongoing operations, other anticipated expenses and other Plan obligations.

3. Current year plan of operations

During the remainder of the fiscal year ending June 30, 2020, the Trust plans to continue to engage in the resolution of claims filed against the Debtors, the evaluation and prosecution of Causes of Action, and the payment of allowed administrative and priority claims against the Debtors (including professional fees). Subject to the receipt of remittances from the Wind-Down Entity, the payment of Trust expenses, administrative and priority claims and the retention of various reserves, the Trust also plans to make distributions of cash to Interestholders in accordance with the Plan.

As of June 30, 2019, the Wind-Down Group had 14 single family homes under construction and 81 real estate assets held for sale. These 81 real estate assets include 11 single family homes, 35 lots, 20 secured loans and 15 other properties. During the remainder of the fiscal year ending June 30, 2020, the Wind-Down Group expects to complete the construction of nine single family homes and to actively market these properties along with the 81 real estate asset currently held for sale. The Wind-Down Group expects to fund its capital requirement for construction as well as its operating costs with cash on hand, proceeds from sales of real estate assets, and if necessary borrowings under its existing line of credit. These sources of funds are expected to be sufficient to fund the Wind-Down Group’s operations through the end of its fiscal year ending June 30, 2020.

4. Termination and dissolution of the Company

The Trust is required to be terminated, and the Liquidation Trustee discharged from duties, at such time as: (a) the Liquidation Trustee determines that the pursuit of additional causes of actions held by the Trust is not likely to yield sufficient additional proceeds to justify further pursuit of such causes of action and (b) all distributions required to be made by the Liquidation Trustee to the holders of Allowed Claims and to the Interestholders under the Plan and the Trust Agreement have been made. Notwithstanding the above, the Trust must be terminated no later than February 15, 2024 unless the Bankruptcy Court, upon motion made within the six-month period before such date, determines that a fixed period extension is necessary to facilitate or complete the recovery on, and liquidation of, the Trust Assets, except that the Bankruptcy Court may not grant an extension that, together with any prior extensions, exceeds three years unless the Trust has obtained a favorable letter ruling from the Internal Revenue Service to the effect that the further extension would not adversely affect the status of the Trust as a liquidating trust for federal income tax purposes.

The Trust may not be terminated at any time by the Interestholders. Upon any termination of the Trust, any remaining assets of the Trust that exceed the amounts required to be paid under the Plan may be transferred by the Liquidation Trustee to the American Bankruptcy Institute Endowment Fund.

Pursuant to the Plan, following the sale or other disposition of all of the assets of the Wind-Down Entity, the Wind-Down Entity will be dissolved.

F. Access to information

The Trust’s website is located at www.woodbridgeliquidationtrust.com. The information on the Trust’s website is not part of this Registration Statement. Through its website, the Trust makes available, free of charge, its annual report on Form

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10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished to the SEC. These reports are available as soon as reasonably practicable after the Trust electronically files these reports with the SEC. The Trust also posts on its website its Code of Conduct and Conflict of Interest Policy, Code of Ethics, Insider Trading Policy and other corporate governance materials required by SEC regulation. These documents are also available in print to any Interestholder requesting a copy from the Liquidation Trustee. Finally, quarterly and annual reports regarding the Trust are filed with the Bankruptcy Court and are available at any of the following three locations: (i) the Trust’s website at www.woodbridgeliquidationtrust.com; (ii) the website of the claims agent in the Debtors’ bankruptcy cases, http://cases.gardencitygroup.com/wgc/maincase.php, or (iii) the Bankruptcy Court’s official PACER website, https://ecf.deb.uscourts.gov/, which requires users to register and charges a fee for access to documents.

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Item 1A.   Risk Factors

An investment in the Liquidation Trust Interests involves various risks. An investor should carefully consider the risks and uncertainties described below and the other information included or incorporated by reference in this Registration Statement before deciding to invest in the Liquidation Trust Interests. Any of the risk factors set forth below could significantly and adversely affect our business, prospects, financial condition and results of operations. As a result, the trading price of the Liquidation Trust Interests could decline and an investor could lose a part or all of his or her investment.

Risks Relating to Limited Purpose and Recent Formation

The Trust has a limited purpose. The Trust cannot conduct any trade or business for profit. The Trust was formed pursuant to a chapter 11 bankruptcy plan. The Trust’s purpose is to prosecute Causes of Action, to litigate and resolve claims filed against the Debtors, to pay allowed administrative and priority claims against the Debtors (including professional fees), to receive cash from certain sources and, in accordance with the Plan, to make distributions of cash to Interestholders subject to the retention of various reserves and after the payment of Trust expenses and administrative and priority claims.

The Trust does not expect to generate or receive cash other than from limited sources. The Trust does not expect to receive significant cash other than from remittances to the Trust by the Wind-Down Entity (reflecting the net proceeds of the Wind-Down Group’s liquidation of its portfolio of real estate assets), litigation or settlement by the Trust of its Causes of Action, Fair Fund Recoveries and Forfeited Asset Recoveries.

The Trust’s cash may be invested only in investments permissible under applicable Treasury regulations. Cash not available for distribution and cash pending distribution is expected to be held in demand and time deposits, such as short-term deposits in banks or other savings institutions or other temporary, liquid investments such as Treasury bills. Such investments are likely to bear only low rates of interest, if any. There can be no assurance that cash will earn interest or dividends at a rate in excess of inflation, or at all. The Liquidation Trustee will not be liable in the event of the insolvency or failure of any institution in which he or she has invested any funds of the Trust.

The Trust and the Wind-Down Entity are recently formed entities. Each was formed on February 15, 2019, the effective date of the Plan, and has little or no operating history. The Wind-Down Group has a limited operating history upon which to forecast its future cash proceeds from real estate sales, net and cash used to pay accrued liquidation costs. In assessing its business prospects, and its ability to make distributions to the Trust, you should consider various risks and difficulties encountered by newly organized companies. These risks include the Wind-Down Group’s ability to implement and execute its business plan and respond effectively to operational and competitive challenges.

Risks Relating to Uncertainties Relating to Causes of Action

The amount and timing of receipts, if any, from Causes of Action is inherently speculative and risky and cannot be predicted with certainty. The Trust does not expect to receive the proceeds of Causes of Action unless and until it successfully obtains judgments or concludes settlements with respect to such Causes of Action and is successful in recovering on such judgments or settlements. The Trust may not be successful in litigating the Causes of Action or, if it is successful, there could be a significant delay before any recovery is obtained and distributed (if ever). The outcome of litigation is inherently speculative and uncertain, and there can be no assurance that the Trust will obtain a favorable judgment or settlement with respect to any particular Cause of Action. In addition, even if there is a favorable judgment or settlement, there can be no assurance that the Trust will be able to recover some or all of such judgment or settlement. Due to the speculative and risky nature of litigation and settlement efforts, the Company is unable to make any meaningful determination of the potential outcome or value, in the aggregate, of the Causes of Action.

Even if there is a recovery based on the Causes of Action, there can be no assurances that there will be sufficient funds to make any distributions to Interestholders. Even if the Trust obtains a judgment or settlement based on the Causes of Action and successfully recovers funds on account of such judgment or settlement, there can be no assurance that the Interestholders will receive any proceeds from such judgment or settlement. Before Interestholders receive distributions, the Liquidation Trustee must pay Trust expenses and may set aside funds for future expenses or contingencies.

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Limited information regarding developments in the Trust’s prosecution of Causes of Action and potential outcomes will be available; therefore, it may be difficult for Interestholders to assess the amount of recovery. Following the effectiveness of this Registration Statement, the Trust expects to be required to file current and periodic reports with the SEC, as required under the Exchange Act. The Trust also expects to file with the Bankruptcy Court such quarterly reports as may be required by the Plan and the Liquidation Trust Agreement. The SEC and Bankruptcy Court reports are expected to include certain information regarding pending Causes of Action. However, the Trust’s ability to disclose details of the Causes of Action may be limited by the inherent nature and rules of judicial proceedings, including, among other things, proceedings and filings that are sealed by a court, matters involving attorney-client and work product privilege and proceedings that are conducted on a confidential basis by agreement of the parties, such as settlement negotiations. To the extent that information regarding the Causes of Action cannot be provided, it will be difficult for investors in the Liquidation Trust Interests to make any meaningful determination of the potential outcome or value of the Causes of Action.

Risks Relating to Real Estate Assets

The Wind-Down Group may not be able to sell its real estate for their carrying value. The Wind-Down Group has estimated the sales price of its real estate assets. There are many factors which are outside of the Wind-Down Group’s control which may impact the actual sales price of its real esate assets. The actual sales price will be determined through negotiations between the Wind-Down Group and the prospective buyer. The actual sales price of the real estate assets may differ materially from the estimates.

There is limited liquidity in real estate investments, which could limit the Wind-Down Group’s flexibility. Real estate is a relatively illiquid asset. The Wind-Down Group may not be able to sell its real estate assets at the optimal time to maximize its recovery. The Wind-Down Group is unable to acquire new real estate assets to diversify its portfolio and may lack the flexibility to adapt in response to changes in economic and other conditions.

The Wind-Down Group’s real estate asset portfolio is not diversified. As of June 30, 2019, the Wind-Down Group held a total of approximately 95 residential and commercial properties located primarily in a small part of Los Angeles, California, and Carbondale, Colorado (excluding Riverdale assets). Moreover, the vast majority of the estimated value of the Wind-Down Group’s real estate portfolio derives from several very exclusive and expensive single family residential properties in the Beverly Hills and Bel-Air neighborhoods of Los Angeles. This lack of diversification means that the Wind-Down Group is particularly subject to the risks and fluctuations in the price of high-end residential real property in this market, and any downturn in this market would result in a significant and outsized negative impact on the Wind-Down Group.

Many of the residential real properties are positioned within the high-end of the markets in which they are located and are subject to the costs and risks associated with construction of such properties. High-end residential real properties are defined as homes priced in excess of $10 million. These homes tend to be larger, custom “estate” properties constructed with costly, high-quality or designer materials. They tend also to be situated in highly attractive, affluent hillside neighborhoods featuring panoramic views and special amenities. The high-end market is characterized by relatively high and unpredictable construction costs due to their unique designs, the cost of quality materials, installations by craftsman subcontractors and construction costs on hillside locations. Due to their design, engineering and construction complexities, hillside properties are frequently subject to protracted construction periods. Additionally, projected completion schedules may be subject to further delays caused by material and craftsman subcontractor shortages.

High-end residential properties are subject to the costs and risks of marketing such properties. High-end residential properties commonly require longer average DOM (days on the market) than conventional residential properties. During an extended marketing period, significant costs may be incurred to furnish, maintain and own the completed homes. The Wind-Down Group may be required to refresh properties after completion of construction to accommodate prospective purchasers, which may cause unexpected construction costs and to accomodate potential buyer preferences.

The Wind-Down Group is dependent on the timely and consistent performance of services by third party service providers. To complete the construction of its properties, the Wind-Down Group relies on general contractors, development managers, architects, maintenance personnel and other service providers who are not under the control of the Wind-Down Group. Inadequate or failed performance of services by such third party providers may subject the Wind-Down Group to delays in completing its properties that may increase the costs of construction.

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The Los Angeles market, in which many of the properties owned by the Wind-Down Group are located, may experience a significant slackening of demand. Slowing of demand in the Los Angeles market may further lengthen the number of days the properties remain on the market and negatively affect sales prices. In addition, periods of economic slowdown or recession in the United States and in other countries, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in property values, which would adversely affect the financial position, net assets in liquidation and cash flow of the Wind-Down Group. This would, in turn, adversely affect the Company’s ability to make distributions to its Interestholders.

If the Wind-Down Group is unable to sell properties within a reasonable period of time, it may need to consider bulk marketing and disposition. The Wind-Down Group’s homes are highly customized and unique. The pool of potential buyers for these homes is very limited and, depending on market conditions, price reductions and/or bulk sales may be necessary. One or more bulk sales of the Wind-Down Group’s properties is unlikely to yield as high an aggregate value as individual property sales, and a bulk sale may possibly depress prices in that market, negatively affecting the Wind-Down Group’s ability to recover the highest value for its remaining properties.

The Wind-Down Group’s working capital may not be sufficient to complete construction and may be restricted in its ability to access capital to complete construction. As of June 30, 2019, the Wind-Down Group has existing unrestricted cash of approximately $26.10 million. The Wind-Down Group may need to access its $25.38 million revolving line of credit to complete construction of the properties currently under construction. Additional borrowings may be needed. Such borrowings, which would require approval of the Liquidation Trust, may not be available or may be very costly to acquire. The revolving line of credit has a May 1, 2020 maturity date, which may need to be extended. There can be no assurance that an extension can be negotiated or what the cost of an extension might be.

The Wind-Down Entity’s failure to meet repayment requirements under the revolving line of credit could harm its financial condition. Any failure of the Wind-Down Entity to have sufficient liquidity to (i) repay principal payments when due or (ii) pay the outstanding balance at the expiration of the credit facility on May 1, 2020 could materially adversely affect the Wind-Down Entity’s financial condition and performance.

Risks related to building code and zoning compliance may adversely affect the financial condition and changes in net assets in liquidation of the Wind-Down Group. The Wind-Down Group intends to develop numerous high-value properties, and, in connection therewith, must comply with zoning and building code requirements and pass frequent building inspections. Delays or difficulties in connection with any of the foregoing may result in additional costs and delays, which depending on market conditions may adversely affect the financial position, net assets in liquidation and cash flow of the Wind-Down Group. This would, in turn, adversely affect the Trust’s ability to make distributions to its Interestholders.

Risks related to competition from other developers of residential real properties in the markets in which the properties are located may adversely affect the financial condition and changes in net assets in liquidation of the Wind-Down Group. The addition of new homes by the Wind-Down Group’s competitors may increase the available supply of similar properties, creating downward pressure on home prices and protracted sales periods. In addition, one or more of the Wind-Down Group’s competitors may have superior financial resources that would allow them to continue in business for a longer term than the Wind-Down Group.

Risks related to commodity shortages, delivery interruptions, or price increases may delay the Wind-Down Group’s construction schedule and/or increase costs. The Wind-Down Group is dependent on commodities such as lumber, steel, copper, gypsum and others that are commonly used in real property construction. These commodities are prone to market fluctuations and unpredictable shortages due to demand, tariffs, and other factors. In addition, delivery of commodities is subject to interruptions due to labor strikes, civil unrest, and natural disasters. These and other factors beyond the Wind-Down Group’s control may adversely affect the Wind-Down Group’s ability to timely complete construction and could increase overall costs.

Risk related to labor shortages and wage increases may prevent the Wind-Down Group from completing construction at its projected cost. The Wind-Down Group is dependent on skilled contractors and craftsmen at its properties. Labor shortages, wage increases, and other factors beyond the Wind-Down Group’s control may affect the availability and cost of construction labor, and may consequently adversely affect the Wind-Down Group’s ability to timely complete construction of its properties at its projected cost. This would, in turn, adversely affect the Trust’s ability to make distributions to its Interestholders.

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Completion of construction may not terminate our obligations to our buyers, and the Wind-Down Group may not be able to obtain construction defect insurance to insure such obligations. In connection with sales of real properties, the Wind-Down Group may be required to undertake post-closing obligations to its buyers, such as builder’s warranties. Any significant liabilities resulting from such post-closing obligations may adversely affect the Wind-Down Group’s results of operations and cash flow. This would, in turn, adversely affect the Trust’s ability to make distributions to its Interestholders. Although the Wind-Down Entity is endeavoring to obtain construction defect insurance to protect against such obligations, it may not be able to do so at reasonable rates for each of its properties. Additionally, insurance coverage may not be readily available and/or sufficient in amount to cover exposures. Furthermore, builder’s warranties may be insufficient in coverage amounts, exposing the Company to further costs.

The Wind-Down Group’s success depends on the continuing contributions of its key personnel. The Wind-Down Group has a skilled management team to oversee the development, marketing and sale of the properties. However, it does not have agreements with any key personnel that hinders such individuals’ ability to quit at will and, thus, any executive officer or key employee may terminate his or her relationship with the Wind-Down Group at any time upon relatively short notice.

Adverse weather conditions and natural disasters could adversely affect the Wind-Down Group’s operations and results. Additionally, the Wind-Down Group may not be able to obtain insurance at reasonable rates for natural disasters and other events which are beyond its control. Adverse weather conditions can delay and increase the costs of construction and may impact buyer demand for properties. In more severe cases, such as wildfires, earthquakes and other natural disasters, weather conditions may damage the Wind-Down Group’s properties, perhaps for prolonged periods, which would negatively affect the value of those properties and the ability to sell them. Southern California, where the bulk of the properties are located, is a seismically active area. Additionally, wildfires are prevalent in this region.

Additionally, although the Wind-Down Group insures its properties against earthquakes (for some properties subject to coverage limitations of insurance), wildfires, and other disasters, it may not able to obtain insurance for these types of events for all of their properties at reasonable rates. In particular, because many of the Wind-Down Group’s properties are located in areas subject to seismic activity and/or wildfires, the Wind-Down Group may not be able to obtain insurance against those types of disasters at reasonable rates. A devastating natural disaster or other event in the vicinity of one of the properties could result in substantial losses. This would, in turn, adversely affect the Trust’s ability to make distributions to its Interestholders.

The Wind-Down Group may suffer environmental liabilities which could result in substantial costs. Under various environmental laws, the current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances, including asbestos-containing materials that are located on or under the property. These laws often impose liability whether the owner or operator knew of, or was responsible for, the presence of those substances. In connection with the Wind-Down Group’s ownership and operation of properties, it may be liable for these costs, which could be substantial. In addition, the Wind-Down Group may become subject to claims by third parties based on damages and costs resulting from environmental contamination at or emanating from the properties.

Risks Relating to the Liquidation Trust Interests

The Liquidation Trust Interests are not suitable as a long-term investment. The Company intends to complete the liquidation in as short a time as is consistent with the maximization of the value of their assets, without regard to the potential long-term capital appreciation of the real properties owned by the Wind-Down Group. The Company expects to complete the liquidation of its assets during the fiscal year ending June 30, 2022.

The Liquidation Trust Interests are subject to forfeiture of their right to further distributions if a holder fails to promptly cash a distribution check or fails to promptly claim a distribution check that is returned to the Trust as undeliverable. The Plan provides that if the Trust mails a distribution check to an Interestholder and the Interestholder fails to cash the check within 180 calendar days, or if the Trust mails a distribution check to an Interestholder and such check is returned to the Trust as undeliverable and is not claimed by the Interestholder within 180 days, then the Interestholder not only loses its right to the amount of that distribution, but also is deemed to have forfeited its right to any reserved and future distributions under the Plan. It is the responsibility of the Interestholders to promptly cash all distribution checks received by them and to contact the Trust’s transfer agent to ensure that the Trust has complete and accurate information. For the Transfer Agent’s contact information, see “Certification and Transfer” under “Item 11. Description of Registrant’s Securities to be Registered” of this Registration Statement.

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The Trust cannot predict with certainty the timing or amount of distributions to the Interestholders. It is not possible to predict with certainty the timing and amount of future distributions to Interestholders. The Trust will make distributions to the Interestholders only if and to the extent that it receives remittances from the Wind-Down Entity, proceeds from the Causes of Action, Fair Fund Recoveries, or Forfeited Asset Recoveries, and then only to the extent that such remittances or proceeds exceed any amounts withheld by the Liquidation Trustee for, among other things, payment of, and reserves for, Trust expenses and funding of the prosecution of remaining Causes of Action. Such cash receipts cannot be predicted with certainty because they are subject to conditions beyond the Trust’s control or which are inherently uncertain. Remittances by the Wind-Down Entity will depend on the amount and timing of the Wind-Down Group’s sale of its portfolio of real estate properties, as well as the Wind-Down Group’s operating expenses. Contributions from the Fair Funds will depend on the SEC’s discretion and ability to recover assets. Cash proceeds from Causes of Action will depend on the Trust’s obtaining, and recovering on, favorable judgments or settlements with respect to any particular Cause of Action.

The Trust cannot predict with certainty the percentage of distributions to which each holder of a Class A Liquidation Trust Interest will be entitled. Such percentage will depend on the total number of Liquidation Trust Interests that ultimately are granted. Additional Liquidation Trust Interests will be granted to holders of disputed claims as and when the Trust resolves such Claims, at which time they become Allowed Claims under the Plan. To the extent that additional Liquidation Trust Interests are granted to the holders of Allowed Claims, the percentage of distributions to which each holder of a Class A Liquidation Trust interest is entitled will decrease. To the extent that additional claims are not Allowed, no additional Liquidation Trust Interests will be granted in respect thereof and the percentage of distributions to which each holder of a Class A Liquidation Trust is entitled will increase. As of June 30, 2019, $879.80 million of Class 3, Class 4 and Class 5 Claims have become Allowed Claims. The Trust estimates, as of June 30, 2019, that an additional approximately $19.56 million of Class 3, Class 4 and Class 5 Claims will ultimately be Allowed. However, the actual amount of Allowed Claims may be materially different from the estimate.

The value of the Liquidation Trust Interests is expected to decrease over time. The value of the Liquidation Trust Interests will depend primarily on the anticipated net liquidation value of the remaining assets of the Trust, which is expected to decrease with each cash distribution (if any) made to Interestholders.

There is no currently-established trading market for the Liquidation Trust Interests, which could limit liquidity, and it may be difficult to establish a price per Liquidation Trust Interest. There is no currently established trading market for the Liquidation Trust Interests and the Trust does not intend to seek to have the Liquidation Trust Interests listed on any national securities exchange. The Trust intends to make efforts to cause the Class A Liquidation Trust Interests to be traded on the Over-the-Counter Bulletin Board, but there is no assurance of success in doing so or that such trading will continue. The price of the Class A Liquidation Trust Interests may depend on several factors, including (but not limited to) the nature of court decisions, general real estate market conditions, speculation about the outcome of the Causes of Action and the sufficiency of the funds available to the Trust to prosecute the Causes of Action. There may be wide fluctuations in the market price of Class A Liquidation Trust Interests.

If a trading market for Class A Liquidation Trust Interests develops, the market price may be volatile. Many factors could cause the market price of Class A Liquidation Trust Interests to rise and fall, including the following:

• Actual or anticipated fluctuations in the Trust’s or the Wind-Down Group’s quarterly or annual financial results;

• The financial guidance the Trust may provide to the public, any changes in such guidance and projections, or the failure to meet such guidance and projections;

• Failure of the Wind-Down Entity to maintain compliance with any financial covenants under its revolving line of credit;

• The failure of industry or securities analysts to maintain coverage of the Trust, changes in financial estimates by any industry or securities analysts that follow the Trust, or the Trust’s failure to meet such estimates;

• Changes in the market valuations of other companies in the same industry as the Wind-Down Group;

• Various market factors or perceived market factors, including rumors, whether or not correct, involving the Trust, the Wind-Down Group, the properties, potential buyers, or the Wind-Down Group’s competitors;

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• Sales, or anticipated sales, of large blocks of Liquidation Trust Interests, including short selling by investors;

• Additions or departures of key personnel;

• Regulatory or political developments;

• Litigation and governmental or regulatory investigations;

• Changes in real estate market conditons; and

• General economic, political, and financial market conditions or events.

To the extent that there is volatility in the price of Class A Liquidation Trust Interests, the Trust may also become the target of securities litigation. Securities litigation could result in substantial costs and divert the Trustee’s and the Supervisory Board’s attention and the Company’s resources as well as depress the value of Liquidation Trust Interests.

Certain holders of Class A Liquidation Trust Interests, deemed under the Bankruptcy Code to be “underwriters,” may not be able to sell or transfer their Class A Liquidation Trust Interests in reliance upon the Bankruptcy Code’s exemption from the registration requirements of federal and state securities laws. Such “statutory underwriters” may include members of the Supervisory Board and holders of ten percent (10%) or more of the Liquidation Trust Interests. For a description of certain other persons who may be deemed to be “statutory underwriters,” see “Class A Liquidation Trust Interest Transfer Restriction” under “Item 11. Description of Registrant’s Securities to be Registered” of this Registration Statement. Statutory underwriters may not be able to offer or sell their Class A Liquidation Trust Interests without registration under the Securities Act or applicable state securities (i.e., “blue sky”) laws unless such offer and sale is exempted from the registration requirements of such laws. The offer and sale of Class A Liquidation Trust Interests by statutory underwriters in reliance upon an exemption from registration under the Securities Act may require compliance with the requirements and conditions of Rule 144 of such law, including those regarding the holding period, the adequacy of current public information regarding the Trust, sale volume restrictions, broker transactions, and the filing of a notice.

Potential conflicts of interest exist among the classes of Liquidation Trust Interests. The existence of separate classes of Liquidation Trust Interests could give rise to occasions when the interests of the Interestholders could diverge, conflict or appear to diverge or conflict. Operational and financial decisions by the Liquidation Trustee regarding the litigation could favor one class (i.e., Class A or Class B) of Interestholders over another, adversely affecting the market value of a particular class of Liquidation Trust Interests or the distribution to that particular class of Liquidation Trust Interests.

Risks Relating to Management and Control

The Trust is controlled by the Liquidation Trustee and the Interestholders have no voting rights regarding decisions made on behalf of the Trust. All decisions concerning the conduct of the Causes of Action and distribution of assets of the Trust are to be made by the Liquidation Trustee, in accordance with the terms of the Plan and the Trust Agreement, with approval by the Supervisory Board for certain decisions as set forth in the Trust Agreement. The Interestholders have no right to elect or remove the Liquidation Trustee. The Liquidation Trustee may be removed by Bankruptcy Court order upon the motion of the Supervisory Board and a showing of good cause; provided, however, that the proposed removal and replacement of Michael Goldberg as Liquidation Trustee will require a determination by the Bankruptcy Court that “cause” exists for such removal and replacement using the standard under Bankruptcy Code section 1104 made after notice of such proposed removal and replacement has been provided to the SEC.

Interestholders will have only limited rights against the Liquidation Trustee and the Liquidation Trustee has limited liability to the Trust. The Trust Agreement provides that the Liquidation Trustee and the Delaware Trustee (and their respective affiliates, directors, officers, employees and representatives) and any officer, employee or agent of the Trust or its affiliates will have no liability to the Trust or the Interestholders except for acts or omissions of the Liquidation Trustee or the Delaware Trustee undertaken with the deliberate intent to injure the Interestholders or with reckless disregard for the best interests of the Interestholders. Any liability of the Liquidation Trustee will be limited to actual, proximate and quantifiable damages. The Trust Agreement further provides that the Liquidation

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Trustee shall not incur any liability for any act or omission under the Trust Agreement unless the Liquidating Trustee has acted with gross negligence, fraud, or willful misconduct. The Trust Agreement provides that the Interestholders have no voting rights (except in connection with certain amendments to the Trust Agreement).

The Trust has limited control over the Wind-Down Entity. The business and affairs of the Wind-Down Entity are managed by its Board of Managers. The Trust, as the sole member of the Wind-Down Entity, has only limited approval rights over decisions by the Board of Managers. Under the Wind-Down Entity LLC Agreement, the Trust may remove members of the Board of Managers only for Cause, as defined in the Wind-Down Entity LLC Agreement. Furthermore, except in the case of three specified properties, the Trust has approved in advance any property sale by the Wind-Down Group provided that the purchase price for such property is at or above the approved low-case price for such property in the Wind-Down Group’s current business plan. Only in the case of a sale of one or more of the three specified properties, or a sale of another property at a price less than its approved low-case price, is the Wind-Down Entity required to obtain the Trust's approval for the sale of a property. In the event of a dispute between the Trust and the Wind-Down Entity as to any matter that cannot be resolved between the Trust and the Wind-Down Entity, the Wind-Down Entity LLC Agreement requires that the matter be resolved by the Bankruptcy Court.

Being a public company is expensive and administratively burdensome. The Trust anticipates becoming subject to the periodic reporting requirements of the Exchange Act. The Trust’s status as a reporting company under the Exchange Act will cause the Trust to incur additional legal, accounting and other expenses that the Trust has not previously incurred. The Trust expects these rules and regulations to increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The Trust also expects that these rules and regulations may make it more difficult and more expensive for the Trust to obtain director and officer liability insurance and that the Trust may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain approximately the same or similar coverage. As a result, it may be more difficult for the Trust to attract and retain qualified individuals to serve on the Supervisory Board.

Risks Relating to Taxes

If the Trust is not treated as a liquidating trust for federal tax purposes, there may be adverse tax consequences to the Trust and the Interestholders. Pursuant to the Plan and the Trust Agreement, the Trust was organized with the intention that it conform to the requirements of a liquidating trust under applicable IRS rules. However, not all aspects of the formation of the Trust are expressly addressed in such rules, and the requirements of such rules are not always specific. No legal opinions have been requested from counsel, and no rulings have been or will be requested from the IRS, as to the tax treatment of the Trust. Accordingly, there can be no assurance that the IRS will not determine that the Liquidation Trust does not qualify as a liquidating trust. If the Trust does not qualify as a liquidating trust, there may be adverse federal income tax consequences, including taxation of the income of the Trust at the entity level, which could reduce the amount of Trust cash available for distributions to Interestholders or result in tax assessments of Interestholders upon their receipt of distributions.

As a liquidating trust, the Trust is subject to federal tax rules that limit its operations. To maintain its status as a liquidating trust, the Trust will need to comply with IRS regulations and revenue procedures applicable to the operation of liquidating trusts. The Trust will be prohibited or restricted from, among other activities, engaging in the conduct of a trade or business, unreasonably prolonging its liquidation activities, or allowing business activities to obscure the liquidating purpose of the Trust. Furthermore, the Trust will be subject to restrictions on its ability to retain net income or the net proceeds from the sale of assets from year to year, to make investments, and to use Trust funds to continue the development of the Wind-Down Entity’s real estate assets. Due to the lack of specificity and indeterminate nature of the applicable requirements, there can be no assurance that the Trust will be able to comply with the IRS rules. If the Trust fails to comply with such rules, the IRS may determine that the Trust’s status as liquidating trust may be revoked. Revocation of such status may entail adverse federal income tax consequences to the Trust and the Interestholders.

The Trust may be restricted under applicable federal tax rules from accepting all Fair Fund Recoveries and Forfeited Asset Recoveries. Under applicable IRS rules, liquidating trusts are not permitted to receive or retain cash or cash equivalents in excess of a “reasonable” amount to meet claims and contingent liabilities (including disputed claims) or to maintain the value of the assets during liquidation. It is unclear whether the approximately $5 million cash contributions to the Trust under the Plan, together with any future Fair Fund Recoveries or Forfeited Asset Recoveries, will be determined to be an amount in excess of such limit.

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An Interestholder’s tax liability could exceed distributions. If the Trust has income for a taxable year, the appropriate portion of that income may be includable in an Interestholder’s taxable income, whether or not any cash is actually distributed to the Interestholder by the Trust. The Plan and the Trust Agreement permit the Trust to reserve certain amounts to fund, among other things, operating and other expenses, and do not contain a mandatory tax distribution provision. Therefore, for any particular year, there may be no distribution or a distribution that is less than an Interestholder’s tax liability on its share of the income of the Trust.

Purchasers of Liquidation Trust Interests may be required to make special calculations to determine tax gain or loss on the sale of Liquidation Trust Interests. The Trust does not expect to maintain a separate basis account for any purchaser of a Liquidation Trust Interest in an open market transaction. However, to the extent the Trust is treated as a grantor trust, the purchaser may be treated as though such purchaser purchased the Liquidation Trust Interest deemed to have been owned by the selling Interestholder. The new purchaser may receive a new tax basis in the acquired Liquidation Trust Interests equal to such purchaser’s purchase price of the Liquidation Trust Interests. Upon the sale of assets by the Trust and its related entities, the basis of the Liquidation Trust Interest on the books and records of the Trust may be different than the new purchaser’s basis, requiring the new purchaser to make special calculations to report the correct gain or loss for federal income tax purposes. Investors are urged to consult with their tax advisors regarding the acquisition, ownership and disposition of Liquidation Trust Interests.

Expenses incurred by the Trust may not be deductible by Interestholders. Expenses incurred by the Trust generally will be deemed to have been proportionately paid by each Interestholder. As such, these expenses may not be deductible or be subject to limitations on deductibility. Interestholders are urged to consult with their tax advisors regarding the acquisition, ownership and disposition of Liquidation Trust Interests.

Before purchasing Liquidation Trust Interests, investors are urged to engage in careful tax planning with a tax professional. The federal income tax treatment of the Liquidation Trust Interests is complex and may not be clear in all cases. For example, in the case of an investor who purchases Liquidation Trust Interests in more than one transaction at different times and for different prices, and subsequently sells a portion of such Liquidation Trust Interests, there appears to be no clear guidance as to whether such purchaser can use average-cost basis in all of Liquidation Trust Interests or instead may claim a higher or lower tax basis depending on the specific price of each lot. Additionally, the federal income tax treatment of the Liquidation Trust Interests may vary depending on the investor’s particular facts and circumstances. Investors other than individual citizens or residents of the U.S., and certain other persons subject to special treatment under the Internal Revenue Code, should consider the impact of their status on the tax treatment of such an investment. Persons subject to such special treatment under the Internal Revenue Code may include foreign companies, family trusts, 401(k) or individual retirement accounts, non-citizens of the U.S., tax-exempt organizations, real estate investment trusts, small business investment companies, regulated investment companies, governmental entities, entities exercising governmental authority, banks and certain other financial institutions, broker-dealers, insurance companies, and persons that have a functional currency other than the U.S. dollar.

Risks Relating to Accounting, Financial Reporting and Information Management

The Company’s consolidated financial statements are prepared on the Liquidation Basis of Accounting, which requires the estimation of the future value of assets and the amount of projected expenses. Estimates by management may be based, among other things, on projected construction and selling periods, real estate appraisals, cost forecasts by construction engineers, and the levels of general and administrative expenses (such as payroll, insurance and rent). However, the actual realized value of the Company’s assets and the Company’s actual expenses are likely to differ from the estimated amounts reported in the Company’s consolidated financial statements, and such differences may be material and possibly adverse.

The Wind-Down Entity’s real estate assets may not be liquidated at their recorded estimated net realizable value. The estimated net realizable value is an estimate of the amount that the Wind-Down Entity expects to realize from the sale of the real estate assets. The actual sales price and closing and other costs may differ from the amounts included in the consolidated financial statements. The estimated sales price and closing and other costs are estimated based on management’s analysis of current market conditions. The actual amounts realized will be based on negotiations between management and third party buyers. The actual amounts realized will likely be different than the amounts included in the consolidated financial statements and the differences could be material and possibly adverse.

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The Wind-Down Entity’s general and administrative costs that are included in accrued liquidation costs may be different than the actual costs incurred. The estimated general and administrative costs may be different than the actual costs as the amounts may be greater than the amount estimated and the length of time required to complete the liquidation process may be longer than the time that was estimated. The actual amount of general and administrative costs will likely be different than the amounts included in the consolidated financial statement and the difference could be material.

The Company’s consolidated financial statements do not include any future recoveries from Causes of Action or any future Fair Funds Recoveries or future Forfeited Asset Recoveries. The Company’s consolidated financial statements are prepared using the Liquidation Basis of Accounting, under which future cash flows are recorded only if the Company has the ability to reasonably estimate them. Because the Company is unable to reasonably estimate the future recoveries, if any, from Causes of Action or any future Fair Funds Recoveries or future Forfeited Asset Recoveries, such items have not been recognized in the Company’s consolidated financial statements. Therefore, the Company’s consolidated financial statements are not expected to provide prospective investors in the Liquidation Trust Interests with meaningful information regarding such future recoveries, the amount of which may be material to the Company’s net assets in liquidation.

If the Trust is unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of its financial reporting may be adversely affected. If the Trust identifies one or more material weaknesses in the Trust’s internal control over financial reporting and such weakness remains uncorrected at fiscal year-end, the Trust may be required to disclose that such internal control is ineffective at fiscal year-end. Were this to occur, the Trust could lose investor confidence in the accuracy and completeness of its financial reports, which could have a material adverse effect on the Trust’s reputation and the value of the Liquidation Trust Interests.

Any decision on the part of the Company, as an “emerging growth company,” to choose reduced disclosures applicable to emerging growth companies could make the Liquidation Trust Interests less attractive to investors. The Company is an “emerging growth company” as defined in the Securities Act and, for so long as it continues to be an emerging growth company, it may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies including, but not limited to, the requirement that internal control over financial reporting be audited by the Company’s independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure requirements regarding executive compensation and the extended transition period for complying with new or revised financial accounting standards. The Company may take advantage of these provisions for up to five years or such earlier time that the Company is no longer an emerging growth company. No assurance can be given that this reduced reporting will not have an impact on the price of the Class A Liquidation Trust Interests.

Any decision on the part of the Company, as a “smaller reporting company,” to provide scaled disclosures could make the Liquidation Trust Interests less attractive to investors. The Company is a “smaller reporting company” as defined in Regulation S-K under the Exchange Act and, as such, it may choose to take advantage of the “scaled disclosure” requirements of Regulation S-K and Article 8 of Regulation S-X available to such issuers, including but not limited to the ability to pick and choose between scaled or non-scaled disclosure financial and non-financial disclosure requirements on an item-by-item basis. The Company may take advantage of these provisions for so long as it continues to qualify as a “smaller reporting company.” No assurance can be given that utilization of scaled disclosure will not negatively impact market perception of the Company and the price of the Class A Liquidation Trust Interests.

Information technology, data security breaches and other similar events could harm the Company. The Company relies on information technology and other computer resources to perform operational activities as well as to maintain our business records and financial data. The Company’s computer systems are subject to damage or interruption from power outages, computer attacks by hackers, viruses, catastrophes, hardware and software failures and breach of data security protocols by our personnel or third-party service providers. Although the Company has implemented administrative and technical controls and taken other actions to minimize the risk of cyber incidents and otherwise protect our information technology, computer intrusion efforts are becoming increasingly sophisticated and even the controls that the Company has installed might be breached. Further, most of these computer resources are provided to the Company or are maintained on behalf of the Company by third-party service providers pursuant to agreements that specify certain security and service level standards, but which ultimately are outside of the Company’s control. Additionally, security breaches of the Company’s information technology systems could result in the misappropriation or unauthorized disclosure of proprietary, personal and confidential information which could result in significant financial or reputational damages to us.

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Item 2.   Financial Information

The following selected financial data and management’s discussion and analysis should be read in conjunction with the consolidated financial statements and related notes, which are included in “Item 13. Financial Statements and Supplemental Data” of this Registration Statement, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Item 2.

Selected Financial Data

Consolidated Statement of Net Assets in Liquidation
as of June 30, 2019
(In Thousands)

Total assets	$	522,474
Total liabilities	$	192,503
Net assets in liquidation	$	329,971

Consolidated Statement of Changes in Net Assets in Liquidation
for the period from February 15, 2019 (inception) through June 30, 2019
(In Thousands)

Net assets contributed on February 15, 2019	$	383,492
Change in assets and liabilities:
Changes in carrying value of net assets and liabilities, net	$	(8,835	)
Distributions declared	$	(44,686	)
Net change in assets and liabilities	$	(53,521	)
Net assets in liquidation as of June 30, 2019	$	329,971

Distributions per Liquidation Trust Interest:
Class A	$	3.75
Class B	$	0

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information contains forward-looking statements, which may differ materially from those expressed or implied by the forward-looking statements. See “Statements Regarding Forward-Looking Statements” included in the “Preliminary Note” of this Registration Statement for a description of these risks and uncertainties. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries are collectively referred to in this discussion as “the Company.”

Overview

Pursuant to the Plan, the Trust was formed on February 15, 2019 to hold, either directly or indirectly through the Wind-Down Group, the assets and equity interests formerly owned by the Debtors. Each of the real properties formerly owned by the Debtors is now owned by one of the Wind-Down Subsidiaries. The purpose of the Wind-Down Group is to develop (as applicable), market, and sell those properties to generate cash. Assets formerly owned by the Debtors other than real estate assets and certain cash are now owned by the Trust. The purpose of the Trust is to receive remittances of cash from the Wind-Down Entity, to resolve Disputed Claims, to prosecute the Causes of Action, to pay allowed Administrative and Priority claims against the Debtors (including professional fees), and, subject to the payment of Trust expenses and the retention of various reserves, to make distributions of cash to Interestholders in accordance with the Plan.

The Trust operates pursuant to the Plan and the Trust Agreement. The Trust was formed as a Delaware statutory trust and is administered by the Liquidation Trustee. The Wind-Down Entity, a wholly-owned subsidiary of the Trust operates pursuant to the Plan and the Wind-Down Entity LLC Agreement. The Wind-Down Entity was formed as a Delaware limited liability company and is administered by its Board of Managers, one of which is the Chief Executive Officer.

As of June 30, 2019, the number of Liquidation Trust Interests outstanding in each series is as follows:

Series of Interest	Number Outstanding
Class A Liquidation Trust Interests		11,433,623
Class B Liquidation Trust Interests		655,261

For each of the classes of Liquidation Trust Interests, the number of Liquidation Trust Interests outstanding will increase to the extent that Disputed Claims become Allowed Claims (as defined in the Plan).

Since the Plan Effective Date through June 30, 2019, the Wind-Down Group has disposed of approximately 68 properties for aggregate net sale proceeds of approximately $80.30 million. There can be no assurance that the amount of net sales proceeds that the Company will receive in the future will be consistent with the amount received during the period February 15, 2019 (inception) through June 30, 2019. The Company expects to complete the liquidation of its assets during the fiscal year ending June 30, 2022.

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Contribution to the Company

Net assets recorded by the Company as of the Plan Effective Date of February 15, 2019 were comprised of the following ($ in thousands):

Assets
Real estate assets held for sale:
Single family homes under development	$	361,000
Real estate assets available for sale:
Single family homes		186,119
Lots		45,910
Secured loans		9,707
Other properties		15,392
Subtotal		257,128
Real estate assets held for sale		618,128
Closing and other costs		(35,418	)
Real estate asset held for sale, net		582,710
Cash		36,020
Restricted cash		317
Other assets		2,297
Total assets	$	621,344
Liabilities
Accounts payable and accrued expenses	$	5,785
Accrued liquidation costs		232,067
Total liabilities	$	237,852
Net assets in liquidation	$	383,492

Consolidated Statement of Changes in Net Assets in Liquidation
For the period from February 15, 2019 (inception) through June 30, 2019
(In Thousands)

Net assets contributed on February 15, 2019	$	383,492
Change in assets and liabilities:
Changes in carrying value of assets and liabilities		(8,835	)
Distributions declared		(44,686	)
Net change in assets and liabilities		(53,521	)
Net assets in liquidation, as of June 30, 2019	$	329,971

Net assets in liquidation decreased approximately $53.52 million during the period from February 15, 2019 (inception) through June 30, 2019. This decrease was due to distributions declared of approximately $44.69 million which is net of $.01 million that was reversed for disallowed claims and changes in carrying value of assets and liabilities, net of $8.83 million. The components of the changes in carrying value of assets and liabilities, net are as follows ($ in millions):

Revaluation of real estate	$	(21.60	)
Decrease in construction costs accrued		12.32
Other		.45
	$	(8.83	)

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The majority of the revaluation of real estate and all of the decrease in construction costs are a result of a change in strategy for one real estate asset.

During the period from February 15, 2019 (inception) through June 30, 2019, the Company:

− Declared a distribution of $3.75 per Class A Liquidation Trust Interest, which totaled approximately $44.70 million.

− Completed construction of two single family homes (1966 Carla Ridge and 25211 Jim Bridger). These homes are currently listed for sale.

− Paid construction costs of approximately $22.48 million relating to the single family homes under development.

− Sold six single family homes, 57 lots, settled two loans and sold three other properties for net proceeds of approximately $80.30 million.

− Signed agreements to settle Causes of Action of approximately $1.66 million.

− Received Fair Funds Recoveries from the SEC of approximately $1.24 million.

− Paid holding and financing costs of approximately $3.50 million.

− Paid general and administrative costs of approximately $6.99 million, including approximately $.49 million of board member fees and expenses and approximately $3.58 million of post Plan Effective Date professional fees.

− Paid professional fees incurred before the Plan Effective Date of approximately $5.43 million.

− Recorded additional accrued liquidation costs, of approximately $3.17 million (net), consisting primarily of the CEO’s bonus accrual and additional state taxes for periods before the Plan Effective Date.

Liquidity and Capital Resources

Liquidity

The Company’s primary sources for meeting its capital requirements are its cash, its revolving line of credit availability, proceeds from the sale of its real estate assets and recoveries on Causes of Action. The Company’s primary uses of funds are and will continue to be for development costs, holding costs and general and administrative costs, all of which the Company expects to be able to adequately fund over the next 12 months from its primary sources of capital.

Capital Resources

In addition to consolidated cash and cash equivalents at June 30, 2019 of approximately $38.36 million (of which approximately $3.36 million is restricted), the capital resources available to the Company and its uses of liquidity are as follows:

Revolving Line of Credit

On April 9, 2019, the Wind-Down Entity entered into a $27.65 million revolving line of credit with a financial institution. The borrower under the line of credit is WB Propco, LLC, a wholly owned subsidiary of the Wind-Down Entity formed in connection with the line of credit. Borrowings by WB Propco, LLC under the line of credit are guaranteed by the Wind-Down Entity and four subsidiaries of WB Propco. The obligations of WB Propco, LLC’s four subsidiaries under the line of credit are secured by liens on an aggregate of four properties. The carrying value of the collateral for the line of credit was approximately $117 million at June 30, 2019. Borrowings under the line of credit are secured by a deed of trust, fixture filing, assignment of rents and security agreement from each of the property subsidiaries. The line of credit matures on May 1, 2020 and the outstanding borrowings bear interest at the prime rate (the prime rate was 5.50% at June 30, 2019). The interest rate is adjusted monthly but can never be lower than 5.25% per annum. Interest is payable monthly. The line of credit provides that upon the sale of one of the properties that is collateral for the line of credit, the outstanding balance, if any, is to be paid down in an amount equal to the lesser of (a) the Release Amount, as defined, for the sold property and (b) the then current outstanding principal amount and other amounts owing under the line of credit. In addition, the amount of the line of credit is reduced by an amount equal to the Allocated Loan Amount, as defined, for the property that was sold.

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As of June 30, 2019, no amounts were outstanding under the line of credit. On September 12, 2019, one of the properties that was collateral for the line of credit was sold and the amount available for borrowing under the line of credit was reduced to $25.38 million.

Sales of Real Estate

The Wind-Down Group is in the process of developing, marketing and selling its real estate assets, all of which are held for sale, with the exception of the 14 single family homes which were under development as of June 30, 2019. There can be no assurance as to the amount of net proceeds that the Company will receive from the sale of its real estate assets or when the net sales proceeds will be received. The net proceeds from the sales of real estate for the period from February 15, 2019 through June 30, 2019 may not be indicative of future net proceeds, which may be significantly lower. In addition, it may take longer to sell the properties than the Company has estimated.

Recoveries

During the period from February 15, 2019 (inception) through June 30, 2019, the Company recognized approximately $1.66 million from the settlement of Causes of Action and approximately $1.24 million from the SEC of Fair Funds Recoveries. The SEC remitted these amounts to the Company from civil penalties the SEC recovered because of activities that violated securities regulations. The Fair Funds Recoveries are to be distributed to the Company’s interestholders. There can be no assurance that the amounts the Company recovers from settling Causes of Action, from Fair Funds Recoveries and Forfeited Asset Recoveries in the future will be consistent with the amount recovered during the period from February 15, 2019 (inception) through June 30, 2019.

Uses of Liquidity

The primary uses of the Company’s liquidity are to pay (a) development costs, (b) holding costs, and (c) general and administrative costs. As of June 30, 2019, the Company’s total liabilities were approximately $192.50 million. The estimated costs recorded during the period from February 15, 2019 (inception) through June 30, 2019 may not be indicative of the costs in future periods, which may be significantly higher.

Given current cash balances, projected sales, availability under the line of credit, Causes of Action recoveries, and expected cash needs, the Company does not expect a deficiency in liquidity in the next 12 months. Due to the uncertain nature of future net sales proceeds, recoveries and costs to be incurred, it is not possible to be certain that the current liquidity will be adequate to cover all future financial needs of the Company. Creating contingent obligation agreements and/or seeking methods to reduce professional costs, including legal fees, and administrative costs are strategies that could be undertaken to address liquidity issues should they arise. These strategies could impact the Company’s ability to maximize recoveries from the settlement of Causes of Action.

Distributions

Distributions will be made at the sole discretion of the Liquidation Trustee in accordance with the provisions of the Plan and the Trust Agreement. As of June 30, 2019, the Liquidation Trustee has declared one distribution to the Class A Interestholders. In total, the aggregate amount of the March 29, 2019 cash distribution was approximately $44.70 million. Of this amount, approximately $42.31 million was paid to holders of Class A Liquidation Trust Interests on March 29, 2019. An additional amount of approximately $.56 million was paid to holders of Class A Liquidation Trust interests as additional claims were Allowed during the period from March 29, 2019 through June 30, 2019. An amount of approximately $.01 million was released from the restricted cash account and distributions declared were reduced by the same amount in respect to disallowed claims during the period from March 29, 2019 through June 30, 2019. As of June 30, 2019, approximately $1.81 million from that distribution remains in a restricted cash account in respect of unresolved claims.

The Liquidation Trustee will continue to assess the adequacy of funds held and expects to make one or more additional distributions of excess Trust assets to Interestholders, but does not currently know the timing or amount of any such distributions(s).

Contractual Obligations

As of June 30, 2019, the Company has contractual commitments related to construction contracts totaling approximately $75 million. The Company expects to complete the construction of these single family homes by the end of its fiscal year ending June 20, 2022. The Company has an office lease that expires in August 2020. The Company expects that it will lease office space until the liquidation process is completed.

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The following table summarizes future contractual obligations and commitments as of June 30, 2019 ($ in thousands):

	Less than 1 year		1-3 years		3-5 years		5 years		Total
Construction contracts(1)									$	75,000
Office lease		240		40		—		—		280
Total									$	75,280

(1) Since the construction contracts do not contain payment dates, the Company is not able to allocate the total obligation by period.

Off-Balance Sheet Arrangements

As of June 30, 2019, the Company did not have off-balance sheet arrangements, other than those disclosed under contractual obligations, that have or are reasonably likely to have a material effect on its consolidated financial statements, liquidity or capital resources.

Inflation

Until the Company completes liquidation of its assets, the Company may be exposed to inflation risks relating to increases in the costs of construction and other accrued liquidation costs.

Critical Accounting Policies and Practices

The Company’s consolidated financial statements are prepared in accordance with US GAAP. The accounting policies and practices that the Company believes are the most critical are discussed below. These accounting policies and practices require management to make decisions on subjective and/or complex matters that may inherently be uncertain.

Estimates are required to prepare the consolidated financial statements in conformity with US GAAP. Significant estimates, judgments and assumptions are required in a number of areas, including, but not limited to, the sales price of real estate assets, selling costs, development costs, holding costs and general and administrative costs to be incurred until the completion of the liquidation of the Company. In many instances changes in the accounting estimates are likely to occur from period to period. Actual results may differ from the estimates. The Company believes that the current assumptions and other considerations used in the consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in the Company’s consolidated financial statements, the resulting changes could have a material adverse effect on the Company’s net assets in liquidation.

Liquidation Basis of Accounting

Under Liquidation Basis of Accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that may be received upon the disposition of the assets (on an undiscounted basis). Liabilities are measured in accordance with US GAAP that otherwise applies to those liabilities.

The Company has not recorded any amount from future settlement of Causes of Action, Fair Funds or Forfeited Asset Recoveries in the accompanying consolidated financial statements because they cannot be reasonable estimated.

Valuation of Real Estate

The measurement of real estate assets held for sale is based on current contracts (if any), estimates and other indications of sales value, net of estimated selling costs.

Accrued Liquidation Costs

The estimated costs associated with implementing and completing the Company’s plan of liquidation are recorded as accrued liquidation costs. The Company has also recorded the estimated development costs to be incurred to prepare the assets for sale as well as the estimated holding costs to be incurred until the projected sale date and the estimated general and administrative costs to be incurred until the completion of the liquidation of the Company.

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Changes in Carrying Value

On a quarterly basis, the Company will review the estimated fair values and liquidation costs and record any significant variances. The Company will also revalue an asset when it is under contract for sale and the buyer’s contingencies have been removed. During the period that this occurs, the carrying value of the asset and the estimated closing and other costs will be adjusted, if necessary. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may include a change to the accrued liquidation costs related to the asset.

All changes in the estimated liquidation value of the Company’s assets, real estate held for sale and other assets, and liabilities are reflected as a change to the Company’s net assets in liquidation.

Quantitative Disclosures about Market Risk

As of June 30, 2019, the Company does not have any market risk exposure as defined by SEC Regulation 229.305. If the Company were to borrow under its line of credit, it would be exposed to the impact of interest rate changes on the line of credit.

Item 3.   Properties

The principal consolidated assets of the Company consist of cash, real estate assets, other assets, and Causes of Action.

As of June 30, 2019, the Company’s real estate assets had an aggregate estimated net realizable value of approximately $481.68 million. As of June 30, 2019, the Company’s accrued liquidation costs related to the development and holding of the Company’s real estate assets were $119.86 and $14.94 million, respectively.

The following is a summary of the most significant higher-value properties held by the Company as of June 30, 2019:

Address	City	Area	State	Zip	SqFt	Lot Size (Acres)
Development Properties(1)
1471 Forest Knoll Drive	Los Angeles	Hollywood Hills	CA	90069	11,000	.89
24055 Hidden Ridge Road	Hidden Hills	Hidden Hills	CA	91302	16,150	1.60
41 King Street	New York	Hudson Square	NY	10014	6,400	.30
1357 Laurel Way	Beverly Hills	Beverly Hills Post Office	CA	90210	11,200	.51
10721 Stradella Court	Los Angeles	Bel Air	CA	90077	21,000	1.15
1520 Carla Ridge	Beverly Hills	Trousdale Estates	CA	90210	7,200	.42
1484 Carla Ridge	Beverly Hills	Trousdale Estates	CA	90210	10,000	.58
642 St. Cloud Road	Los Angeles	Bel Air	CA	90077	29,000	1.07
638 Siena Way	Los Angeles	Bel Air	CA	90077	17,400	.85
1432 Tanager Way	Los Angeles	Bird Streets	CA	90069	9,000	.26
Available for Sale(2)
1966 Carla Ridge	Beverly Hills	Trousdale Estates	CA	90210	20,500	1.20
9127 Thrasher Avenue	Los Angeles	Bird Streets	CA	90069	10,000	.35
25211 Jim Bridger Road	Hidden Hills	Hidden Hills	CA	91302	12,300	4.36
141 S. Carolwood Drive	Los Angeles	Holmby Hills	CA	90024	12,200	9.51
9230 Robin Drive	Los Angeles	Bird Streets	CA	90069	N/A	.95

(1) All the properties identified on this table as development properties are being constructed as single family homes except for the New York property, which is being constructed as a townhouse.

(2) All of the properties identified on this table as available for sale are newly constructed single family homes except for the Carolwood property, which is an existing single family home and 9230 Robin Dr., which is a residential lot.

The Company expects that construction of nine homes will be completed during fiscal year 2020, construction of an additional four homes will be completed during fiscal year 2021, and construction of a single additional home will be completed during fiscal year 2022. Although this construction schedule is based on assumptions believed to be reasonable, residential real property construction is subject to many potential risks and delays, and no assurance can be given that the anticipated completion schedule will be realized.

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As of June 30, 2019, the Company owned 25 single family homes. Fourteen of the single family homes were under construction and the other 11 were held for sale. The aggregate estimated net realizable value of the single family homes under construction and the single family homes held for sale was approximately $265.34 million and $182.88 million, respectively. During the period from July 1, 2019 through September 30, 2019, four single family homes held for sale were sold for net proceeds of approximately $18.13 million.

As of June 30, 2019, in addition to the 25 single family homes (under development and available for sale), the Company also owned 70 real estate assets that were held for sale. These assets included 35 lots, 20 secured loans and 15 other properties. Of the lots, three are located in Los Angeles, California and 32 are located in Colorado. The loans are secured by properties located primarily in the Midwest and eastern United States. The other properties are located primarily in Colorado, Hawaii and the Midwest. The aggregate estimated net realizable value of the non-single family home real estate assets held for sale was approximately $33.46 million. During the period from July 1, 2019 through September 15, 2019, ten lots and two other properties were sold and one secured loan was settled for aggregate net proceeds of approximately $20.96 million.

The sale of properties requires no approval by the Bankruptcy Court. Approval of the sale of properties by the Trust is required, and the procedure for such approval is the subject of an agreed-upon protocol between the Trust and the Wind-Down Entity. Under the protocol, which is subject to change from time to time, the Trust has approved in advance the sale of all except three specified properties, provided that the price of the property proposed to be sold is at or above the approved low-case price for such property in the Wind-Down Group’s business plan. In case of the three specified properties, the Wind-Down Entity is required to obtain the Trust’s approval for any sale, regardless of price. Additionally, under the protocol, the Liquidation Trustee is entitled to participate, ex officio, in all meetings of the Board of Managers of the Wind-Down Entity.

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Item 4.   Security Ownership of Certain Beneficial Owners and Management

The Trust does not have any securities that vote for the election of the Liquidation Trustee and, consequently, does not have any “voting securities” within the meaning of the Exchange Act and the regulations under such statute applicable to the disclosure of 5% holders of voting securities. The Liquidation Trustee, the Board of Managers and the executive officers of the Wind-Down Entity are not the beneficial owners of any of the Liquidation Trust Interests. Other than the requirements and procedures for removal and replacement of the Liquidation Trustee or a member of the Supervisory Board (see “E. Operations and Management of the Company” under “Item 1. Business” of this Registration Statement), the Liquidation Trustee has no knowledge of any arrangements which may result in a change of control of the Trust.

The following table sets forth certain information regarding the equity securities of the Trust beneficially owned by each member of the Supervisory Board, the Liquidation Trustee and each executive officer named in the Summary Compensation Table (see “Item 6. Executive Compensation” of this Registration Statement), and all members of the Supervisory Board, the Liquidation Trustee and all executive officers of the Wind-Down Entity as a group on June 30, 2019:

Name of Beneficial Owner	Class of Liquidation Trust Interest	Amount and Nature of Beneficial Interest	Percent of class(1)
Jay Beynon	Class A	6,666.67(2)	Less than 1%
	Class B	0	0
Raymond C. Blackburn, M.D.	Class A	35,788.06(3)	Less than 1%
	Class B	13,574.78(4)	2.07%
Terry R. Goebel	Class A	0	0
	Class B	0	0
Lynn Myrick	Class A	23,819.17(5)	Less than 1%
	Class B	1,590.81(6)	Less than 1%
John J. O’Neill	Class A	8,786.60(7)	Less than 1%
	Class B	0	0
M. Freddie Reiss	Class A	0	0
	Class B	0	0
Michael I. Goldberg	Class A	0	0
	Class B	0	0
Frederick Chin	Class A	0	0
	Class B	0	0
Marion Fong	Class A	0	0
	Class B	0	0
David Mark Kemper II	Class A	0	0
	Class B	0	0
All Supervisory Board members and the executive officers, as a group	Class A	75,060.50	Less than 1%
	Class B	15,165.59	2.31%

(1) Based on 11,433,623 Class A Liquidation Trust Interests and 655,261 Class B Liquidation Interests outstanding as of June 30, 2019.

(2) As trustee of a family trust.

(3) Of which 25, 485.81 are held with his spouse and the remainder is beneficially owned in an individual retirement account.

(4) Of which 9,667.03 are held with his spouse and the remainder is beneficially owned in an individual retirement account.

(5) Of which 13,449.54 are held by a limited liability company of which Ms. Myrick is a member, 9,224.33 are held by a family trust of which Ms. Myrick is a beneficiary, and 1,145.30 are held in an individual retirement account of which Ms. Myrick is a beneficiary.

(6) Held by a family trust of which Ms. Myrick is the beneficiary.

(7) Beneficially owned together with spouse.

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Item 5.   Directors and Executive Officers

The Liquidation Trustee

The Trust does not have directors or executive officers. All of the management and executive authority over the Trust resides in the Liquidation Trustee, subject to the supervision of the Supervisory Board.

Michael I. Goldberg, Esq., the Liquidation Trustee, age 56, has served as the Liquidation Trustee since inception of the Trust on February 15, 2019. Prior to that time, Mr. Goldberg served as a member of the Debtors’ independent Board of Managers, and had been the SEC’s designee to that Board. Mr. Goldberg was unanimously selected to be the Liquidation Trustee by the Unsecured Creditors’ Committee, the Noteholder Committee, and the Unitholder Committee in the Debtors’ Bankruptcy Cases. Mr. Goldberg has been a partner in the law firm of Akerman LLP since 1997, where he is chair of the Fraud & Recovery Practice Group, a comprehensive fraud management team focusing on Ponzi schemes, receiverships, and EB-5 fraud. Mr. Goldberg has managed some of the largest Ponzi scheme liquidation recoveries in United States history and routinely testifies as a qualified expert witness on Ponzi schemes in federal and state court cases. Mr. Goldberg currently is the Receiver for Jay Peak and Q Resort, Inc., the owners and operators of a ski resort in northern Vermont. For over 25 years, Mr. Goldberg has practiced law in the area of fraud and recovery and bankruptcy and reorganizations, regularly serving a court-appointed fiduciary in unwinding Ponzi schemes. Mr. Goldberg holds Bachelor of Arts and Juris Doctor degrees from Boston University and a Master’s of Business Administration from New York University. He is admitted to practice law in state and federal courts in Florida and New York.

The Liquidation Trustee serves for the duration of the Trust, subject to earlier death, resignation or removal. The Liquidation Trustee may resign at any time by giving the Interestholders and the Supervisory Board at least sixty (60) days written notice of his or her intention to do so. A Liquidation Trustee may be removed and replaced by an order of the Bankruptcy Court upon the motion of the Supervisory Board and a showing of good cause, except that any proposed removal and replacement of Michael Goldberg as Liquidation Trustee will require a determination by the Bankruptcy Court that “cause” exists for such removal and replacement using the standard under Bankruptcy Code section 1104 made after notice of such proposed removal and replacement has been provided to the SEC. Under Bankruptcy Code section 1104, “cause” includes fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the Trust.

The Supervisory Board of the Trust

The Liquidation Trustee is subject to the supervision, to the extent provided in the Plan, of the Supervisory Board. The Supervisory Board consists of six members, five of whom have served as members of the Supervisory Board since inception and one of whom was elected on August 21, 2019. Except as otherwise indicated below, during the past five years none of the following named individuals has served or held a position with any company that is a parent, subsidiary or other affiliate of the Trust.

Jay Beynon, age 72, has been a member of the Supervisory Board since inception of the Trust and was appointed to such office in accordance with the Plan and Trust Agreement. Beginning in February 2018 and continuing until February 15, 2019, Mr. Beynon served as a member of the Ad Hoc Noteholder Group in the Bankruptcy Cases. Mr. Beynon is a real estate investor and, prior to his retirement in 2011, was a businessman with over 26 years’ experience, including as founder and chief executive officer of The Beynon Company, a graphic design agency, and the founder of Hot Rod Speed Works, the designer and fabricator of custom automobiles.

Raymond C. Blackburn, M.D., age 70, has been a member of the Supervisory Board since inception of the Trust and was appointed to such office in accordance with the Plan and Trust Agreement. Beginning in January 2018 and continuing until February 15, 2019, Dr. Blackburn served as a member of the Ad Hoc Unitholder Committee in the Bankruptcy Cases. Dr. Blackburn is a licensed physician in Texas and holds a Bachelor of Arts in Chemistry from Oakwood University and a Doctor of Medicine from Loma Linda University School of Medicine. Dr. Blackburn specialized and practiced dermatology in Dallas, Texas for nearly 38 years. Retired since August 2016, Dr. Blackburn maintains an active medical license in Texas. He is a retired member of the Dallas County Medical Society, the Texas State Medical Society and the American Academy of Dermatology.

Terry R. Goebel, age 66, has been a member of the Supervisory Board since inception of the Trust and was appointed to such office in accordance with the Plan and Trust Agreement. Mr. Goebel currently serves as Chair of the Supervisory Board. Beginning in December 2017 and continuing until February 15, 2019, Mr. Goebel served as a member of the Unsecured Creditors’ Committee in the Bankruptcy Cases, having been appointed to such position

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by the U.S. Trustee’s Office. Mr. Goebel is the President and a principal owner of G3 Group LA, a California-licensed general contractor specializing in the development of high-end, luxury residences. Mr. Goebel’s responsibilities at G3 Group LA include oversight of field operations.

Lynn Myrick, age 75, has been a member of the Supervisory Board since inception of the Trust and was appointed to such office in accordance with the Plan and Trust Agreement. Ms. Myrick was appointed to the Unsecured Creditors’ Committee in the Bankruptcy Cases on April 3, 2018 by the U.S. Trustee’s Office, succeeding to her husband Ron Myrick’s position after his death, and continued to serve on that committee until February 15, 2019. Retired since 2013, Ms. Myrick worked as an elementary school teacher and has experience in charitable fund-raising for the Boston Ballet and the Southwest Florida Symphony Society. Ms. Myrick holds an Associate of the Arts in Interior Design and a Bachelor of Science from the University of Louisville.

John J. O’Neill, age 76, has been a member of the Supervisory Board since inception of the Trust and was appointed to such office in accordance with the Plan and Trust Agreement. Beginning in December 2017 and continuing until February 15, 2019, Mr. O’Neill served as a member of the Unsecured Creditors’ Committee in the Bankruptcy Cases, having been appointed to such position by the U.S. Trustee’s Office. Retired since 2014, Mr. O’Neill is a former account executive at Merrill Lynch and the former president of an independently owned beverage distributor. Mr. O’Neill holds a Bachelor of Arts in Business Administration from Dickinson State University.

M. Freddie Reiss, age 72, has been a member of the Supervisory Board since August 21, 2019, at which time he was appointed to such office by the Supervisory Board. Mr. Reiss is the sole member of the Audit Committee of the Supervisory Board. Additionally, Mr. Reiss has been a member of the Board of Managers since its inception and was appointed to such office under the Plan. Prior to that time, Mr. Reiss served as a member of the Debtors’ Board of Managers during the Bankruptcy Cases. Mr. Reiss is the former Senior Managing Director of the Corporate Finance/Restructuring Practice at FTI Consulting, an independent global business advisory firm, a position from which he retired in 2013. Mr. Reiss has been an independent director of Blackrock TCP Tennenbaum Capital Corp. since August 2016. Mr. Reiss’s prior positions during the previous five years, each of which has since concluded, include the following: (i) independent director of JH Capital Group (August 2018 to April 2019); (ii) independent director of Fallas Paredes, a brand name and private label clothing retailer (October 2018 to January 2019); (iii) special advisor of Shipston Automotive Engineering Limited, an automotive company (May 2018 to July 2018); (iv) independent director of Classic Party Rentals, a special event rental company (March 2017 to August 2017); (v) independent director of Ares Dynamic Credit Allocation Fund Inc., a public investment company (March 2016 to November 2016); (vi) managing member of Variant Holding Company LLC (September 2014 to November 2016); (vii) independent director and chair of the audit committee of Contech Engineered Solutions (February 2011 to November 2016); (viii) independent director and chair of the audit committee of ATLS Acquisitions LLC/Liberty Medical Group (June 2013 to August 2015); and (ix) independent director of Tennenbaum Capital Partners, LLC – Special Value Opportunities Fund (December 2012 to June 2015). Mr. Reiss has over thirty years’ experience in strategic planning, cash management, liquidation analysis, covenant negotiations, forensic accounting and valuation. He specializes in advising on bankruptcies, reorganizations, business restructurings and providing expert witness testimony in respect of underperforming companies. Mr. Reiss is a certified insolvency and restructuring advisor, a certified public accountant in New York and California and a certified turnaround professional. He has been inducted into the American College of Bankruptcy and the Turnaround Management Association’s Hall of Fame. Mr. Reiss is a member of the American Institute of Certified Public Accountants and has completed the Director Education and Certification Program and the John E. Anderson School of Management of the University of California at Los Angeles. He holds a B.B.A. from City College of New York’s Bernard Baruch School of Business and a Master’s of Business Administration from City University of New York’s Baruch College.

Management of the Wind-Down Group

Frederick Chin, age 59, has been the Chief Executive Officer and a member of the Board of Managers since its inception and was appointed to such offices pursuant to the Plan. Mr. Chin also serves as Chief Executive Officer of each of the Wind-Down Subsidiaries. Mr. Chin served as the Chief Executive Officer of the Debtors from his appointment to that position on January 29, 2018 until the Plan Effective Date. Over the past 40 years, Mr. Chin has been engaged full time in providing real estate valuation, consulting, advisory, research, due diligence, financial structuring, ownership, restructuring, and operational turnaround services. Mr. Chin has served in executive roles as Chief Executive Officer, Chief Operating Officer, and Chief Restructuring Officer of public and private real estate companies involved in homebuilding, land development, and commercial office portfolios in Southern California and

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Nevada. Mr. Chin was a partner at Ernst & Young LLP from 1995 until 2004 and was a principal with Kenneth Leventhal and Company from 1993 until 1995. Mr. Chin has testified as a real estate expert in deposition or trial on over 50 occasions in federal and state courts throughout the United States. During the past five years, Mr. Chin has served as a member of the board of managers of TR Holdings, Inc., a privately held company and the owner of a ski resort in Idaho (March 2014 to March 2017), and of 1155 Island Avenue, LLC, a privately held company and the owner of a commercial office building in Southern California (December 2014 to December 2018). Mr. Chin is a member of the Appraisal Institute and was awarded the MAI Designation in 1987. Mr. Chin is also a Certified Insolvency and Restructuring Advisor of the Association of Insolvency and Restructuring Advisors, and holds the CRE designation from the Counselors of Real Estate. Mr. Chin holds a B.S. in Finance and Real Estate from the University of Arizona.

The Chief Executive Officer of the Wind-Down Entity is subject to the supervision of a Board of Managers. In addition to Mr. Chin, the following individuals are members of the Board of Managers:

Richard Nevins, age 72, has been a member of the Board of Managers since its inception and was appointed to such office under the Plan. Prior to that time, Mr. Nevins served as a member of the Debtors’ Board of Managers during the Bankruptcy Cases. An independent financial advisor, Mr. Nevins has been a director of Cadiz, Inc., a publicly-held natural resources company, since July 2016. During the past five years, Mr. Nevins has been a director of Foodservicewarehouse.com LLC, a publicly-held restaurant equipment company (March 2016 to October 2016), Saratoga Resources, Inc., a publicly-held oil exploration and production company (May 2014 to October 2016), and several privately-owned companies, including Travel Management Company Intermediate Holdings, LLC (March 2019 to May 2019), a light aircraft charter services provider, and Harvey Gulf International Marine, an offshore oil service company (October 2017 to July 2018). Mr. Nevins has over thirty years’ experience in investment banking and financial advisory services, including as former Managing Director of Jefferies & Company, Inc., Smith Barney, and Drexel Burnham Lambert, and holds a Master’s of Business Administration from Stanford University—Graduate School of Business and a Bachelor of Arts in Economics from University of California, Riverside.

M. Freddie Reiss, age 72, has been a member of the Board of Managers since its inception and was appointed to such office under the Plan. See “Item 5. Directors and Executive Officers” of this Registration Statement under the caption “The Trust”).

In addition to Mr. Chin, the following individuals are executive officers of the Wind-Down Group:

Marion Fong, age 55, has been the Chief Financial Officer of the Wind-Down Entity since February 2019. Ms. Fong serves in the same capacity for the Wind-Down Subsidiaries. Ms. Fong is the founder and principal of Mariposa Real Estate Advisors, LLC (January 2001 to present), which provides real estate financial consulting services to public and private real estate companies, institutional investors, developers, operators and lenders. Ms. Fong has over 30 years’ experience in the real estate industry, including knowledge of many aspects of real estate development, acquisitions, dispositions, transaction structuring, work-outs and restructuring and capital access. Ms. Fong was a partner in the Real Estate Advisory Service Group of Ernst & Young LLP and was a Senior Manager at Kenneth Leventhal & Company. Ms. Fong was admitted to the Counselors of Real Estate in 2000, and earned her Bachelor of Arts in Economics from Occidental College.

David Mark Kemper II, age 41, has been the Chief Operating Officer and Chief Investment Officer of the Wind-Down Entity since February 2019. Mr. Kemper serves in the same capacity for the Wind-Down Subsidiaries. Prior to such appointment, Mr. Kemper served as financial advisor at Province, Inc., a nationally recognized financial advisory firm focusing on growth opportunities, restructurings and fiduciary-related services (March 2017 to February 2019), where he represented unsecured creditors in corporate bankruptcies and provided management and restructuring services to various companies. During the past five years, Mr. Kemper also has served as managing director of LandCap Advisors, a company engaged in providing real estate consulting services (October 2013 to March 2017), where Mr. Kemper provided clients with real estate management and restructuring, lease advisory, valuation and feasibility, transaction advisory, portfolio, and project management services. Mr. Kemper has over 20 years’ experience in financial advisory, real estate and accounting services. Mr. Kemper holds a B.A. in Accounting from St. Mary’s University.

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Item 6.   Executive Compensation

Summary Compensation Table

Name and Principal Position at June 30, 2019(1)	Year	Base(2)		Bonus(2)(3)			All Other Compensation(2)(4)			Total
Michael I. Goldberg, Esq. Liquidation Trustee	2019	$	193,554	$	81,873	(5)	$	(4)		$	275,427
Frederick Chin, Wind-Down Entity CEO	2019	$	280,220	$	0		$	(4	)		280,220
Marion Fong, Wind-Down Entity CFO	2019	$	168,132	$	0		$	(4	)		168,132
David Mark Kemper II, Wind-Down Entity COO and CIO	2019	$	130,769	$	0		$	(4	)		130,769

(1) Includes all individuals who may be considered the executive officers of the Trust or the Wind-Down Entity. Each of such individuals has occupied his or her respective current position since February 15, 2019.

(2) For the period from February 15, 2019 through June 30, 2019.

(3) Bonuses are attributed to the fiscal year with respect to which they are earned rather than paid.

(4) In addition to salary and bonus, the named executive officers (other than Mr. Goldberg) may receive other annual compensation in the form of perquisites and personal benefits. For fiscal 2019, the total value of such perquisites and personal benefits did not exceed $10,000 in the aggregate for any named executive officer.

(5) Incentive compensation equal to 5% of total gross amounts recovered by the Trust from the pursuit of Causes of Action.

Liquidation Trustee of the Trust

As compensation in respect of service as Liquidation Trustee, Mr. Goldberg is entitled to (i) base compensation at an hourly rate of $550 per hour for 2018, with 10% rate raises commencing at the beginning of calendar years 2019 and 2020 and (ii) incentive compensation equal to 5% of total gross amounts recovered by the Trust from the pursuit of Causes of Action. Mr. Goldberg is not entitled to equity compensation, perquisites or personal benefits.

Mr. Goldberg’s base compensation was not determined by the Supervisory Board, but instead was established by, and the amount is fixed under, the Trust Agreement. Such base compensation cannot be modified except by amendment of the Trust Agreement. Amendment of the Trust Agreement effecting a modification of the compensation of the Supervisory Board would require either (a) an order of the Bankruptcy Court or (b) a written amendment signed by the Liquidation Trustee, which amendment has received the prior written approval of a majority of the members of the Supervisory Board. It is the understanding of the Supervisory Board that the base compensation is intended to compensate Mr. Goldberg for his time spent performing services as Liquidation Trustee. The Supervisory Board believes that base compensation at an hourly rate is standard and customary for bankruptcy and insolvency trustees, and that $550 does not exceed Mr. Goldberg’s customary hourly rate for legal services performed by him as a partner of Akerman LLP.

Mr. Goldberg’s incentive compensation has been determined by the Supervisory Board, in the exercise of its discretion as authorized by the Trust Agreement, as five percent (5%) of the total gross proceeds recovered by the Trust from the pursuit of Causes of Action by the Trust. Such incentive compensation is intended to compensate Mr. Goldberg for services performed above and beyond the time commitment required of the Liquidation Trustee. The Supervisory Board believes that incentive compensation based on the value of recoveries on Causes of Action is standard and customary for bankruptcy and insolvency trustees, and is designed to maximize the value of recoveries on Causes of Action and appropriately align the economic interests of the Liquidation Trustee with those of the Trust.

Payment of compensation to the Liquidation Trustee or his professionals in connection with any individual request for compensation is subject to the following procedures, specified in the Trust Agreement:

• the Liquidation Trustee must submit to the Supervisory Board an itemized statement or statements reflecting all fees and itemized costs to be reimbursed;

• after seven (7) days after the delivery of the statements, the amount reflected in the statements may be paid by the Trust unless, prior to the expiration of such seven-day period, the Supervisory Board has objected in writing to any compensation reflected in the Statement; and

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• in the case of any Supervisory Board objection to payment, the undisputed amounts may be paid and the disputed amounts may only be paid by agreement of the Supervisory Board, or pursuant to order of the Bankruptcy Court, which retains jurisdiction over all disputes regarding the Liquidation Trustee’s and his or her professionals’ compensation.

Chief Executive Officer of the Wind-Down Entity

The Wind-Down Entity and its Chief Executive Officer Frederick Chin are parties to an Amended and Restated Employment Agreement dated July 31, 2019. The term of the employment agreement expires on August 15, 2021, subject to two additional consecutive renewals of one fiscal quarter each if the wind down of the Wind-Down Group remains to be completed. Under the employment agreement, Mr. Chin is entitled to an annual base salary and incentive compensation. Mr. Chin’s annual base salary is $750,000, subject to annual increase not to exceed 10% of the prior year’s annual base salary based on a merit review by the Board of Managers.

Mr. Chin is eligible for certain potential bonuses based on the cumulative amount of distributions of cash made by the Wind-Down Entity to the Trust during certain specified periods as set forth in the table below. For each period, a threshold amount of distributions must be made during such period for any bonus to be earned. Any bonuses earned are to be paid within 30 days of the end of the applicable period, however, Mr. Chin will not be entitled to any bonus regardless of the cumulative amount of distributions in any period if Mr. Chin is terminated by the Wind-Down Entity for “Cause” or if Mr. Chin voluntarily resigns other than for “Good Reason” before (i) September 14, 2021 with respect to a category A bonus or (ii) within 30 days of the end of the applicable period with respect to a category B bonus, in each case as identified in the chart below. For purposes of determining the amount of cumulative distributions during the period for a category B bonus, cash amounts collected by the Wind-Down Group but not distributed to the Trust during any such period may be counted in cumulative distributions for such period so long as the Board of Managers of the Wind-Down Entity certifies that such cash will be distributed to the Trust in a subsequent period.

Bonus Category	Period	Threshold Amount	Cumulative Amount Distributions During Period	Bonus Payment Amount for Period
A	February 15, 2019 through the earlier to occur of the expiration of the term of Mr. Chin’s employment agreement and the completion of the liquidation process for the Wind-Down Entity	$351,093,000	$351,093,000 to $401,442,999	$1,125,000
			$401,443,000 to $528,584,999	$1,500,000
			$528,585,000 or over	$1,875,000

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Bonus Category	Period	Threshold Amount	Cumulative Amount Distributions During Period	Bonus Payment Amount for Period
B	February 15, 2019 through December 31, 2019	$97,332,000	$97,332,000 to $106,504,999	$487,500
			$106,505,000 to $125,454,999	$637,500
			$125,455,000 or more	$862,500
	February 15, 2019 through December 31, 2020	$178,677,000	$178,677,000 to $206,372,999	$487,500
			$206,373,000 to $262,744,999	$637,500
			$262,745,000 or more	$862,500
	February 15, 2019 through December 31, 2021	$351,093,000	$351,093,000 to $401,442,999	$487,500
			$401,443,000 to $528,584,999	$637,500
			$528,585,000 or more	$862,500

If Mr. Chin’s employment is terminated by the Wind-Down Entity without “Cause,” or if Mr. Chin resigns for “Good Reason,” Mr. Chin will be entitled, in addition to accrued salary and earned but unpaid bonuses, continued base salary for the remainder of the term of the Employment Agreement plus payments of the bonus amounts as set forth in the chart above to which Mr. Chin would have been entitled if he had remained employed during the entire term of the employment agreement (such bonus amounts to be paid if and when otherwise due under the employment agreement). If Mr. Chin’s employment is terminated by his death or disability, Mr. Chin or his estate will be entitled to receive, in addition to accrued salary and earned but unpaid bonuses, payments of the bonus amounts set forth in the chart above to which Mr. Chin would have been entitled if he had remained employed during the entire term of the employment agreement (such bonus amounts to be paid if and when otherwise due under the employment agreement), prorated on the basis of the distributions actually made prior to the effective date of termination for the period(s) applicable to the bonus determination.

The Wind-Down Entity is obligated, under the employment agreement, the Wind-Down Entity LLC Agreement and an Indemnification Agreement with Mr. Chin dated February 27, 2019, to indemnify and hold harmless Mr. Chin from and against certain liabilities, losses, damages and expense incurred by him by reason of his acts or omissions as an officer of the Wind-Down Entity.

Under the employment agreement, Mr. Chin is entitled to four weeks of paid vacation each year and Mr. Chin and his eligible dependents are entitled to participate in the Wind-Down Entity’s health, dental vision and life insurance coverages.

Compensation Committee Interlocks and Insider Participation

Neither the Trust nor the Wind-Down Entity has a compensation committee or other board committee performing equivalent functions. During the fiscal year ended June 30, 2019, all members of the Supervisory Board participated in deliberations regarding Mr. Goldberg’s and Mr. Chin’s compensation, without participation by any other officer and employee of the Trust or the Wind-Down Entity. During the fiscal year ended June 30, 2019, all members of the Board of Managers, and Mr. Goldberg, participated in deliberations concerning compensation of the executive officers of the Wind-Down Entity.

Compensation of Supervisory Board and Board of Managers

Each member of the Supervisory Board receives, as compensation in respect of service on the Supervisory Board, (i) $10,000 per month through January 31, 2020, (ii) $7,500 per month from February 1, 2020 through

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January 31, 2021, (iii) $5,000 per month from February 1, 2021 through January 31, 2022, and (iv) $2,500 per month for each calendar month thereafter until termination of the Trust in accordance with the Plan (prorated as appropriate if a member commences his or her service other than on the first day of a month or terminates his or her service other than on the last day of a month). Supervisory Board members also are entitled to reimbursement by the Trust of all actual, reasonable and documented out-of-pocket expenses incurred in connection with their service on the Supervisory Board.

The compensation of the Supervisory Board was not determined by the Supervisory Board, but instead was established by, and is fixed under, the Trust Agreement and cannot be modified except by amendment of the Trust Agreement. An amendment of the Trust Agreement effecting a modification in the compensation of the Supervisory Board would require either (a) an order of the Bankruptcy Court or (b) a written amendment signed by the Liquidation Trustee, which amendment has received the prior written approval of a majority of the members of the Supervisory Board.

Each member of the Board of Managers (other than the CEO) receives, as compensation in respect of service on the Board of Managers, (i) $20,000 per month through January 31, 2020 and (ii) $15,000 per month for each calendar month of service thereafter. The Wind-Down Entity is required to reimburse each Manager in respect of all actual, reasonable and documented out-of-pocket expenses incurred by such Manager in accordance with Wind-Down Entity policies.

Item 7.   Certain Relationships and Related Transactions and Supervisory Board Member Independence

The Supervisory Board has chosen the director independence standards of the New York Stock Exchange (the “NYSE”) to determine the independence of the members of the Supervisory Board. The Trust is not, however, a company listed with the NYSE and does not intend to apply for listing with the NYSE. Furthermore, the Trust believes that, if it were a NYSE-listed company, the Supervisory Board would be exempt from the director independence requirements of the NYSE by reason of one or more available exemptions from such requirements, including exemptions for companies in bankruptcy proceedings, passive business organizations in the form of trusts, and the issuers of special purpose securities.

Applying the NYSE independence standard, the Supervisory Board has determined that all of its members other than Terry Goebel are independent. In making this determination, the Supervisory Board concluded that neither the fees paid by the Trust in respect of service on the Supervisory Board nor the ownership of Liquidation Trust Interests by any member of the Supervisory Board precluded a finding of independence. Furthermore, the Supervisory Board determined that the participation by Mr. Beynon, or his family trust, in a class action against Comerica Bank (see “Item 8. Legal Proceedings” of this Registration Statement) does not constitute a material relationship with the Trust or any of its subsidiaries, either directly or as a partner, shareholder or officer of any organization that has a relationship with the company.

The Supervisory Board was unable to determine the absence of a material relationship between the Wind-Down Group and Supervisory Board member Terry Goebel, who is president and a principal owner of G3 Group LA, a construction firm specializing in the development of high-end, luxury residences. G3 Group LA is owned by Terry Goebel and his son Kelly Goebel. The Wind-Down Group is under contract with G3 Group LA for the development of two residential real properties in the Los Angeles area (the “G3 Contracts”). The approximate aggregate estimated dollar value of the transactions under the G3 Contracts as of June 30, 2019 is $42.8 million, of which $17.0 million was unpaid as of June 30, 2019.

The Trust has a written Related Person Transaction Policy. It requires that any “Related Person Transaction” to which the Trust is a participant must be reviewed and approved in advance by Supervisory Board and any “Related Person Transaction” to which the Wind-Down Group is a participant must be reviewed and approved in advance by the Board of Managers (the applicable board, in each instance, whether the Supervisory Board or the Board of Managers, the “Applicable Board”). Under the policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) that occurred since the beginning of the Trust’s most recent fiscal year in which the Trust (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person had, has or will have a direct or indirect material interest. For purposes of this policy, a “Related Person” means:

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• any person who is, or at any time since the beginning of the Trust’s last fiscal year was, the Liquidation Trustee, a member of the Supervisory Board, a member of the Board of Managers, an executive officer of the Wind-Down Entity or a nominee to become a member of the Board of Managers or a more than 5% beneficial owner of the Trust;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Liquidation Trustee, a member of the Board of Managers, an executive officer of the Wind-Down Entity, or a nominee to become a member of the Board of Managers, or a more than 5% beneficial owner of the Trust, and any person (other than domestic employees or tenant) sharing the household of any such person; and

• any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

The following transactions are not considered Related Person Transactions for purposes of this policy: (a) base compensation for services rendered as the Liquidation Trustee, paid in accordance with the Liquidation Trust Agreement; (b) compensation for services rendered as a member of the Supervisory Board, paid in accordance with the Liquidation Trust Agreement; (c) in accordance with the Liquidation Trust Agreement, reimbursement of expenses incurred by the Liquidation Trustee or any member of the Supervisory Board incurred in the ordinary course of carrying out their respective responsibilities in such capacities; (d) any transaction where the rates or charges involved in the transaction are determined by competitive bids; or (e) any transaction that involves the rendering of services at rates or charges fixed in conformity with law or governmental authority.

Furthermore, neither the G3 Contracts nor the payment or performance by the Wind-Down Group of its obligations thereunder in accordance with the current terms thereof are considered a Related Person Transaction for purposes of the policy. The G3 Contracts were entered into between the Debtors and G3 before the organization of the Trust and did not require any review, approval or ratification under the Related Person Transaction Policy.

Under the policy, the Applicable Board is to consider all of the relevant facts and circumstances available, including (if applicable), but not limited to:

• The benefits to the Trust and the Wind-Down Entity;

• The impact on the independence of a member of the Supervisory Board or the Board of Managers in the event the Related Person is a member of the Supervisory Board, a member of the Board of Managers, an immediate family member of any such member, or an entity in which any such member is a director, officer, manager, principal, member, partner, shareholder or executive officer;

• The availability of other sources for comparable products or services;

• The terms of the transaction; and

• The terms available to unrelated third parties and employees generally.

The policy prohibits any member of the Applicable Board from participating in any review, consideration or approval of any Related Person Transaction with respect to which such member or any of his or her immediate family members is the Related Person. The Applicable Board may approve only those Related Person Transactions that are in, or are not inconsistent with, the best interests of the Trust and their stakeholders, as the Applicable Board determines in good faith. In addition, no immediate family member of the Liquidation Trustee or any member of the Supervisory Board, member of the Board or Managers, or executive officer of the Wind-Down Group may be hired as an employee of the Trust or the Wind-Down Group unless the employment arrangement is approved in advance by the Applicable Board. In the event a person becomes a director or executive officer of the Trust or the Wind-Down Group and an immediate family member of such person is already an employee of the Trust or the Wind-Down Group, no material change in the terms of employment, including compensation, may be made without the prior approval of the Applicable Board (except, if the immediate family member is himself or herself an executive officer of the Trust or the Wind-Down Group, any proposed change in the terms of employment must be reviewed and approved in the same manner as other executive officer compensatory arrangements).

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The Audit Committee of the Supervisory Board has the authority, subject to a final review by all disinterested members of the Supervisory Board, to review and approve all Related Person Transactions in which the Trust is a participant.

Item 8.   Legal Proceedings

The following is a description of pending litigation as of June 30, 2019:

Comerica Bank litigation. There are two pending actions in the United States District Court of the Central District of California against Comerica Bank, the institution at which the Debtors maintained all of their bank accounts, alleging various causes of action:

(1) In re Woodbridge Investments Litigation, Case No. 2:18-cv-00103-DMG-MRW (C.D. Cal.) is a consolidated class action brought on behalf of former Noteholders and Unitholders against Comerica Bank. It is comprised of five separate lawsuits, each of which currently has its own operative complaint with specific causes of action against Comerica:

• Jay Beynon Family Trust DTD 10/23/1998, et al. v. Comerica Bank, Case No. 2:18-cv-00103-DMG (C.D. Cal., filed Jan. 4, 2018): The First Amended Complaint (filed February 9, 2018) alleges causes of action for aiding and abetting fraud; aiding and abetting breach of fiduciary duty, negligence, and violation of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq.

• Prince, et al. v. Comerica Bank, Case No. 2:18-cv-00430-DMG (C.D. Cal., filed Jan. 17. 2018): The Complaint alleges causes of action for aiding and abetting fraud, aiding and abetting breach of fiduciary duty, negligence, gross negligence, unjust enrichment, violation of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq., and violation of Cal. Corp. Code § 25504.1

• Landman, et al. v. Comerica Bank, Case No. 2:18-cv-00471-DMG (C.D. Cal., filed Jan. 18, 2018): The Complaint alleges causes of action for aiding and abetting fraud, aiding and abetting breach of fiduciary duty, and negligence

• Gordon, et al. v. Comerica Bank, Case No. 2:18-cv-01298-DMG (C.D. Cal., filed Feb. 16, 2018): The Complaint alleges causes of action for aiding and abetting fraud, aiding and abetting breach of fiduciary duty, negligence, and violation of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq.

• Baker, et al. v. Comerica Bank, Case No. 2:18-cv-03533 (C.D. Cal., filed Apr. 26, 2018): The Complaint alleges causes of action for aiding and abetting fraud, aiding and abetting breach of fiduciary duty, and negligence.

Lead Class Counsel has been appointed in the consolidated litigation, and intends to file a consolidated amended complaint setting forth a single set of claims against Comerica on behalf of the putative class of former Noteholders and Unitholders once a consensual stay of the consolidated action has been lifted. The Trust holds a beneficial interest of approximately 60% of this action based on the claims contributed to the Trust by former Noteholders and Unitholders.

(2) Goldberg v. Comerica Bank, Case No, 2:19-cv-03439-DMG-SS (C.D. Cal., filed Apr. 26, 2019) is an action by the Trust against Comerica Bank alleging fraudulent transfer liability. The Trust has also asserted that to the extent any claims against Comerica Bank in the class action (referenced in the prior paragraph) are determined to belong to the Trust rather than to individual former Noteholders and Unitholders, those claims against Comerica Bank would be prosecuted in this independent action.

Avoidance actions. The Trust is currently prosecuting numerous legal actions, and informally pursuing numerous other potential legal actions, to object to, subordinate, and/or reclassify claims asserted against the Debtors and/or to recover preferential payments, fraudulent transfers, and other funds subject to recovery by the bankruptcy estate. The Trust may file additional legal actions of this nature in the future. Such actions generally fall into the following categories:

• Preferential transfers.   These actions, which arise under chapter 5 of the Bankruptcy Code, are to avoid or recover payments made by the Debtors during the 90 days prior to the December 4, 2017 bankruptcy filing, including payments to miscellaneous vendors and former Noteholders and Unitholders.

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• Fraudulent transfers (Interest to Noteholders and Unitholders).   These actions, which arise under chapter 5 of the Bankruptcy Code, are to avoid or recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for interest paid to former Noteholders and Unitholders.

• Fraudulent transfers (Shapiro personal expenses).   These actions, which arise under chapter 5 of the Bankruptcy Code, are to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for the personal expenses of Robert and Jeri Shapiro, including those identified in a forensic report prepared in connection with an SEC enforcement action in the United States District for the Southern District of Florida.

In addition, other legal proceedings are being prosecuted by United States governmental authorities, which actions may result in recoveries in favor of the Trust. Additional legal proceedings of this nature may be commenced in the future. Such actions currently include:

• Fraudulent transfers and fraud (former agents).   These actions, which arise under chapter 5 of the Bankruptcy Code, are to avoid and recover payments made by the Debtors during the course of the Ponzi scheme (from July 2012 through the December 4, 2017 bankruptcy filing) for commissions to former agents, as well as for fraud and related claims asserted by the Trust based on claims contributed to the Trust by defrauded investors. Actions of this type are being pursued also by the SEC, and it is the Trust’s understanding that any recoveries obtained by the SEC will be transmitted to the Trust pursuant to a “Fair Fund” established by the SEC.

• Actions regarding Shapiro personal assets.   These are actions based on a number of legal theories, including but not limited to, fraud, turnover, fraudulent transfer and breach of fiduciary duty, to recover monies and other assets held in the names of Robert Shapiro, Jeri Shapiro and their family members and entities controlled by them, which assets are beneficially owned by the Debtors or for which the Debtors are entitled to recover based on the Shapiros’ defalcations. The DOJ is pursuing forfeiture of assets from Robert and Jeri Shapiro. The Trust is engaged in discussions with the DOJ regarding the transfer by the DOJ to the Trust of any forfeited assets for distribution to the Interestholders.

Item 9.   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

As of the date of this Registration Statement, the Liquidation Trust Interests have not been listed on any national securities exchange or quoted on the Nasdaq Stock Market, OTC Bulletin Board or any automated quotation system. Furthermore, until the effectiveness of this Registration Statement, the Liquidation Trust Interests cannot be transferred except by operation of law or by will or the laws of descent and distribution. Accordingly, there is no established market for any class of Liquidation Trust Interests. However, the Trust is required under the Trust Agreement to use commercially reasonable best efforts to cause an Exchange Act registration of the Class A Liquidation Trust Interests to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable.

As of June 30, 2019, there were approximately 7,833 holders of record of the Class A Liquidation Trust Interests and approximately 1,125 holders of record of the Class B Liquidation Trust Interests.

Any distributions made to the Interestholders will be paid from cash received or generated by the Trust, subject to, among other things, the establishment of reasonable reserves for contingent liabilities and future costs and expenses. Pursuant to the Plan and the Trust Agreement, all distributions are net of any costs and expenses incurred by the Trust in connection with administering, litigating or otherwise resolving the various Causes of Action of the Trust and operating the Trust. Amounts withheld and not distributed may also include fees and expenses of the Liquidation Trustee, premiums for directors and officers insurance, and other insurance and fees and expenses of attorneys and consultants. Distributions will be made only from assets of the Trust and only to the extent that the Trust has sufficient assets (over reserves for contingent liabilities and future costs and expenses, among other things) to make such payments in accordance with the Plan and the Trust Agreement. No distribution is required to be made to any Interestholder unless such Interestholder is to receive in such distribution at least $10.00 or unless such distribution is the final distribution to such Interestholder pursuant to the Plan and the Trust Agreement.

Distributions will be made at the sole discretion of the Liquidation Trustee in accordance with the provisions of the Plan and the Trust Agreement. As of June 30, 2019, the Liquidation Trustee has declared one distribution to

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the Class A Interestholders. In total, the aggregate amount of the March 29, 2019 cash distribution was approximately $44.70 million. Of this amount, approximately $42.31 million was paid to holders of Class A Liquidation Trust Interests on March 29, 2019. An additional amount of approximately $.56 million was paid to holders of Class A Liquidation Trust Interests as additional claims were Allowed during the period from March 29, 2019 through June 30, 2019. An amount of approximately $.01 million was released from the restricted cash account and distributions declared were reduced by the same amount in respect to disallowed claims during the period from March 29, 2019 through June 30, 2019. As of June 30, 2019, approximately $1.81 million from that distribution remains in a restricted cash account in respect of unresolved claims.

Item 10.   Recent Sales of Unregistered Securities

In accordance with the Plan, Liquidation Trust Interests were issued on the Plan Effective Date and from time to time thereafter as soon as practicable as and when Claims in respect of which Liquidation Trust Interests were issuable have become Allowed. As of June 30, 2019, the aggregate number of outstanding Class A Liquidation Trust Interests was 11,433,623 and the aggregate number of outstanding Class B Liquidation Trust Interests was 655,261.

The issuance of Liquidation Trust Interests has occurred in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) exempts the offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws and regulation if (i) the securities are offered and sold under a plan of reorganization and are securities of the debtor, of an affiliate of the debtor participating in a joint plan with the debtor, or of a successor to the debtor under the plan; (ii) the recipients of the securities hold a pre-petition or administrative claim against the debtor or an interest in the debtor; and (iii) the securities are issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Trust believes that the Liquidation Trust Interests are securities of a “successor” to the Debtors within the meaning of Section 1145(a)(1), and such securities were issued under the Plan entirely in exchange for Allowed Claims in Class 3, Class 4, and Class 5, as described in greater detail in “Item 11. Description of Securities to be Registered” of this Registration Statement.

Item 11.   Description of Registrant’s Securities to be Registered

The Liquidation Trust Interests consist of Class A Liquidation Trust Interests and Class B Liquidation Trust Interests. Three classes of claimants in the Bankruptcy Cases received, or upon allowance of their claims may receive, Liquidation Trust Interests. See “D. Plan Provisions Regarding the Company—2. Treatment under the Plan of holders of claims against and equity interests in the Debtors” under “Item 1. Business” of this Registration Statement.

The class of equity securities being registered pursuant to this Registration Statement is the Class A Liquidation Trust Interests. The holders of Class A Liquidation Trust Interests and the holders of Class B Liquidation Trust Interests have the same rights, except with respect to certification, transferability, market liquidity, and payment of distributions.

Interest in assets

Beneficial interests in the Trust do not entitle any Interestholder to any title in or to any of the assets of the Trust or the Wind-Down Group. Without limitation, Interestholders have no right with respect to, or interest in, cash, cash equivalents, Causes of Action or the litigation or settlement proceeds of any causes of action or litigation, the equity securities of the Remaining Debtors, any real properties, any remittances from the Wind-Down Entity, or the net proceeds of any of the foregoing.

Sum certain

Beneficial interests in the Trust do not represent an obligation of any person to pay a sum certain amount.

Voting

Beneficial interests in the Trust have no voting rights with respect to the selection or replacement of the Liquidation Trustee and no other voting rights.

Dividends and Distributions

The Trust does not pay any dividends. However, Liquidation Trust Interests represent a right to receive a pro rata portion of distributions by the Trust pursuant to the terms of the Plan and the Trust Agreement. The Liquidation

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Trust Interests are subject to forfeiture of their right to further distributions if a holder fails to promptly cash a distribution check or fails to promptly claim a distribution check that is returned to the Trust as undeliverable. See “Item 1A. Risk Factors” of this Registration Statement under “Risks Related to the Liquidation Trust Interests.”

Each class of Liquidation Trust Interests has a different distribution priority. As set forth in the distribution priority waterfall below, distributions (if any) to holders of Class B Liquidation Trust Interests are contingent upon payment in full to holders of Class A Liquidation Trust Interests of $75.00 per Interest.

The Plan provides for a Liquidation Trust Interest Waterfall that specifies the priority and manner of distribution of cash after payment of expenses and subject to reserves in accordance with the Plan. On each distribution date, the Liquidation Trustee is required to distribute available cash as follows:

• First, to each Interestholder of Class A Liquidation Trust Interests pro rata based on such Interestholder’s number of Class A Liquidation Trust Interests, until the aggregate amount of all such distributions on account of the Class A Liquidation Trust Interests equals the product of (i) the total number of all Class A Liquidation Trust Interests and (ii) $75.00;

• Thereafter, to each Interestholder of Class B Liquidation Trust Interests pro rata based on such Interestholder’s number of Class B Liquidation Trust Interests, until the aggregate amount of all such distributions on account of the Class B Liquidation Trust Interests equals the product of (i) the total number of all Class B Liquidation Trust Interests and (ii) $75.00;

• Thereafter, to each Interestholder of a Liquidation Trust Interest (whether a Class A Liquidation Trust Interest or a Class B Liquidation Trust Interest) pro rata based on such Interestholder’s number of Liquidation Trust Interests until the aggregate amount of all such distributions on account of the Liquidation Trust Interests equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims, and Net Unit Claims outstanding from time to time on or after December 4, 2017, treating each distribution of available cash made after the Plan Effective Date pursuant to the immediately preceding two subparagraphs as reductions of such principal amount; and

• Thereafter, pro rata to the Holders of Allowed Subordinated Claims until such Claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be specified in any consensual agreement or order relating to a given Holder, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim outstanding from time to time on or after December 4, 2017.

Certification and Transfer

Unless otherwise determined by the Liquidation Trustee, Liquidation Trust Interests will not be evidenced by any certificate, security, or receipt. Except as set forth below, ownership of Liquidation Trust Interests will be maintained on books and records of the Trust maintained by the Liquidation Trustee or on the books and records of a transfer agent acting on behalf of the Trust. In connection with the effectiveness of any registration of the Class A Liquidation Trust Interests under the Exchange Act, the Liquidation Trustee may, in its discretion, determine that the Class A Liquidation Trust Interests shall be evidenced by book-entry form represented by one or more global certificates registered in the name of DTC, as depository, or Cede & Co., its nominee, for so long as DTC is willing to act in that capacity. In such event, the Liquidation Trustee shall use its commercially reasonable best efforts to give prompt notice of any such determination to the Interestholders of Class A Liquidation Trust Interest.

Currently, the transfer agent of the Trust is Continental Stock Transfer & Trust Company. Holders of Liquidation Trust Interests may view their account online by registering at CSTT’s web page at http://www.continentalstock.com or by contacting CSTT for information. CSTT may be contacted by phone for customer service between the hours of 8:30 a.m. and 5:30 p.m. EST, Monday through Friday, at (800) 509-5586. CSTT may be contacted via e-mail at cstmail@continentalstock.com. Written correspondence to CSTT may be directed to Continental Stock Transfer & Trust Company, Attn: Customer Service, 1 State Street, 30^th Floor, New York, NY 10004-1561.

The Liquidation Trust Interests are subject to the following restrictions on transfer under the Trust Agreement.

Class A Liquidation Trust Interest Transfer Restriction. Until they are registered, the Class A Liquidation Trust Interests cannot be transferred except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trustee. This restriction is in effect at all times from the Plan Effective Date until the effectiveness of the registration of the Class A Liquidation Trust Interests under the Exchange

46

Act. Upon the effectiveness of such registration, (i) the Class A Transfer Restriction shall terminate and cease to be of any force or effect and (ii) the Class A Liquidation Trust Interests may be transferred by the Interestholders of such Class A Liquidation Trust Interests to the extent otherwise permissible under applicable law.

The Trust is required to use its commercially reasonable best efforts to cause an Exchange Act registration of the Class A Liquidation Trust Interests to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable after the Plan Effective Date, but in no event shall the Trust file an Exchange Act registration statement any later than may be required under section 12(g) of the Exchange Act or the rules and regulations promulgated under such statute.

The Liquidation Trust Interests have been issued without registration under the Securities Act in reliance upon the exemption from such registration afforded by section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code provides that the registration requirements of Section 5 of the Securities Act and any applicable state securities or “blue sky” laws will not apply to the offer or sale of securities of a debtor or successor to the debtor under a plan of reorganization if (i) the offer or sale occurs under the plan of reorganization, (ii) the recipients of the securities hold a claim against, an interest in or claim for administrative expense against the debtor and (iii) the securities are issued in exchange for a claim against or interest in a debtor or are issued principally in such exchange and partly for cash or property.

As securities issued in reliance upon section 1145(a)(1) of the Bankruptcy Code, the Class A Liquidation Trust Interests may be resold without registration under the Securities Act, by any person other than an issuer, underwriter or dealer, in reliance upon the exemption afforded by section 4(a)(1) of the Securities Act. However, the Bankruptcy Code deems certain persons to be underwriters as defined in section 2(a)(11) of the Securities Act, thereby eliminating the availability of the section 4(a)(1) exemption for such persons. Generally, a person is considered to be such a “statutory” underwriter if such person (i) purchases a claim against, an interest in, or a claim for an administrative expense in the bankruptcy case against the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such a claim or interest; (ii) offers to sell securities offered or sold under a plan of reorganization for the holders of those securities; (iii) offers to buy securities offered or sold under a plan of reorganization from the holders of such securities, if such offer to buy is (a) with a view to distribution of such securities and (b) under an agreement made in connection with such plan of reorganization, with the consummation of such plan of reorganization, or with the offer or sale of securities under the plan of reorganization; or (iv) is an “issuer” (as the term is used in section 2(a)(11) of the Securities Act) with respect to such securities.

The definition of an “issuer” for purposes of whether a person is an “underwriter” under section 1145(b)(1)(D) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as statutory underwriters all persons who, directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in section 2(a)(11) of the Securities Act, is intended to cover the entity issuing the securities and “control persons” of such issuer of the securities. “Control” (as defined in Rule 405 under the Securities Act) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. Accordingly, an officer or director of the Trust, or a person performing similar functions, may be deemed to be a “control person” of the Trust, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities. Moreover, the legislative history of section 1145 of the Bankruptcy Code suggests that a holder who owns ten percent (10%) or more of the securities of the Trust debtor may be presumed to be a “control person” and, therefore, an underwriter.

Resales of Class A Liquidation Trust Interests by persons deemed to be “underwriters” (which by definition includes “control persons”) would not be exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. However, holders who are deemed to be “underwriters” may be permitted to sell their Class A Liquidation Trust Interests without registration if they are able to comply with the provisions of Rule 144 of the Securities Act.

Class B Liquidation Trust Interest Transfer Restriction. The Class B Liquidation Trust Interests cannot be transferred except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trustee. This restriction is in effect at all times from the Plan Effective Date until the earlier to occur of (a) the effectiveness of a registration of the Class B Liquidation Trust Interests under the Exchange Act or (b) the Liquidation Trustee has given notice to the Interestholders of Class B Liquidation Trust

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Interest of the Liquidation Trustee’s good faith determination, in its discretion, that termination of the Class B Transfer Restriction does not require the Class B Liquidation Trust Interests to be registered under section 12(g) of the Exchange Act. Upon the occurrence of an event described in (a) or (b) of the preceding sentence, (i) the Class B Transfer Restriction shall terminate and cease to be of any force or effect and (ii) the Class B Liquidation Trust Interests may be transferred by the Interestholders of such Class B Liquidation Trust Interests to the extent otherwise permissible under applicable law.

The Trust is not under any obligation (and does not currently intend) to make any effort to cause the Class B Liquidation Trust Interests to be registered under the Exchange Act or otherwise to facilitate the trading of, or the development of any trading market for, the Class B Liquidation Trust Interests.

In the case of any permissible transfer of a Liquidation Trust Interest during the effectiveness of any transfer restriction under the Trust Agreement (i.e., a transfer by operation of law or by will or the laws of descent and distribution), an Interestholder may contact the Liquidation Trustee for copy of the applicable notice form.

Other Rights and Restrictions

Interestholders do not have preemptive rights, and they have no right to convert their beneficial interests into any other securities. The Liquidation Trust Interests are non-assessable; Interestholders are not liable to further calls by the Trust. Interestholders are not liable for the liabilities and obligations of the Trust by reason of holding Liquidation Trust Interests. The Liquidation Trust Interests are not subject to redemption by the Trust.

Certain provisions of the Liquidation Trust Agreement may have the effect of delaying, deferring or preventing a change in control of the Trust. See “D. Plan Provisions Regarding the Company—The Trust” under “Item 1. Business” of this Registration Statement regarding the requirements and procedures for removal and replacement of the Liquidation Trustee or a member of the Supervisory Board.

Item 12.   Indemnification of Directors and Officers

Indemnification of the Liquidation Trustee

Under Delaware law, the Trust has the power to indemnify and hold harmless any person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its governing instrument. The Trust is governed by the Trust Agreement, which states that the Liquidation Trustee, the Supervisory Board and each of their respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, transfer agents, managers, members, officers, partners, predecessors, principals, professional persons, representatives, and successors (each, a “Trustee Indemnified Party”) will be indemnified for, and defended and held harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense, including the reasonable fees and expenses of their respective professionals (collectively “Damages”) incurred without gross negligence, willful misconduct, or fraud on the part of the applicable Trustee Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Trust Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct.

In addition, the Trust Agreement provides that, to the fullest extent permitted by law, each Trustee Indemnified Party shall be indemnified for, and defended and held harmless against, any and all Damages arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Trust or the implementation or administration of the Plan if the applicable Trustee Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Trust or its Interestholders.

The Trust Agreement also authorizes, but does not require, the Liquidation Trustee to obtain all reasonable insurance coverage for itself, its agents, representatives, employees or independent contractors, including coverage with respect to the liabilities, duties and obligations of the Liquidation Trustee and its agents, representatives, employees or independent contractors under the Trust Agreement and the Plan. The cost of any such insurance coverage will be an expense of the Trust.

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Indemnification of the Board of Managers, the CEO and Executive Officers of the Wind-Down Entity

The Wind-Down Entity and the Trust are required to indemnify the members of the Board of Managers, the Chief Executive Officer, and the other officers of the Wind-Down Group, and each of their respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, brokers, managers, members, officers, partners, predecessors, principals, professional persons, representatives, and successors (each, a “WDE Indemnified Party”) for, and shall defend and hold them harmless against, Damages incurred without gross negligence or willful misconduct on the part of the applicable WDE Indemnified Party (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the WDE Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Wind-Down Entity LLC Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct.

In addition, the Wind-Down Entity and the Trust are required, to the fullest extent permitted by law, indemnify, defend, and hold harmless the WDE Indemnified Parties, from and against and with respect to any and all Damages arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Wind-Down Entity or the implementation or administration of the Plan if the applicable WDE Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Wind-Down Entity.

The Wind-Down Entity is a party to an Indemnification Agreement dated February 27, 2019 with its Chief Executive Officer Frederick Chin. Under this agreement, the Wind-Down Entity has agreed to indemnify Mr. Chin, to the fullest extent permitted by applicable law, the Wind-Down Entity’s certificate of formation and limited liability company agreement, Mr. Chin’s employment agreement, and the Plan, if Mr. Chin becomes a party to or a witness or other participant in any proceeding (other than an action by or in right of the Wind-Down Entity) by reason of the fact that he is or was an officer, manager or employee of the Wind-Down Entity, or by reason of anything done or not done by him in any such capacity, against all expenses and liabilities incurred without gross negligence or willful misconduct by Mr. Chin. Under this agreement, the Wind-Down Entity has also agreed to indemnify Mr. Chin, with respect to any action by or in right of the Wind-Down Entity to which Mr. Chin becomes a party or a witness or in which Mr. Chin becomes a participant, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action, provided that Mr. Chin acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. The agreement provides for proportional contribution by the Wind-Down Entity based on relative benefit and relative fault where indemnification is held by a court to be unavailable to Mr. Chin and for the advancement by the Wind-Down Entity of Mr. Chin’s expenses under certain circumstances.

Item 13.   Financial Statements and Supplementary Data

Woodbridge Liquidation Trust
Index to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Statement of Net Assets in Liquidation as of June 30, 2019	F-2
Consolidated Statement of Changes in Net Assets in Liquidation for the period from February 15, 2019 (inception) through June 30, 2019	F-3
Notes to Consolidated Financial Statements	F-4

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Supervisory Board and Liquidation Trustee of Woodbridge Liquidation Trust and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying statement of net assets in liquidation of Woodbridge Liquidation Trust and subsidiaries (the “Company”) as of June 30, 2019, the related statement of changes in net assets in liquidation for the period from February 15, 2019 (inception) through June 30, 2019, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the related statement of changes in net assets in liquidation for the period from February 15, 2019 (inception) through June 30, 2019, in conformity with U.S. generally accepted accounting principles applied on the basis described below.

As described in Note 2, these consolidated financial statements have been prepared on the liquidation basis of accounting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Squar Milner LLP

We have served as the Company’s auditor since 2019.

Irvine, California
October 25, 2019

F-1

Woodbridge Liquidation Trust and Subsidiaries
Consolidated Statement of Net Assets in Liquidation
As of June 30, 2019
($ in Thousands)

Assets
Real estate assets held for sale, net (Note 3):
Single family homes under development	$	265,340
Real estate assets available for sale		216,336
Subtotal		481,676
Cash		34,998
Restricted cash (Note 4)		3,364
Other assets (Note 5)		2,436
Total assets	$	522,474
Liabilities
Accounts payable and accrued liabilities	$	441
Distribution payable		1,814
Accrued liquidation costs (Note 6)		190,248
Total liabilities	$	192,503
Commitments and Contingencies (Note 12)
Net Assets in Liquidation	$	329,971

See accompanying Notes to Consolidated Financial Statements

F-2

Woodbridge Liquidation Trust and Subsidiaries
Consolidated Statement of Changes in Net Assets in Liquidation
For the period from February 15, 2019 (inception) through June 30, 2019
($ in Thousands)

Net Assets Contributed on February 15, 2019 (Note 1)	$	383,492
Change in Assets and Liabilities (Note 7):
Change in carrying value of assets and liabilities, net		(8,835	)
Distributions declared		(44,686	)
Net change in assets and liabilities		(53,521	)
Net Assets in Liquidation as of June 30, 2019	$	329,971

See accompanying Notes to Consolidated Financial Statements

F-3

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

1) Formation, Organization and Description of Business

Formation

The Woodbridge Liquidation Trust (Trust) was established (i) for the purpose of collecting, administering, distributing and liquidating the Trust assets for the benefit of the Trust beneficiaries in accordance with the Liquidation Trust Agreement and the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors (Debtor(s) dated August 22, 2018 (as amended, modified, supplemented or restated from time to time) (Plan) and (ii) to pay certain allowed claims and statutory fees, as required by the Plan. The Woodbridge Group of Companies, LLC and its affiliated debtors are individually referred to herein as a Debtor and collectively as Debtors. The Trust was formed on February 15, 2019 (Plan Effective Date) as a statutory trust under Delaware law.

On the Plan Effective Date, in accordance with the Plan, (i) each Debtor contributed the assets owned, held, possessed or controlled by such Debtor to the Trust, (ii) the equity interests of the Woodbridge Group of Companies LLC and Woodbridge Mortgage Investment Fund 1, LLC (together, the Remaining Debtors) were cancelled and new equity interest representing all of the newly issued and outstanding equity interests in the Remaining Debtors were issued to the Trust and (iii) all of the Debtors other than the Remaining Debtors were dissolved. The Trust’s real estate assets were contributed by the Trust to its wholly owned subsidiary, Woodbridge Wind-Down Entity LLC (Wind-Down Entity). The Wind-Down Entity formed 43 wholly owned single member LLCs (Wind-Down Subsidiaries) to own the respective real estate assets. The Trust, the Remaining Debtors, the Wind-Down Entity and the Wind-Down Subsidiaries are collectively referred to herein as the Company.

Organization

The Trust does not have directors or executive officers. All of the management and executive authority of the Trust resides with the liquidation trustee, subject to the supervision of a six-member supervisory board. The Wind-Down Entity is separately managed by its three-member board of managers, one of whom is the chief executive officer.

There are two classes of Trust beneficiaries, Class A Liquidation Trust Interests (Class A Interests) and Class B Liquidation Trust Interests (Class B Interests), collectively, the Liquidation Trust Interests. The Liquidation Trust Interests are non-voting. The holders of the Class A Interests and the Class B Interests have the same rights, except with respect to certification, transferability and payment of distributions. See Note 10 regarding the priority and manner of distribution of available cash.

The Wind-Down Entity, from time to time, will make distributions to the Trust, as available. The Trust will in turn make distributions, from time to time, to the Trust beneficiaries, as available.

The Trust will be terminated upon the first to occur of (i) the making of all distributions required to be made and a determination by the liquidation trustee that the pursuit of additional causes of action held by the Trust is not justified or (ii) February 15, 2024. However, the bankruptcy court may approve an extension of the term if deemed necessary to facilitate or complete the recovery on, and liquidation of, the Trust assets. The Wind-Down Entity will be dissolved upon the completion of the liquidation of its assets.

Description of Business

The Trust is prosecuting various causes of action acquired by the Trust pursuant to the Plan (Causes of Action) and is resolving claims by potential Trust beneficiaries.

As of June 30, 2019, the Wind-Down Subsidiaries are constructing fourteen single family homes, primarily located in Los Angeles, California. The Wind-Down Subsidiaries also own real estate that is available for sale including single family homes also primarily located in Los Angeles, California, completed lots, secured loans (performing and non-performing) and other properties.

The Company is required to liquidate its assets and distribute available cash to the Trust beneficiaries. The liquidation activities are carried out by the Trust and the Wind-Down Subsidiaries. The Trust currently operates as one reportable segment comprised of real estate assets held for sale.

F-4

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

Net assets recorded by the Company as of the Plan Effective Date of February 15, 2019 were composed of the following ($ in thousands):

Assets
Real estate assets held for sale:
Single family homes under development	$	361,000
Real estate assets available for sale:
Completed single family homes		186,119
Lots		45,910
Secured loans		9,707
Other properties		15,392
		257,128
Real estate assets held for sale		618,128
Closing and other costs		(35,418	)
Real estate assets held for sale, net		582,710
Cash		36,020
Restricted cash		317
Other assets		2,297
Total assets	$	621,344
Liabilities
Accounts payable and accrued expenses	$	5,785
Accrued liquidation costs		232,067
Total liabilities	$	237,852
Net Assets in Liquidation	$	383,492

Net assets in liquidation represent the remaining estimated aggregate liquidation value available to Trust beneficiaries upon liquidation, with no discount for the timing of proceeds (undiscounted). Due to the unpredictability of real estate market values, as well as the uncertainty in the timing of liquidation of the real estate and other assets, net liquidation proceeds, other recoveries and actual liquidation costs may differ materially from the estimated amounts.

As more fully discussed in Note 2, the Company’s consolidated financial statements do not include any estimate of future recoveries from litigation and settlement, because the Company presently cannot reasonably estimate them.

No assurance can be given that total distributions will equal or exceed the estimate of net assets in liquidation presented in the consolidated statement of net assets in liquidation.

The Trust’s expectations about the amount of any additional distributions and when they will be paid are subject to risks and uncertainties and are based on certain estimates and assumptions, one or more of which may prove to be incorrect. As a result, the actual amount of any additional distributions may differ materially, perhaps in adverse ways, from the Trust estimates. Furthermore, it is not possible to predict the timing of any additional distributions and such distributions may not be made within the timing referenced in the consolidated financial statements.

F-5

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

2) Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). These consolidated financial statements have been presented in accordance with Accounting Standards Codification (ASC) Subtopic 205-30, “Liquidation Basis of Accounting,” as amended by Accounting Standards Update (ASU) No. 2013-07, “Presentation of Financial Statements (Topic 205), Liquidation Basis of Accounting.”

All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and for the period then ended. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the carrying amounts of assets and liabilities are revised in the period that available information supports a change in the carrying amount.

Liquidation Basis of Accounting

Under Liquidation Basis of Accounting, all assets are recorded at their estimated net realizable value or liquidation value, which represents the estimated amount of net cash that may be received upon the disposition of the assets (on an undiscounted basis). The measurement of real estate assets held for sale is based on current contracts (if any), estimates and other indications of sales value, net of estimated selling costs. Liabilities, including estimated costs associated with implementing and completing the Plan, are measured in accordance with US GAAP that otherwise applies to those liabilities. The Company has also recorded the estimated development costs to be incurred to prepare the assets for sale as well as the estimated holding costs to be incurred until the projected sale date and the estimated general and administrative costs to be incurred until the completion of the liquidation of the Company.

The Company has not recorded any amount from future recoveries of Causes of Action, fair funds or forfeited assets in the accompanying consolidated financial statements since they cannot be reasonably estimated. The amount recovered may be material to the Company’s net assets in liquidation.

These estimated amounts are presented in the accompanying consolidated statement of net assets in liquidation. All changes in the estimated liquidation value of the Company’s real estate held for sale and other assets, and liabilities are reflected as a change to the Company’s net assets in liquidation.

On a quarterly basis, the Company will review the estimated fair values and liquidation costs and record any significant changes. The Company will also revalue an asset when it is under contract for sale and the buyer’s contingencies have been removed. During the period when this occurs, the carrying value of the asset and the estimated closing and other costs will be adjusted, if necessary. If the Company has a change in its plan for the disposition of an asset, the carrying value will be adjusted to reflect this change in the period that the change is approved. The change in value may include a change to the accrued liquidation costs related to the asset.

Other Assets

The Company recognizes recoveries from the settlement of Causes of Action when an agreement is executed and collectability is reasonable assured. Insurance claims are recognized when the insurance company accepts the claim and the recoverable amount can be estimated. In addition, the Company recognizes other amounts to be received based on contractual terms or when the amounts to be received are certain.

Accrued Liquidation Costs

The Company accrues for estimated liquidation costs to the extent they are reasonably determinable. These costs consist of (a) estimated development costs including construction costs of the single family homes under development, other project related costs, architectural and engineering, project management and city fees, bond

F-6

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

payments (net of refunds), furnishings, marketing and other costs; (b) estimated holding costs, including property taxes, insurance, maintenance, utilities and other; and (c) estimated general and administrative costs, including payroll and payroll related costs, legal and other professional fees, trustee and board fees, rent and other office related expenses, interest on financing and other general and administrative costs to operate the Company.

Restricted Cash

Restricted cash includes cash that can only be used for certain specified purposes (Note 4).

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and restricted cash. At times, balances in any one financial institution may exceed the Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions.

Income Taxes

The Trust is intended to be treated as a grantor trust for income tax purposes and, accordingly, is not subject to federal or state income tax on any income earned or gain recognized by the Trust. The Trust’s beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash and each liability received by and held by the Trust, and will be required to report on their federal and state income tax return their pro rata share of taxable income, including gains and losses recognized by the Trust. Accordingly, there is no provision for federal or state income taxes recorded in the accompanying consolidated financial statements.

The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in the consolidated financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would be more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provision for uncertain income tax positions has been recorded in the consolidated financial statements.

Real Estate Assets Held for Sale

The Company’s real estate assets held for sale as of June 30, 2019 are as follows ($ in thousands):

	Number of Assets		Gross Value		Closing and Other Costs			Net Value
Single family homes under development		14	$	282,000	$	(16,660	)	$	265,340
Real estate assets available for sale:
Single family homes		11		193,701		(10,823	)		182,878
Lots		35		16,755		(1,097	)		15,658
Secured loans		20		5,581		(279	)		5,302
Other properties		15		13,290		(792	)		12,498
Subtotal		81		229,327		(12,991	)		216,336
Total		95	$	511,327	$	(29,651	)	$	481,676

The single-family homes under development, except one, are located in the Los Angeles, California area. Of the real estate assets held for sale, nine of the single-family homes are located in the Los Angeles, California area and the other two are located in Colorado. Of the lots, three are located in Los Angeles, California and 32 are located in Colorado. The loans are secured by properties located primarily in the Midwest and Eastern United States. The other properties are located primarily in Colorado, Hawaii and the Midwest United States.

During the period from February 15, 2019 (inception) through June 30, 2019, the Company sold six single family homes, 57 lots, settled two loans and sold three other properties for approximately $80.03 million of net proceeds.

F-7

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

4) Restricted Cash

As of June 30, 2019, restricted cash consisted of the following ($ in thousands):

Distributions related to unresolved claims, restricted by the Company	$	1,810
Fair Funds, legally restricted for distribution		1,237
Other		317
Total restricted cash	$	3,364

5) Other Assets

As of June 30, 2019, other assets consisted of the following ($ in thousands):

Insurance claim receivable	$	1,900
Settlement installments receivable		518
Other		18
Total other assets	$	2,436

6) Accrued Liquidation Costs

The following is a summary of the items included in accrued liquidation costs as of June 30, 2019 ($ in thousands):

Development costs:
Construction costs	$	115,947
Construction warranty		3,955
Indirect costs		2,112
Bond refunds		(2,152	)
Total development costs		119,862
Holding costs:
Property tax		6,087
Insurance		6,345
Maintenance, utilities and other		2,508
Total holding costs		14,940
General and administrative costs:
Legal and other professional fees		26,550
Payroll and payroll related		13,757
State, local and other taxes		6,062
Board fees and expenses		3,995
Marketing		1,583
Other		3,499
Total general and administrative costs		55,446
Total accrued liquidation costs	$	190,248

F-8

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

7) Change in Assets and Liabilities

The following provides details of the changes in the carrying value of assets and liabilities during the period from February 15, 2019 (inception) through June 30, 2019 ($ in thousands):

	Cash Activities			Remeasurement			Total
Real estate assets, net	$	(79,429	)	$	(21,605	)	$	(101,034	)
Cash		41,850			—			41,850
Restricted cash		3,047			—			3,047
Other assets		(59	)		198			139
Total assets	$	(34,591	)	$	(21,407	)	$	(55,998	)
Accounts payable and accrued expenses	$	(5,432	)	$	88		$	(5,344	)
Accrued liquidation costs		(32,747	)		(9,072	)		(41,819	)
Total liabilities	$	(38,179	)	$	(8,984	)	$	(47,163	)
Change in carrying value of assets and liabilities, net	$	3,588		$	(12,423	)	$	(8,835	)

During the period from February 15, 2019 (inception) through June 30, 2019, the Company declared a distribution of approximately $44,686,000 (an initial distribution of $44,697,000, less $11,000 relating to disallowed claims), of which approximately $42,872,000 was paid during the period and approximately $1,814,000 is payable at June 30, 2019.

8) Revolving Line of Credit

On April 9, 2019, the Wind-Down Entity entered into a $27,655,000 revolving line of credit (LOC) with a financial institution. The Wind-Down Entity formed a single member limited liability company (WB Propco, LLC) that is the borrower (Borrower) under the LOC. The Borrower has four subsidiaries (Property Subsidiaries) which are wholly owned single member limited liability companies that own each of the four properties that are collateral for borrowings under the LOC. The carrying value of the collateral for the LOC was approximately $117,000,000 at June 30, 2019. Borrowings under the LOC are secured by a deed of trust, fixture filing, assignment of rents and security agreement from each of the Property Subsidiaries. The loan is guaranteed by the Wind-Down Entity and each of the Property Subsidiaries. The LOC matures on May 1, 2020 and the outstanding borrowings bear interest at the prime rate (the prime rate was 5.50% at June 30, 2019). The interest rate is adjusted monthly but can never be lower than 5.25% per annum. Interest is payable monthly. The LOC provides that upon the sale of one of the properties that is collateral for the LOC, the outstanding balance, if any, is to be paid down in an amount equal to the lesser of (a) the Release Amount, as defined, for the sold property and (b) the then current outstanding principal amount of the LOC and other amounts owing under the LOC. In addition, the amount of the LOC is reduced by an amount equal to the Allocated Loan Amount, as defined, for the property that was sold.

As of June 30, 2019, no amounts were outstanding under the LOC and the Borrower was in compliance with the financial covenants of the LOC. On September 12, 2019, one of the properties that was collateral for the LOC was sold. Therefore, the amount available under the LOC was reduced to $25,380,000.

9) Beneficial Interests

The following table summarizes the Liquidation Trust Interests (rounded) as of February 15, 2019 and June 30, 2019:

Liquidation Trust Interests	Class A		Class B
Outstanding at February 15, 2019		11,284,423		651,019
Allowed claims		144,654		4,123
5% enhancement for certain allowed claims		4,546		119
Outstanding at June 30, 2019		11,433,623		655,261

F-9

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

At the Plan Effective Date, certain claims were disputed. As the claims are resolved, additional Class A and Class B Interests are issued for allowed claims and no Class A and Class B Interests are issued for disallowed claims. The following table summarizes the Trust’s claims relating to Liquidation Trust Interests (rounded) as of February 15, 2019 and June 30, 2019:

Liquidation Trust Interests	Class A Interests			Class B Interests
Reserved for unresolved claims at February 15, 2019		634,733			38,850
Allowed claims		(144,654	)		(4,123	)
Disallowed claims		(7,345	)		(30	)
Reserved for unresolved claims at June 30, 2019		482,734			34,697

10) Distributions

On March 15, 2019, a distribution in the amount of approximately $44,697,000 was declared which represents $3.75 per Class A Interest. The distribution paid relating to the allowed claims was approximately $42,313,000. A deposit of approximately $2,384,000 was made into a restricted cash account for the distribution that would be payable if the disputed claims were allowed and Class A Interests were issued. As claims were allowed, distributions of approximately $559,000 were paid from the restricted cash account relating to the Class A Interests that were issued. As a result of claims being disallowed, approximately $11,000 was released from the restricted account and distributions payable was reduced by the same amount.

The Plan provides for a distribution waterfall that specifies the priority and manner of distribution of available cash. Distributions are to be made (a) to the Class A Interests until they have received distributions of $75.00 per Class A Interest; thereafter (b) to the Class B Interests until they have received distributions of $75.00 per Class B Interest; thereafter (c) to each Liquidation Trust Interest (whether a Class A or Class B Interest) until the aggregate of all distributions made pursuant to this clause equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims and Net Unit Claims, all as defined, treating each distribution pursuant to (a) and (b) above as reductions of such principal amount; and thereafter (d) to the holders of Allowed Subordinated Claims, as defined, until such claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be agreed to, as provided for in the Plan, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim, as defined.

11) Related Party Transactions

Terry Goebel, a member of the Supervisory Board, is president and a principal owner of G3 Group LA, a construction firm specializing in the development of high-end luxury residences. G3 Group LA is owned by Terry Goebel and his son Kelly Goebel. As of June 30, 2019, the Company is under contract with G3 Group LA for the development of two single family homes in the Los Angeles area. As of June 30, 2019, the remaining amounts payable under these contracts was approximately $17,000,000. During the period from February 15, 2019 (inception) through June 30, 2019, approximately $5,290,000 was paid by the Company related to these contracts.

The liquidation trustee of the Trust is entitled to receive 5% of the total gross amounts recovered by the Trust from the pursuit of Trust claims and Causes of Action. As of June 30, 2019, approximately $82,000 was accrued as the amount due to the liquidation trustee. This amount is included in accounts payable and accrued liabilities in the accompanying consolidated statement of net assets in liquidation.

The chief executive officer of the Wind-Down Entity is entitled to a bonus based on the Wind-Down Entity achieving certain specified cumulative amounts of distributions to the Trust. Based on the carrying amounts of the net assets in liquidation included in the accompanying consolidated financial statements, approximately $2,815,000 was accrued as of June 30, 2019, as the estimated amount of the bonus including payroll taxes. This amount is included in the payroll and payroll related costs portion of accrued liquidation costs.

F-10

Woodbridge Liquidation Trust and Subsidiaries
Notes to Consolidated Financial Statements
for the Period from February 15, 2019 (inception) through June 30, 2019

12) Commitments and Contingencies

As of June 30, 2019, the Company had construction contracts of which approximately $75 million is unpaid.

The Company has a lease for its office space that expires on August 31, 2020. The amount of rent due, excluding reimbursement for common area maintenance and parking charges, during the period from July 1, 2019 through August 31, 2020 is approximately $280,000. The amount of rent paid, including common area maintenance and parking charges, during the period from February 15, 2019 through June 30, 2019 was approximately $90,000.

Neither the Company nor any of its subsidiaries is presently the defendant in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Trust or its subsidiaries.

The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its net assets in liquidation.

13) Subsequent Events

The Company evaluates subsequent events up until the date the audited consolidated financial statements are issued.

The following table summarizes the Trust’s Liquidation Trust Interests (rounded) as of June 30, 2019 and September 30, 2019:

Liquidation Trust Interests	Class A			Class B
Outstanding at June 30, 2019		11,433,623			655,261
Allowed claims		22,062			548
5% enhancement for certain allowed claims		433			5
Settlement of claims by reducing Liquidation Trust Interests		(1,392	)		(389	)
Outstanding at September 30, 2019		11,454,726			655,425

The following table summarizes the Trust’s claims relating to Liquidation Trust Interests (rounded) as of June 30, 2019 and September 30, 2019:

Liquidation Trust Interests	Class A			Class B
Reserved for unresolved claims at June 30, 2019		482,734			34,697
Allowed claims		(22,062	)		(548	)
Disallowed claims		(10,054	)		(2,202	)
Reserved for unresolved claims at September 30, 2019		450,618			31,947

During the period from July 1, 2019 through October 24, 2019, as claims were allowed, distributions of approximately $85,000 were paid from the restricted cash account relating to the Class A Interests that were issued. As a result of claims being disallowed, approximately $36,000 was released from the restricted account and distributions payable was reduced by the same amount.

During the period from July 1, 2019 through October 24, 2019, the Company (a) sold 13 lots and realized net proceeds of approximately $787,000, (b) sold four single family homes and realized net proceeds of approximately $18,129,000, (c) sold two other properties and realized net proceeds of approximately $1,872,000 and (d) settled one secured loan for approximately $385,000.

During the period from July 1, 2019 through October 24, 2019, the Trust received approximately $2,429,000 from the settlement of Causes of Action.

The Wind-Down Entity board of managers voted to not make any distributions to the Trust for the three-months ended September 30, 2019.

In October, 2019, the Company resolved a claim that resulted in the reduction of accrued liquidation costs of approximately $2,900,000.

F-11

Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On July 19, 2019, the Trust engaged Squar Milner LLP as its first independent registered accounting firm. Prior to such engagement, the Company did not consult with Squar Milner LLP regarding either the application of accounting principles to any specified transaction or the type of audit opinion that might be rendered on the Company’s financial statements. Thus, Squar Milner LLP did not provide any written reports or oral advice to the Company regarding such matters. There were no disagreements between Squar Milner LLP and the Company.

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Item 15.   Financial Statements and Exhibits

(a)   An index to and description of the financial statements filed as part of this Registration Statement are set forth above in “Item 13. Financial Statements and Supplementary Data” in this Registration Statement.

(b)   Exhibits

2.1	First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors dated August 22, 2018
3.1	Certificate of Trust of Woodbridge Liquidation Trust filed February 14, 2019 and effective February 15, 2019
3.2	Liquidation Trust Agreement of Woodbridge Liquidation Trust dated February 15, 2019, as amended by Amendment No. 1 dated August 21, 2019 and Amendment No. 2 dated September 13, 2019
3.3	Amended and Restated Bylaws of Woodbridge Liquidation Trust effective August 21, 2019
10.1	Limited Liability Company Agreement of Woodbridge Wind-Down Entity LLC dated February 15, 2019
10.2	Loan Agreement (Revolving Line of Credit) dated April 9, 2019 between and WB Propco, LLC and First Republic Bank
10.3	Amended and Restated Employment Agreement dated July 31, 2019 between Woodbridge Liquidation Trust and Frederick Chin
10.4	Indemnification Agreement dated February 27, 2019 between Woodbridge Liquidation Trust and Frederick Chin
10.5	Employment Offer Letter dated February 15, 2019 between Woodbridge Liquidation Trust and Marion Fong
10.6	Employment Offer Letter dated February 15, 2019 between Woodbridge Liquidation Trust and David Mark Kemper II
21.1	Subsidiaries of the registrant
99.1	Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, entered October 26, 2018

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, this 25^th day of October, 2019.

By:	/s/ Michael I. Goldberg
Name:	Michael I. Goldberg
Title:	Trustee

52

EX-2.1

Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
WOODBRIDGE GROUP OF COMPANIES, LLC, et al.,1	Case No. 17-12560 (KJC)
	(Jointly Administered)
Debtors.

FIRST AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION OF WOODBRIDGE

GROUP OF COMPANIES, LLC AND ITS AFFILIATED DEBTORS

Dated: Wilmington, Delaware August 22, 2018 YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sean M. Beach (No. 4070)
Edmon L. Morton (No. 3856)
Ian J. Bambrick (No. 5455)
Betsy L. Feldman (No. 6410)
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel:     (302) 571-6600
Fax:     (302) 571-1253
-and-   KLEE, TUCHIN, BOGDANOFF & STERN LLP
Kenneth N. Klee (pro hac vice)
Michael L. Tuchin (pro hac vice)
David A. Fidler (pro hac vice)
Whitman L. Holt (pro hac vice)
Jonathan M. Weiss (pro hac vice)
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Tel:     (310) 407-4000
Fax:     (310) 407-9090   Counsel to the Debtors and Debtors in Possession

¹ The last four digits of Woodbridge Group of Companies, LLC’s federal tax identification number are 3603. The mailing address for Woodbridge Group of Companies, LLC is 14140 Ventura Boulevard #302, Sherman Oaks, California 91423. Due to the large number of debtors in these cases, a complete list of the Debtors, the last four digits of their federal tax identification numbers, and their addresses is attached hereto as Exhibit 1.

INTRODUCTION²

The Debtors hereby propose this Plan, which provides for the resolution of the outstanding Claims and Equity Interests asserted against the Debtors. Reference is made to the Disclosure Statement for (i) a discussion of the Debtors’ history, businesses, properties, results of operations, and financial projections; (ii) a summary and analysis of this Plan; and (iii) certain related matters, including risk factors relating to the consummation of this Plan and Distributions to be made under this Plan. The Debtors are the proponents of the Plan within the meaning of Bankruptcy Code section 1129.

All Holders of Claims who are entitled to vote on the Plan are encouraged to read the Plan and the Disclosure Statement in their entirety before voting to accept or reject the Plan. Subject to certain restrictions and requirements set forth in Bankruptcy Code section 1127, Bankruptcy Rule 3019, and Sections 11.6 and 11.14 of the Plan, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan prior to its substantial consummation.

No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith, have been approved for use in soliciting acceptances and rejections of this Plan. Nothing in the Plan should be construed as constituting a solicitation of acceptances of the Plan unless and until the Disclosure Statement has been approved and distributed to Holders of Claims to the extent required by Bankruptcy Code section 1125.

ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ CAREFULLY THE DISCLOSURE STATEMENT (INCLUDING ALL EXHIBITS AND SCHEDULES THERETO) AND THE PLAN, EACH IN ITS ENTIRETY, BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I

DEFINED TERMS AND RULES OF INTERPRETATION

For purposes of the Plan, except as expressly provided or unless the context otherwise requires:

(a)           all Defined Terms shall have the meanings ascribed to them in this Article I of the Plan;

(b)          any term used in the Plan that is not a Defined Term, but that is used in the Bankruptcy Code or Bankruptcy Rules has the meaning assigned to such term in the Bankruptcy Code or Bankruptcy Rules, as applicable;

(c)           whenever the context requires, terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine;

² Capitalized terms used in this Introduction have the meanings ascribed to those terms in Article I below.

(d)           any reference in the Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such agreement or document shall be substantially in such form or substantially on such terms and conditions;

(e)           any reference in the Plan to an existing document, instrument, or exhibit means such document, instrument, or exhibit as it may have been or may be amended, modified, or supplemented from time to time;

(f)            any reference to a specific Person includes any successors or lawful assigns of such Person, and all rights, benefits, interests, and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, trustee, liquidator, rehabilitator, conservator, successor, or lawful assign of such Person;

(g)           unless otherwise indicated, the phrase “under the Plan” and similar words or phrases refer to the Plan in its entirety rather than to only a particular portion of the Plan;

(h)           unless otherwise specified, all references in the Plan to sections, articles, schedules, and exhibits are references to sections, articles, schedules, and exhibits of or to the Plan;

(i)            the words “herein,” “hereof,” “hereto,” “hereunder,” “herewith,” and other words of similar import refer to the Plan in its entirety rather than to only a particular portion of the Plan;

(j)            whenever the Plan uses the word “including,” such reference shall be deemed to mean “including, without limitation,”;

(k)           captions and headings to articles and sections are intended to be a part of the Plan;

(l)            whenever the Plan provides that a document or thing must be “acceptable” or “satisfactory” to any Person, such requirement shall in each case be subject to a reasonableness qualifier;

(m)          the definition given to any term or provision in the Plan supersedes and controls any different meaning that may be given to that term or provision in the Disclosure Statement, on any Ballot, or in any other document other than the Confirmation Order; and

(n)           all other rules of construction set forth in Bankruptcy Code section 102 and in the Bankruptcy Rules shall apply.

The following Defined Terms shall have the respective meanings specified below:

1.1          Administrative Claim: A Claim (other than a Professional Fee Claim, but, for the avoidance of doubt, including Ordinary Course Professional Fee Claims) arising under Bankruptcy Code sections 503(b), 507(a)(2), 507(b), or 1114(e)(2), to the extent not previously paid, otherwise satisfied, or withdrawn, including (a) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code and (b) all Section 503(b)(9) Claims.

2

1.2          Administrative Claims Bar Date: The last date by which any Person must File a request for payment of an Administrative Claim, which date shall be the first Business Day that is at least thirty-five (35) calendar days after the Effective Date, or, alternatively, such earlier date as is set by the Bankruptcy Court with the consent of the Liquidation Trust. For the avoidance of doubt, postpetition statutory tax claims shall not be subject to any Administrative Claims Bar Date. For the further avoidance of doubt, the Claims Bar Date for Section 503(b)(9) Claims was the General Claims Bar Date.

1.3          Allowed, Allowed Claim, or Allowed [ ] Claim:

(a) with respect to a Claim arising prior to the Petition Date (including a Section 503(b)(9) Claim):

(i) either (A) a proof of claim was timely Filed by the applicable Claims Bar Date, or (B) a proof of claim is deemed timely Filed either as a result of such Claim being Scheduled or by a Final Order; and

(ii) either (A) the Claim is not a Contingent Claim, a Disputed Claim, an Unliquidated Claim, or a Disallowed Claim; or (B) the Claim is expressly allowed by a Final Order or under the Plan;

(b) with respect to a Claim arising on or after the Petition Date (excluding a Section 503(b)(9) Claim), a Claim that has been allowed by a Final Order or under the Plan.

Unless otherwise specified in the Plan or by a Final Order, an “Allowed Administrative Claim” or “Allowed Claim” shall not, for any purpose under the Plan, include interest, penalties, fees, or late charges on such Administrative Claim or Claim from and after the Petition Date. Moreover, any portion of a Claim that is satisfied, released, or waived during the Chapter 11 Cases is not an Allowed Claim. For the avoidance of doubt, any and all Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered “Allowed Claims” hereunder.

1.4          Available Cash: All Cash held by the Debtors on the Effective Date or by the Wind-Down Entity, the Liquidation Trust, or the Remaining Debtors on or after the Effective Date; in each case, after payment, allocation, or reserve in accordance with the Plan for: (a) unpaid or unutilized amounts for either Wind-Down Expenses or Liquidation Trust Funding; and (b) any post-Confirmation reserve requirements of the Wind-Down Entity in connection with the Plan, any agreements, or any Bankruptcy Court orders. For the avoidance of doubt, other than to the extent required by Section 3.7 of the Plan, any Cash that has been reserved on or before the Effective Date in respect of any Noteholders under the DIP Orders, including amounts reserved in respect of adequate protection pursuant to section 3.1.2.4 of the Final DIP Order or any orders approving the sale of a Debtor’s property, no longer will be treated as reserved on such basis on and after the Effective Date.

1.5          Avoidance Actions: Any and all causes of action, claims, remedies, or rights that may be brought by or on behalf of the Debtors or the Estates under Bankruptcy Code sections 542, 544, 547, 548, 549, 550, 551, or 553, or under related state or federal statutes, or pursuant to any theory or cause of action under common law, regardless whether such action has been commenced prior to the Effective Date.

3

1.6          Ballot: The ballot form distributed to each Holder of a Claim entitled to vote to accept or reject the Plan.

1.7          Bankruptcy Code: Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as the same may be amended from time to time to the extent applicable to the Chapter 11 Cases.

1.8         Bankruptcy Court: The United States Bankruptcy Court for the District of Delaware, or in the event such court ceases to exercise jurisdiction over any Chapter 11 Case, such other court or adjunct thereof that exercises jurisdiction over such Chapter 11 Case in lieu of the United States Bankruptcy Court for the District of Delaware.

1.9          Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure promulgated by the Supreme Court of the United States under 28 U.S.C. § 2075, as the same may be amended from time to time to the extent applicable to the Chapter 11 Cases.

1.10        Business Day: Any day other than a Saturday, a Sunday, a “legal holiday” (as defined in Bankruptcy Rule 9006(a)), or any other day on which commercial banks in New York, New York are required or authorized to close by law or executive order.

1.11        Cash: Cash and cash equivalents, including bank deposits, wire transfers, checks representing good funds, and legal tender of the United States of America or instrumentalities thereof.

1.12        Causes of Action: Any and all claims, rights, actions, causes of action, liabilities, obligations, suits, debts, remedies, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, rights of setoff, third-party claims, subordination claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and cross claims, damages, or judgments whatsoever, whether known or unknown, reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, foreseen or unforeseen, asserted or unasserted, existing or hereafter arising, in law, at equity, by statute, whether for tort, fraud, contract, or otherwise.

1.13        Chapter 11 Cases: The voluntary chapter 11 bankruptcy cases commenced by the Debtors, which are being jointly administered under the case caption In re Woodbridge Group of Companies, LLC, et al., Case No. 17-12560 (KJC) (Bankr. D. Del.).

1.14        Claim: Any “claim,” as defined in Bankruptcy Code section 101(5), against any of the Debtors or against any property of the Debtors.

1.15        Claim Objection Deadline: Subject to extension as set forth in Section 8.2 of the Plan, the date that is the first Business Day that is at least 180 calendar days after the Effective Date. For the avoidance of doubt, the Claim Objection Deadline may be extended one or more times by the Bankruptcy Court.

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1.16        Claims Agent: Garden City Group, LLC, the Debtors’ court-appointed claims, noticing, and balloting agent.

1.17        Claims Bar Date: As applicable, the Administrative Claims Bar Date, the General Claims Bar Date, the Governmental Claims Bar Date, the SEC Bar Date, any Supplemental Bar Date, or the Rejection Claims Bar Date.

1.18        Class: A category of Claims or Equity Interests designated pursuant to the Plan, or any subclass thereof.

1.19        Class A Liquidation Trust Interests: The Liquidation Trust Interests to be distributed to the Noteholders, the Holders of General Unsecured Claims, and the Unitholders under the Plan.

1.20        Class B Liquidation Trust Interests: The Liquidation Trust Interests to be distributed to the Unitholders under the Plan.

1.21        Closing Date: The date on which all of the Chapter 11 Cases have been closed in accordance with Section 11.21 of the Plan.

1.22        Collateral: Any Estate Asset that is subject to a Lien to secure the payment or performance of a Claim, which Lien is perfected and not subject to avoidance under the Bankruptcy Code or otherwise invalid or unenforceable under the Bankruptcy Code or applicable nonbankruptcy law.

1.23        Committees: Collectively, the Noteholder Committee, the Unitholder Committee, and the Unsecured Creditors’ Committee.

1.24        Confirmation: Entry by the Bankruptcy Court of the Confirmation Order.

1.25        Confirmation Hearing: The hearing or hearings held by the Bankruptcy Court to consider confirmation of the Plan as required by Bankruptcy Code section 1128(a), as such hearing may be continued from time to time.

1.26        Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant to Bankruptcy Code section 1129 in a form reasonably acceptable to each of the Committees.

1.27        Contingent Claim: Any Claim that is Scheduled or Filed as contingent.

1.28        Contributed Claims: All Causes of Action that a Noteholder or Unitholder has against any Person that is not a Released Party and that are related in any way to the Debtors, their predecessors, their respective affiliates, or any Excluded Parties, including (a) all Causes of Action based on, arising out of, or related to the marketing, sale, and issuance of any Notes or Units; (b) all Causes of Action for unlawful dividend, fraudulent conveyance, fraudulent transfer, voidable transaction, or other avoidance claims under state or federal law; (c) all Causes of Action based on, arising out of, or related to the misrepresentation of any of the Debtors’ financial information, business operations, or related internal controls; and (d) all Causes of Action based on, arising out of, or related to any failure to disclose, or actual or attempted cover up or obfuscation of, any of the conduct described in the Disclosure Statement, including in respect of any alleged fraud related thereto.

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1.29        Contributing Claimants: The Noteholders and the Unitholders that elect on their Ballots to contribute Contributed Claims to the Liquidation Trust.

1.30        Contributing Claimants Enhancement Multiplier: 105%.

1.31        Corporate Action: Any action, approval, authorization, decision, or other act of any kind that would be necessary on the part of any Person for any corporation, limited liability company, or other Person to in turn act.

1.32        Creditor: Any Holder of a Claim.

1.33        Cure Payment: The payment of Cash or the distribution of other property (as the parties may agree or the Bankruptcy Court may order) that is necessary to cure any and all defaults under an executory contract or unexpired lease so that such contract or lease may be assumed, or assumed and assigned, pursuant to Bankruptcy Code section 1123(b)(2).

1.34        Debtor or Debtors: Individually and collectively, each of the entities listed on Exhibit 1 hereto, as the same may be amended from time to time.

1.35        Defined Term: Any capitalized term that is defined in this Article I of the Plan.

1.36        DIP Agent: Hankey Capital, LLC in its capacity as agent under the DIP Facility, or its successor thereunder.

1.37        DIP Claims: Any and all Claims held by any DIP Lenders or the DIP Agent arising from or in connection with the DIP Loan Documents or the DIP Orders.

1.38        DIP Facility: That certain $100 million senior secured superpriority debtor-in-possession financing facility provided by the DIP Lenders on the terms of, and subject to the conditions set forth in, the DIP Loan Agreement and the DIP Orders.

1.39        DIP Lenders: Any lenders under the DIP Facility, solely in their capacity as such.

1.40        DIP Loan Agreement: That certain Loan and Security Agreement dated as of December 7, 2017, as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms, by and among certain specified Debtors, the DIP Lenders, and the DIP Agent.

1.41        DIP Loan Documents: The DIP Loan Agreement and any amendments, modifications, supplements thereto, as well as any related notes, certificates, agreements, security agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the DIP Loan Agreement.

1.42        DIP Orders: Collectively, the Final DIP Order and the preceding interim orders entered by the Bankruptcy Court authorizing the applicable Debtors to enter into the DIP Loan Agreement and access the DIP Facility.

1.43        Disallowed Claim: Any Claim that (a) is not Scheduled, or is listed thereon as contingent, unliquidated, disputed, or in an amount equal to zero, and whose Holder failed to timely File a proof of claim by the applicable Claims Bar Date (unless late filing was permitted by a Bankruptcy Court order), but excluding any Claim that is expressly Allowed by a Final Order or under the Plan; or (b) has been disallowed pursuant to an order of the Bankruptcy Court.

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1.44        Disclosure Statement: That certain disclosure statement relating to the Plan, including all exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to Bankruptcy Code section 1125, as it subsequently may be amended, modified, or supplemented by the Debtors.

1.45        Disclosure Statement Order: The order approving the Disclosure Statement, authorizing the Debtors to solicit acceptances of the Plan, and establishing certain related procedures and deadlines.

1.46        Disputed Claim: Any Claim:

(a) that is disputed in whole or in part under the Plan; or

(b) that is asserted by any of the Excluded Parties or any Disputing Claimant, which are Disputed Claims in their entirety and, as such, will have no right to receive any Distributions under the Plan unless and until such Claims are affirmatively Allowed by a Final Order; or

(c) that

(i)            is not expressly Allowed by a Final Order or under the Plan; and

(ii)           as to which a proof of claim is Filed or is deemed Filed as a result of such Claim being Scheduled; and

(iii)          as to which either:

(1) an objection or request for estimation or subordination (A) has been timely Filed within the applicable period of limitations fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order under which the applicable period of limitation has expired, and (B) has not been denied by a Final Order or withdrawn; or

(2) the Claim Objection Deadline has not passed as to such Claim (unless the Liquidation Trust has determined that it will not object to such Claim).

1.47        Disputing Claimant: Either (a) a Noteholder or Unitholder (other than an Excluded Party) that has disputed the amounts set forth for such Creditor in the Schedule of Principal Amounts and Prepetition Distributions pursuant to the procedures set forth in the Disclosure Statement Order and applicable Ballot; or (b) a Noteholder holding a Non-Debtor Loan Note Claim that has not elected to have such Claim reclassified in Class 3 pursuant to the procedures set forth in the Disclosure Statement Order and applicable Ballot.

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1.48        Distribution: Any initial or subsequent issuance, payment, or transfer of consideration made under the Plan.

1.49        Distribution Date: Any date on which a Distribution is made.

1.50        Distribution Record Date: The record date for determining entitlement of Holders of Claims to receive Distributions under the Plan, which date shall be the Effective Date.

1.51        Distribution Reserve: One or more reserves in respect of Contingent Claims, Disputed Claims, or Unliquidated Claims established under the Plan for Liquidation Trust Interests distributable under the Plan with respect to such Claims and amounts payable under the Plan with respect to such Claims or on account of such reserved Liquidation Trust Interests.

1.52        Effective Date: The date that is the first Business Day on which each condition set forth in Article IX of the Plan has been satisfied or waived as set forth therein.

1.53        Equity Interests: All previously issued and outstanding common stock, preferred stock, membership interests, or other ownership interests in any of the Debtors outstanding immediately prior to the Effective Date, including restricted stock, treasury stock, and all options, warrants, calls, rights, puts, awards, commitments, appreciation rights, or any other agreements of any character to convert, exchange, exercise for, or otherwise receive any such common stock, preferred stock, membership interests, or other ownership interests. For the avoidance of doubt, the Unit Claims are not defined, classified, or treated as Equity Interests under the Plan as a result of the comprehensive settlement and compromise to be effected under the Plan.

1.54        Estate Assets: Collectively, (a) any and all right, title, and interest of the Debtors and the Estates in and to property of whatever type or nature, including their books and records and all Avoidance Actions and Causes of Action, as of the Effective Date; and (b) any assets contributed to or recovered by the Liquidation Trust or the Wind-Down Entity on or after the Effective Date.

1.55        Estates: The chapter 11 estates of the Debtors created by Bankruptcy Code section 541(a).

1.56        Exchange Act: The Securities Exchange Act of 1934, as amended.

1.57        Exchange Act Registration: Registration of the Class A Liquidation Trust Interests or the Class B Liquidation Trust Interests, as the case may be, as a class of equity securities under the Exchange Act.

1.58        Excluded Parties: Any prepetition insider of any of the Debtors, any non-debtor affiliates of the Debtors or insider of any such non-debtor affiliates, any prepetition employee of any of the Debtors involved in any way in the marketing or sale of Notes or Units, and any other Person (including any “broker,” salesperson, consultant, affiliated entity, or professional) involved in any way in the marketing or sale of Notes or Units, including those Persons identified on the Schedule of Excluded Parties.

1.59        Exculpated Parties: Collectively, (a) the Debtors, (b) the New Board, (c) the Committees, and (d) each of the preceding’s respective Related Parties; provided, however, that the Exculpated Parties shall not include any Excluded Party.

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1.60        File, Filed, or Filing: Duly and properly filed with the Bankruptcy Court and reflected on the docket of the Chapter 11 Cases, except with respect to proofs of claim that must be filed with the Claims Agent, in which case “File” or “Filed” means duly and properly filed with the Claims Agent and reflected on the official claims register maintained by the Claims Agent.

1.61        Final Decree: An order entered pursuant to Bankruptcy Code section 350, Bankruptcy Rule 3022, and Local Rule 5009-1 closing the Chapter 11 Cases for the Remaining Debtors.

1.62        Final DIP Order: That certain Final Order on Debtors’ Motion for Entry of Interim and Final Orders (I) Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, 507, and 552 Authorizing Debtors to (A) Obtain Postpetition Secured Financing, (B) Use Cash Collateral, (C) Grant Adequate Protection to Prepetition Secured Parties; (II) Modifying the Automatic Stay; (III) Scheduling a Final Hearing Pursuant to Bankruptcy Rules 4001(B) and 4001(C); and (IV Granting Related Relief, entered on March 8, 2018 [Docket No. 724].

1.63        Final Order: An order or judgment of the Bankruptcy Court entered on the docket of the Chapter 11 Cases:

(a)           that has not been reversed, rescinded, stayed, modified, or amended;

(b)           that is in full force and effect; and

(c)           with respect to which (i) the time to appeal or to seek review, rehearing, remand, or a writ of certiorari has expired and as to which no timely filed appeal or petition for review, rehearing, remand, or writ of certiorari is pending; or (ii) any such appeal or petition has been dismissed or resolved by the highest court to which the order or judgment was appealed or from which review, rehearing, remand, or a writ of certiorari was sought.

For the avoidance of doubt, no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to Bankruptcy Code section 502(j), Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or Bankruptcy Rules 9023 or 9024 may be or has been filed with respect to such order.

1.64        Fund Debtors: Collectively, Woodbridge Mortgage Investment Fund 1, LLC, Woodbridge Mortgage Investment Fund 2, LLC, Woodbridge Mortgage Investment Fund 3, LLC, Woodbridge Mortgage Investment Fund 3a, LLC, Woodbridge Mortgage Investment Fund 4, LLC, Woodbridge Commercial Bridge Loan Fund 1, LLC, and Woodbridge Commercial Bridge Loan Fund 2, LLC.

1.65        General Claims Bar Date: June 19, 2018.

1.66        General Unsecured Claim: Any unsecured, non-priority Claim asserted against any of the Debtors or the Estates that is not a Note Claim, Subordinated Claim, or Unit Claim including, for the avoidance of doubt, all Rejection Claims, but excluding (a) any Claims arising from any executory contracts or unexpired leases that are assumed during the Chapter 11 Cases and (b) any vendor or other Claims satisfied in the ordinary course of business, as critical-vendor Claims, or pursuant to any other order of the Bankruptcy Court.

1.67        Governmental Claims Bar Date: With respect to each applicable Debtor and other than the SEC Bar Date (if applicable), the date that is set forth in Exhibit I to the Bar Date Notice attached to the Order Establishing Deadlines for Filing Proofs of Claim and Proofs of Interest and Approving the Form and Manner of Notice Thereof  [Docket No. 911].

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1.68        Holder: The Person that is the owner of record of a Claim, Equity Interest, or Liquidation Trust Interest, as applicable.

1.69        Impaired: Any Class of Claims or Equity Interests that is impaired within the meaning of Bankruptcy Code section 1124.

1.70        Initial Distribution Fund: Cash in a target range of $42.5 - $85.0 million.

1.71        Insured Claim: Any Claim or portion of a Claim (other than a Claim held by an employee of the Debtors for workers’ compensation coverage under the workers’ compensation program applicable in the particular state in which the employee is employed by the Debtors) that is insured under the Debtors’ insurance policies, but only to the extent of such coverage.

1.72        Intercompany Claim: A Claim of one Debtor against another Debtor.

1.73        Intercompany Lien: A Lien securing an Intercompany Claim.

1.74        Lien: Any lien, security interest, pledge, title retention agreement, encumbrance, leasehold, charge, mortgage, or hypothecation to secure payment of a debt or performance of an obligation, other than, in the case of securities and any other equity ownership interests, any restrictions imposed by applicable United States or foreign securities laws.

1.75        Liquidation Trust: A liquidation trust established on the Effective Date for the benefit of the Liquidation Trust Beneficiaries in accordance with the terms of the Plan and the Liquidation Trust Agreement.

1.76        Liquidation Trust Actions: Collectively, all Avoidance Actions and Causes of Action held by the Debtors or the Estates and any Causes of Action that are contributed to the Liquidation Trust as Contributed Claims, in each case as against any Person that is not a Released Party.

1.77        Liquidation Trust Agreement: The agreement substantially in the form Filed in the Plan Supplement and reasonably acceptable to each of the Committees establishing and delineating the terms and conditions of the Liquidation Trust, including the rights and duties of the Liquidation Trustee and the Liquidation Trust Supervisory Board.

1.78        Liquidation Trust Assets: Collectively, (a) the Liquidation Trust Actions, (b) the Liquidation Trust Funding, (c) 100% of the membership interests in the Wind-Down Entity and the Remaining Debtors (and all proceeds and distributions from such entities), (d) Available Cash as of the Effective Date and Available Cash that is possessed by or turned over to the Liquidation Trust after the Effective Date, and (e) other non-real-estate-related assets or entities that may be transferred or otherwise provided, directly or indirectly, to or for the benefit of the Debtors (after the Petition Date but before the Effective Date) or the Liquidation Trust (on or after the Effective Date) by any Person.

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1.79        Liquidation Trust Beneficiary: Each Holder of a Liquidation Trust Interest. Liquidation Trust Interests are to be Distributed to Holders of Allowed Note Claims, Allowed General Unsecured Claims, and Allowed Unit Claims in accordance with Sections 3.4, 3.5, and 3.6 of the Plan.

1.80        Liquidation Trust Expenses: Any and all reasonable fees, costs, and expenses incurred by the Liquidation Trustee not inconsistent with the Plan or the Liquidation Trust Agreement, including the maintenance or disposition of the Liquidation Trust Assets (including Liquidation Trustee fees, indemnity reserves, attorneys’ fees, the fees of professionals, and other Persons retained by the Liquidation Trustee, personnel-related expenses, and any taxes imposed on the Liquidation Trust or in respect of the Liquidation Trust Assets), and any other expenses incurred or otherwise payable in accordance with the Liquidation Trust Agreement.

1.81        Liquidation Trust Funding: The Liquidation Trust Seed Funding, any cash collateral or reserves extant as of the Effective Date regarding any Non-Debtor Loan Note Claims, and all Cash required (a) to make payments in accordance with the Plan to Administrative Claims, Professional Fee Claims, Priority Tax Claims, DIP Claims, and Priority Claims; or (b) to fund any other unfunded post-Confirmation reserve requirements of the Liquidation Trust (including Distribution Reserves) in connection with the Plan, any agreements, or any Bankruptcy Court orders. For the avoidance of doubt, other than to the extent required by Section 3.7 of the Plan, any Cash that has been reserved in respect of any Noteholders under the DIP Orders, including amounts reserved in respect of adequate protection pursuant to section 3.1.2.4 of the Final DIP Order or any orders approving the sale of a Debtor’s property, no longer will be treated as reserved on such basis on and after the Effective Date.

1.82        Liquidation Trust Indemnified Parties: The Liquidation Trustee, the Liquidation Trust Supervisory Board, the Remaining Debtors Manager, and their respective Related Parties, each in their respective capacity as such.

1.83        Liquidation Trust Interests: Together, the Class A Liquidation Trust Interests and the Class B Liquidation Trust Interests.

1.84        Liquidation Trust Interests Waterfall: On each Distribution Date, the Liquidation Trust shall distribute its Available Cash as follows:

a.             The Liquidation Trust shall distribute Available Cash to each Holder of Class A Liquidation Trust Interests Pro Rata based on such Holder’s number of Class A Liquidation Trust Interests until the aggregate amount of all Distributions made pursuant to this clause on account of the Class A Liquidation Trust Interests equals the product of (i) the total number of all Class A Liquidation Trust Interests and (ii) $75.00;

b.             Thereafter, the Liquidation Trust shall distribute Available Cash to each Holder of Class B Liquidation Trust Interests Pro Rata based on such Holder’s number of Class B Liquidation Trust Interests until the aggregate amount of all Distributions made pursuant to this clause on account of the Class B Liquidation Trust Interests equals the product of (i) the total number of all Class B Liquidation Trust Interests and (ii) $75.00;

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c.             Thereafter, the Liquidation Trust shall distribute Available Cash to each Holder of a Liquidation Trust Interest (whether a Class A Liquidation Trust Interest or a Class B Liquidation Trust Interest) Pro Rata based on such Holder’s number of Liquidation Trust Interests until the aggregate amount of all Distributions made pursuant to this clause on account of the Liquidation Trust Interests equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims, and Net Unit Claims outstanding from time to time on or after the first Petition Date (December 4, 2017), treating each Distribution of Available Cash made after the Effective Date pursuant to the immediately preceding two subparagraphs as reductions of such principal amount; and

d.             Thereafter, the Liquidation Trust shall distribute Available Cash Pro Rata to the Holders of Allowed Subordinated Claims until such Claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be specified in any consensual agreement or order relating to a given Holder, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim outstanding from time to time on or after the first Petition Date (December 4, 2017).

1.85        Liquidation Trust Seed Funding: Cash in the amount of $5.0 million.

1.86        Liquidation Trust Supervisory Board: A supervisory board for the Liquidation Trust, whose initial members shall be identified at or before the Confirmation Hearing and shall be selected as follows: three (3) individuals nominated by the Unsecured Creditors’ Committee, one (1) individual nominated by the Noteholder Committee, and one (1) individual nominated by the Unitholder Committee. If any member of the Liquidation Trust Supervisory Board selected by the Unsecured Creditors’ Committee is no longer available for any reason, then the remaining member(s) selected by the Unsecured Creditors’ Committee shall select the replacement member(s). If a member of the Liquidation Trust Supervisory Board selected by either the Noteholder Committee or the Unitholder Committee is no longer available for any reason, then the available former members of the Noteholder Committee or Unitholder Committee, as applicable, shall be requested to, and may, select a replacement; provided, however, that if no former members of the Noteholder Committee or the Unitholder Committee, as applicable, are reasonably available and willing to make the selection, then the remaining members of the Liquidation Trust Supervisory Board shall select the replacement member(s).

1.87        Liquidation Trustee: Michael Goldberg and any successor thereto appointed pursuant to the Liquidation Trust Agreement, which successor appointment will require approval of the Liquidation Trust Supervisory Board (and, in the case of the proposed removal and replacement of Michael Goldberg, a determination by the Bankruptcy Court that “cause” exists for such removal and replacement using the standard under Bankruptcy Code section 1104 made after notice of such proposed removal and replacement has been provided to the SEC), in each case acting in the capacity as trustee of the Liquidation Trust.

1.88        Local Rules: The Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, as amended from time to time.

1.89        Net Note Claims: The Outstanding Principal Amount of the Note Claims held by a particular Noteholder, minus the aggregate amount of all Prepetition Distributions received by such Noteholder; provided that, solely as to those Noteholders that are Contributing Claimants, the resulting difference shall be multiplied by the Contributing Claimants Enhancement Multiplier.

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1.90        Net Unit Claims: The Outstanding Principal Amount of the Unit Claims held by a particular Unitholder, minus the aggregate amount of all Prepetition Distributions received by such Unitholder; provided that, solely as to those Unitholders that are Contributing Claimants, the resulting difference shall be multiplied by the Contributing Claimants Enhancement Multiplier.

1.91        New Board: The “New Board” as defined in and approved by that certain order entered by the Bankruptcy Court on January 23, 2018 [Docket No. 357].

1.92        Non-Compensatory Penalty Claims: Any Claim, secured or unsecured, for any fine, penalty, or forfeiture, or for multiple, exemplary, or punitive damages, to the extent such fine, penalty, forfeiture, or damages are not compensation for actual pecuniary loss suffered by the Holder of such Claim.

1.93        Non-Debtor Loan Note Claims: Any Note Claims that are or were purportedly secured by an unreleased assignment or other security interest in any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor to the extent set forth in the Schedule of Non-Debtor Loan Note Claims. The loans to Persons that are not Debtors were made as part of the Debtors’ “Riverdale” segment, as described further in the Disclosure Statement.

1.94        Note Claims: Any and all Claims of a Person holding Notes that arise from or in connection with any Notes.

1.95        Noteholder: A given holder of one or more Notes, after aggregating holdings common to a beneficial natural person owner, natural person joint tenants including after dissolution of marriage by divorce or otherwise, or such holder’s estate, as applicable.

1.96        Noteholder Committee: The Official Ad Hoc Committee of Noteholders appointed in the Chapter 11 Cases as of February 1, 2018, as it may be reconstituted from time to time.

1.97        Notes: Any and all investments, interests, or other rights with respect to any of the Fund Debtors that were styled, marketed, or sold as “notes,” “mortgages,” or “loans.”

1.98        Ordinary Course Professional: Any Ordinary Course Professional, as that term is defined in the Order Authorizing the Employment and Payment of Professionals Used in the Ordinary Course of Business [Docket No. 296].

1.99        Ordinary Course Professional Fee Claim: A Claim of an Ordinary Course Professional for compensation or reimbursement of costs and expenses relating to services provided during the period from the Petition Date through and including the Effective Date.

1.100      Other Debtors: All Debtors other than the Fund Debtors.

1.101      Other Secured Claims: Any Secured Claims that are not DIP Claims.

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1.102      Outstanding Principal Amount: When used in reference to a Note Claim, an amount equal to the aggregate principal balance outstanding as of the Petition Date on the Notes held by the applicable Noteholder; when used in reference to a Unit Claim, an amount equal to the aggregate principal balance outstanding as of the Petition Date on the Units held by the applicable Unitholder, in each case excluding any purportedly accrued prepetition interest and before reduction for any Prepetition Distributions.

1.103      Person: Any person or organization created or recognized by law, including any association, company, cooperative, corporation, entity, estate, fund, individual, joint stock company, joint venture, limited liability company, partnership, trust, trustee, unincorporated organization, government or any political subdivision thereof, or any other entity or organization of whatever nature.

1.104      Petition Date: (a) December 4, 2017, when used in reference to the 279 Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; (b) February 9, 2018, when used in reference to the fourteen Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; (c) March 9, 2018, when used in reference to the two Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; (d) March 23, 2018, when used in reference to the seven Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; and (e) March 27, 2018, when used in reference to the four Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date.

1.105      Plan: This First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors and all exhibits thereto, including the Plan Supplement, as the same may be amended, modified, or supplemented in the Debtors’ reasonable discretion after consultation with each of the Committees.

1.106     Plan Supplement: The ancillary documents regarding the implementation and effectuation of the Plan, which will be Filed on or before the date that is seven (7) calendar days prior to the Voting Deadline, as such documents may be amended and supplemented prior to the Confirmation Hearing in the Debtors’ reasonable discretion after consultation with each of the Committees.

1.107      Prepetition Distribution: Any consideration, whether or not denominated as “interest,” that was transferred at any time prior to the Petition Date from any Person to a Noteholder or a Unitholder on account of any Notes or Units, as applicable, but excluding consideration representing the return or repayment of the principal of any Note or any Unit (which consideration is applied as such prior to determining the Outstanding Principal Amount for the applicable Notes or Units). Unless excluded by the preceding sentence, such consideration shall include any transfers on account of Notes that were converted to Units or Units that were converted to Notes and shall include any transfers, whether or not denominated as “interest,” on account of Notes or Units held at any time even if such Unit or Note had been paid or was otherwise no longer existing as of the Petition Date.

1.108      Priority Claim: A Claim that is entitled to priority under Bankruptcy Code section 507(a), other than an Administrative Claim and a Priority Tax Claim.

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1.109      Priority Tax Claim: A Claim that is entitled to priority under Bankruptcy Code section 507(a)(8).

1.110      Professional: Any professional (other than an Ordinary Course Professional) employed in the Chapter 11 Cases pursuant to Bankruptcy Code sections 327, 328, 1103, or 1104 or any professional or other Person (in each case, other than an Ordinary Course Professional) seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to Bankruptcy Code section 503(b)(3) or 503(b)(4).

1.111     Professional Fee Claim: A Claim of a Professional for compensation or reimbursement of costs and expenses (or of members of any of the Committees for reimbursement of expenses) relating to services provided during the period from the Petition Date through and including the Effective Date.

1.112      Professional Fee Reserve: The reserve established and funded by the Liquidation Trust pursuant to Section 11.2 of the Plan to provide sufficient funds to satisfy in full all unpaid Allowed Professional Fee Claims.

1.113     Pro Rata: Proportionately so that the ratio of (a) the amount of consideration distributed on account of a particular Allowed Claim or Liquidation Trust Interest to (b) the amount or number of that Allowed Claim or Liquidation Trust Interest, is the same as the ratio of (x) the amount of consideration available for Distribution on account of, as applicable, all Allowed Claims in the Class in which the particular Allowed Claim is included or all applicable Liquidation Trust Interests (e.g., all Liquidation Trust Interests, all Class A Liquidation Trust Interests, or all Class B Liquidation Trust Interests) to (y) as applicable, the amount of all Allowed Claims of that Class or the number of applicable Liquidation Trust Interests, as adjusted to take into account any applicable Distribution Reserves.

1.114    Rejection Claim: Any Claim for monetary damages as a result of the rejection of any prepetition executory contract or unexpired lease, whether rejected pursuant to the Confirmation Order or otherwise.

1.115     Rejection Claims Bar Date: To the extent not previously established by prior order of the Bankruptcy Court, the first Business Day that is at least thirty (30) calendar days after the Effective Date.

1.116    Related Parties: Collectively, all of the respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, managers, members, officers, partners, predecessors, principals, professional persons, representatives, and successors of the reference Person; provided, however, that the Debtors’ Related Parties will be limited to the following Persons: the employees who are employed by the Debtors on the Effective Date; Richard Nevins; Michael Goldberg; M. Freddie Reiss; Frederick Chin; Bradley D. Sharp; Development Specialists, Inc.; Berkeley Research Group LLC; Klee, Tuchin, Bogdanoff & Stern LLP; Young Conaway Stargatt & Taylor LLP; Glaser Weil Fink Howard Avchen & Shapiro LLP; Homer Bonner Jacobs; Musick, Peeler & Garrett LLP; Province, Inc.; and Garden City Group, LLC.

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 1.117    Released Parties: Collectively, (a) the Debtors, (b) the New Board, (c) the Committees, and (d) each of the preceding’s respective Related Parties; provided, however, that the Released Parties shall not include any Excluded Party.

1.118     Releasing Parties: Collectively, (a) the Debtors, (b) the Estates, and (c) any Person exercising or seeking to exercise any rights of the Estates (but solely in that capacity), including each of the Committees (but not their individual members), the Wind-Down CEO, the Liquidation Trustee, the Remaining Debtors Manager, and any other successor to the Debtors or any other estate representative that is or could be appointed or selected pursuant to Bankruptcy Code section 1123(b)(3) or otherwise.

1.119      Remaining Debtors: Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC.

1.120      Remaining Debtors Manager: The Liquidation Trustee, acting in the capacity as manager of the Remaining Debtors.

1.121     Schedule of Assumed Agreements: The schedule of those certain executory contracts and unexpired leases that the Debtors have determined, in the Debtors’ reasonable discretion after consultation with each of the Committees, the Debtors may assume and assign on the Effective Date. The initial Schedule of Assumed Agreements will be Filed as part of the initial Plan Supplement, but remains subject to any modifications that may be made prior to the Effective Date pursuant to Section 6.1.1 of the Plan.

1.122      Schedule of Excluded Parties: A non-exclusive schedule to the Disclosure Statement that lists certain of the Excluded Parties.

1.123     Schedule of Non-Debtor Loan Note Claims: A schedule to the Disclosure Statement that lists the Noteholders holding Non-Debtor Loan Note Claims as well as the relevant portions of the Schedule of Principal Amounts and Prepetition Distributions applicable to such Non-Debtor Loan Note Claims.

1.124     Schedule of Principal Amounts and Prepetition Distributions: A schedule to the Disclosure Statement that indicates both the Outstanding Principal Amount and the Prepetition Distributions for each Noteholder and Unitholder that is not an Excluded Party.

1.125      Scheduled: Set forth in the Schedules.

1.126      Schedules: The Schedules of Assets and Liabilities Filed by the Debtors on April 15, 2018 as Docket Nos. 1269-1561, and on April 16, 2018 as Docket Nos. 1564-1576 & 1578, as such Schedules may be amended from time to time in accordance with Bankruptcy Rule 1009.

1.127      SEC: The U.S. Securities and Exchange Commission.

1.128      SEC Bar Date: The date or dates that have been established by Bankruptcy Court order regarding the deadline for Filing of Claims by the SEC, as may be extended by subsequent Bankruptcy Court order. See Docket Nos. 1829 & 2273.

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1.129      Section 503(b)(9) Claim: A Claim arising under Bankruptcy Code section 503(b)(9) for the value of any goods received by the Debtors within twenty (20) calendar days before the Petition Date and that were sold to the Debtors in the ordinary course of their business.

1.130      Secured Claim: A Claim that is secured by a valid, perfected, and enforceable Lien on property in which the Debtors or the Estates have an interest, which Lien is valid, perfected, and enforceable under applicable law and not subject to avoidance under the Bankruptcy Code or applicable nonbankruptcy law. A Claim is a Secured Claim only to the extent of the value of the Holder’s interest in the Debtors’ interest in the Collateral or to the extent of the amount subject to setoff against a Cause of Action held by the Debtors, whichever is applicable, and as determined under Bankruptcy Code section 506(a). To the extent that the value of such interest in the Debtors’ interest in the subject Collateral or the amount subject to setoff against a Cause of Action held by the Debtors (as applicable) is less than the amount of the Claim which has the benefit of such security or is supported by such setoff right, such portion of the Claim is unsecured and shall be treated as a General Unsecured Claim unless, in any such case, the Class of which the Secured Claim is a part makes a valid and timely election in accordance with Bankruptcy Code section 1111(b) to have such Claim(s) treated as a Secured Claim to the extent Allowed. For the avoidance of doubt, Intercompany Claims and the Standard Note Claims are not defined, classified, or treated as Secured Claims under the Plan as a result of the comprehensive settlement and compromise to be effected under the Plan.

1.131      Securities Act: The Securities Act of 1933, as amended.

1.132      Standard Note Claim: Any Note Claim that is not a Non-Debtor Loan Note Claim.

1.133      Subordinated Claim: Collectively, (a) any Non-Compensatory Penalty Claims and (b) any other Claim that is subordinated to General Unsecured Claims, Note Claims, or Unit Claims pursuant to Bankruptcy Code section 510, a Final Order, or by consent of the Creditor holding such Claim.

1.134      Supplemental Bar Date: Any “Supplemental Bar Date” as defined and established by the Order Establishing Deadlines for Filing Proofs of Claim and Proofs of Interest and Approving the Form and Manner of Notice Thereof [Docket No. 911].

1.135      Unimpaired: Any Class of Claims that is not impaired within the meaning of Bankruptcy Code section 1124.

1.136      Uninsured Portion: The portion of any Insured Claim, if any, that is not insured under the Debtors’ insurance policies or that is beyond the extent of such coverage.

1.137      Unit Claims: Any and all Claims of a Person holding Units that arise from or in connection with any Units.

1.138      Unitholder: A given holder of one or more Units, after aggregating holdings common to a beneficial natural person owner, natural person joint tenants including after dissolution of marriage by divorce or otherwise, or such holder’s estate, as applicable.

1.139      Unitholder Committee: The Official Ad Hoc Committee of Unitholders appointed in the Chapter 11 Cases as of January 23, 2018, as it may be reconstituted from time to time.

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1.140      Units: Any and all investments, interests, or other rights with respect to any of the Fund Debtors that were styled, marketed, or sold as “units.”

1.141      Unliquidated Claim: Any Claim that is Scheduled as unliquidated or that was Filed in an unliquidated amount.

1.142      Unsecured Creditors’ Committee: The official committee of unsecured creditors, as contemplated under Bankruptcy Code section 1102, which was appointed in the Chapter 11 Cases as of December 14, 2017, as it may be reconstituted from time to time.

1.143      Unsecured Creditors’ Committee Action: The motion Filed by the Unsecured Creditors’ Committee [Docket No. 920] seeking leave, standing, and authority to prosecute certain Causes of Action on behalf of certain Debtors and their Estates, the draft complaint attached thereto, and any adversary proceeding that is subsequently commenced based on such motion or draft complaint.

1.144      U.S. Trustee: The Office of the United States Trustee for the District of Delaware.

1.145      Voting Deadline: The date and time by which all Ballots to accept or reject the Plan must be received in order to be counted under the Disclosure Statement Order.

1.146      Wind-Down Assets: Collectively, (a) all Estate Assets other than the Liquidation Trust Assets and (b) other real-estate-related assets or entities that may be transferred or otherwise provided, directly or indirectly, to or for the benefit of the Debtors (after the Petition Date but before the Effective Date) or the Wind-Down Entity (on or after the Effective Date) by any Person.

1.147      Wind-Down Board: The board of directors of the Wind-Down Entity, which will initially consist of Richard Nevins, M. Freddie Reiss, and the Wind-Down CEO.

1.148      Wind-Down CEO: Frederick Chin or his successor.

1.149     Wind-Down Claim Expenses: All Cash required to make payments in accordance with the Plan to Holders of Other Secured Claims and to counterparties to executory contracts and unexpired leases that are assumed and assigned to the Wind-Down Entity under the Plan or otherwise assumed and assigned pursuant to a Final Order.

1.150      Wind-Down Entity: A Delaware limited liability company established on the Effective Date and named “Woodbridge Wind-Down Entity LLC” in which all Wind-Down Assets will be vested and administered by the Wind-Down CEO, subject to the supervision and oversight of the Wind-Down Board and the Liquidation Trustee.

1.151      Wind-Down Expenses: Any and all reasonable fees, costs, and expenses incurred by the Wind-Down Entity not inconsistent with the Plan or the Wind-Down Governance Agreement, including (i) any administrative fees; (ii) attorneys’ or other professionals’ fees and expenses of the Wind-Down Entity; (iii) insurance fees or premiums; (iv) taxes; (v) escrow expenses; (vi) costs associated with any maintenance, liquidation, and administration as part of the wind down of the Debtors; (vii) Wind-Down Claim Expenses; and (viii) costs to maintain, develop, improve, or insure any Wind-Down Assets while they are held for sale or otherwise liquidated, and any other expenses incurred or otherwise payable in accordance with the Wind-Down Governance Agreement.

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1.152      Wind-Down Governance Agreement: An agreement substantially in the form Filed in the Plan Supplement and reasonably acceptable to each of the Committees delineating the rights of the Liquidation Trust and the Liquidation Trust Supervisory Board based on the Liquidation Trust’s 100% ownership of the Wind-Down Entity.

1.153      Wind-Down Indemnified Parties: The Wind-Down CEO, the Wind-Down Board, and their respective Related Parties, each in their respective capacity as such.

ARTICLE II

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

2.1          Summary and Classification of Claims. This Section classifies Claims – except for Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Claims, which are not classified – for all purposes, including confirmation, Distributions, and voting. A Claim is classified in a particular Class only to the extent that the Claim falls within the Class description. To the extent that part of a Claim falls within a different Class description, that part of the Claim is classified in that different Class. The following table summarizes the Classes of Claims under the Plan:

CLASS	DESCRIPTION	IMPAIRED/ UNIMPAIRED	VOTING STATUS
None	Administrative Claims	Unimpaired	Not Entitled to Vote
None	Professional Fee Claims	Unimpaired	Not Entitled to Vote
None	Priority Tax Claims	Unimpaired	Not Entitled to Vote
None	DIP Claims	Unimpaired	Not Entitled to Vote
Class 1	Other Secured Claims3	Unimpaired	Not Entitled to Vote (deemed to accept)
Class 2	Priority Claims	Unimpaired	Not Entitled to Vote (deemed to accept)
Class 3	Standard Note Claims	Impaired	Entitled to Vote
Class 4	General Unsecured Claims	Impaired	Entitled to Vote

³ For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Other Secured Claim shall be deemed to be in its own subclass (unless such Holder shares the same Lien on Collateral with a different Holder of another Other Secured Claim, in which case such Claims shall be deemed to be included together in the same subclass).

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CLASS	DESCRIPTION	IMPAIRED/ UNIMPAIRED	VOTING STATUS
Class 5	Unit Claims	Impaired	Entitled to Vote
Class 6	Non-Debtor Loan Note Claims	Impaired	Entitled to Vote
Class 7	Subordinated Claims	Impaired	Not Entitled to Vote (deemed to reject)
Class 8	Equity Interests	Impaired	Not Entitled to Vote (deemed to reject)

NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THE PLAN,

NO DISTRIBUTIONS WILL BE MADE ON ACCOUNT OF ANY CLAIM THAT

IS NOT AN ALLOWED CLAIM AND NO RIGHTS WILL BE RETAINED ON

ACCOUNT OF ANY CLAIM THAT IS A DISALLOWED CLAIM.

2.2          Classification & Voting Controversies.

(a)           If a controversy arises regarding whether any Claim is properly classified under the Plan, then the Bankruptcy Court shall, upon proper motion and notice, determine such controversy at the Confirmation Hearing.

(b)           If the Bankruptcy Court finds that the classification of any Claim is improper, then such Claim shall be reclassified and the Ballot previously cast by the Holder of such Claim shall be counted in, and the Claim shall receive the treatment prescribed in, the Class in which the Bankruptcy Court determines such Claim should have been classified, without the necessity of resoliciting any votes on the Plan.

ARTICLE III

TREATMENT OF CLAIMS AND EQUITY INTERESTS

3.1           Unclassified Claims.

3.1.1       Administrative Claims. Except as otherwise provided for herein, and subject to the requirements of the Plan, on or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) thirty (30) calendar days following the date on which an Administrative Claim becomes an Allowed Administrative Claim, the Holder of such Allowed Administrative Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such Allowed Administrative Claim, (a) Cash equal to the unpaid portion of such Allowed Administrative Claim or (b) such other less favorable treatment as to which such Holder and the Liquidation Trust shall have agreed upon in writing.

3.1.2       Professional Fee Claims. Professional Fee Claims shall be paid as set forth in Section 11.2 of the Plan.

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3.1.3      Priority Tax Claims. In full satisfaction, settlement, and release of and in exchange for such Claims, Allowed Priority Tax Claims shall be paid, at the Liquidation Trust’s option, as follows: (a) Cash equal to the unpaid portion of such Allowed Priority Tax Claim on the later of the Effective Date and thirty (30) calendar days following the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim; (b) in regular installment payments in Cash over a period not exceeding five (5) years after the Petition Date, plus interest on the unpaid portion thereof at the rate determined under applicable nonbankruptcy law as of the calendar month in which the Effective Date occurs (provided that such election shall be without prejudice to the right to prepay any such Allowed Priority Tax Claim in full or in part without penalty); or (c) such other treatment as to which the Holder of an Allowed Priority Tax Claim and the Liquidation Trust shall have agreed upon in writing.

3.1.4       DIP Claims. Subject to the DIP Orders, on the Effective Date, the DIP Claims shall be deemed to be Allowed in the full amount due and owing under the DIP Facility as of the Effective Date, if any. On the Effective Date, any outstanding DIP Claims shall be indefeasibly paid in full in Cash and the Debtors’ rights and obligations under the DIP Facility shall be cancelled.

3.2           Class 1: Other Secured Claims.

Class 1 consists of all Other Secured Claims. Class 1 is Unimpaired under the Plan.

The legal, equitable, and contractual rights of Holders of Allowed Class 1 Claims are unaltered by the Plan, and, notwithstanding substantive consolidation of the Debtors and vesting of the Wind-Down Assets in the Wind-Down Entity, the Liens of the Holders of Allowed Class 1 Claims will continue to attach to their respective Collateral, provided that all such Claims shall remain subject to any and all defenses, counterclaims, and setoff or recoupment rights with respect thereto. Unless the Wind-Down Entity and the Holder of an Allowed Class 1 Claim agree to other treatment, on or as soon as is reasonably practicable after the Effective Date, each Holder of an Allowed Class 1 Claim shall receive, at the Wind-Down Entity’s option: (i) Cash from the Wind-Down Entity in the Allowed amount of such Holder’s Allowed Class 1 Claim; or (ii) the return by the Wind-Down Entity of the Collateral securing such Allowed Class 1 Claim, without representation or warranty by any Person (and without recourse against any Person regarding such Other Secured Claim); or (iii) (A) the cure of any default, other than a default of the kind specified in Bankruptcy Code section 365(b)(2), that Bankruptcy Code section 1124(2) requires to be cured, with respect to such Holder’s Allowed Class 1 Claim, without recognition of any default rate of interest or similar penalty or charge, and upon such cure, no default shall exist; (B) the reinstatement of the maturity of such Allowed Class 1 Claim as the maturity existed before any default, without recognition of any default rate of interest or similar penalty or charge; and (C) retention of its unaltered legal, equitable, and contractual rights with respect to such Allowed Class 1 Claim, including through the retention of any associated Lien on the Collateral securing such Allowed Class 1 Claim.

The Bankruptcy Court shall retain jurisdiction and power to determine the amount necessary to satisfy any Allowed Class 1 Claim for which treatment is elected under clause (i) or clause (iii) of the immediately foregoing paragraph. With respect to any Allowed Class 1 Claim for which treatment is elected under clause (i), any Holder of such Allowed Class 1 Claim shall release (and by the Confirmation Order shall be deemed to release) all Liens against any Estate Assets. Notwithstanding anything else in the Plan, the Holders of Allowed Class 1 Claims will have no right to receive any Distribution from, or otherwise share in, any of the Liquidation Trust Assets.

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3.3           Class 2: Priority Claims.

Class 2 consists of all Priority Claims. Class 2 is Unimpaired under the Plan.

On, or as soon as reasonably practicable after, the later of (i) the Effective Date and (ii) the date on which a Priority Claim becomes payable pursuant to and as specified by an order of the Bankruptcy Court, the Holder of such Allowed Priority Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such Allowed Priority Claim, either (a) Cash from the Liquidation Trust equal to the unpaid portion of such Allowed Priority Claim or (b) such other less favorable treatment from the Liquidation Trust to which such Holder and the Liquidation Trust shall have agreed upon in writing.

3.4           Class 3: Standard Note Claims.

Class 3 consists of all Standard Note Claims, as well as those Non-Debtor Loan Note Claims that are reclassified in Class 3 pursuant to Section 3.7 of the Plan. Class 3 is Impaired under the Plan.

In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders of Allowed Class 3 Claims will receive on or as soon as reasonably practicable after the Effective Date, one (1) Class A Liquidation Trust Interest for each $75.00 of Net Note Claims held by the applicable Noteholder with respect to its Allowed Note Claims (any resulting fractional Class A Liquidation Trust Interests will be rounded to the nearest hundredth of such Liquidation Trust Interest with five thousandths thereof rounded up to the next hundredth). As set forth more fully in Section 5.4.10 of the Plan, subsequent Distributions of Cash on account of the Class A Liquidation Trust Interests will be made by the Liquidation Trust in accordance with the Liquidation Trust Interests Waterfall.

The treatment of the Standard Note Claims under the Plan is not intended to and will not reduce, impair, satisfy, limit, or otherwise affect any rights that any Noteholder may have against any Person that is not a Released Party (including those rights that may be included in the Contributed Claims and contributed to the Liquidation Trust by making the Ballot election described below).

Each Holder of a Standard Note Claim may agree, by electing on its Ballot, to contribute its Contributed Claims to the Liquidation Trust. By electing such option on its Ballot, the Noteholder agrees that, subject to the occurrence of the Effective Date and the formation of the Liquidation Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to the Liquidation Trust and (ii) to have agreed to execute any documents reasonably requested to memorialize such contribution. The relative share of Liquidation Trust recoveries for any so electing Noteholder in respect of its Class 3 Claim will be enhanced by having the amount that otherwise would be its Net Note Claim increased by the Contributing Claimants Enhancement Multiplier. Noteholders also may choose to make such election because aggregating all Contributed Claims and similar Liquidation Trust Actions may enable the pursuit and settlement of such litigation claims in a more efficient and effective manner.

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3.5          Class 4: General Unsecured Claims.

Class 4 consists of all General Unsecured Claims. Class 4 is Impaired under the Plan.

In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders of Allowed Class 4 Claims will receive on or as soon as reasonably practicable after the Effective Date, one (1) Class A Liquidation Trust Interest for each $75.00 of Allowed General Unsecured Claims held by the applicable Creditor (any resulting fractional Class A Liquidation Trust Interests will be rounded to the nearest hundredth of such Liquidation Trust Interest with five thousandths thereof rounded up to the next hundredth). As set forth more fully in Section 5.4.10 of the Plan, subsequent Distributions of Cash on account of the Class A Liquidation Trust Interests will be made by the Liquidation Trust in accordance with the Liquidation Trust Interests Waterfall.

3.6          Class 5: Unit Claims.

Class 5 consists of all Unit Claims. Class 5 is Impaired under the Plan.

In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders of Allowed Unit Claims will receive on or as soon as reasonably practicable after the Effective Date, 0.725 Class A Liquidation Trust Interests and 0.275 Class B Liquidation Trust Interests for each $75.00 of Net Unit Claims held by the applicable Unitholder with respect to its Allowed Unit Claims (any resulting fractional Class A Liquidation Trust Interests or Class B Liquidation Trust Interests will be rounded to the nearest hundredth of such Liquidation Trust Interest with five thousandths thereof rounded up to the next hundredth). As set forth more fully in Section 5.4.10 of the Plan, subsequent Distributions of Cash on account of the Class A Liquidation Trust Interests and the Class B Liquidation Trust Interests will be made by the Liquidation Trust in accordance with the Liquidation Trust Interests Waterfall.

The treatment of the Unit Claims under the Plan is not intended to and will not reduce, impair, satisfy, limit, or otherwise affect any rights that any Unitholder may have against any Person that is not a Released Party (including those rights that may be included in the Contributed Claims and contributed to the Liquidation Trust by making the Ballot election described below).

Each Holder of a Unit Claim may agree, by electing on its Ballot, to contribute its Contributed Claims to the Liquidation Trust. By electing such option on its Ballot, the Unitholder agrees that, subject to the occurrence of the Effective Date and the formation of the Liquidation Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to the Liquidation Trust and (ii) to have agreed to execute any documents reasonably requested to memorialize such contribution. The relative share of Liquidation Trust recoveries for any so electing Unitholder will be enhanced by having the amount that otherwise would be its Net Unit Claim increased by the Contributing Claimants Enhancement Multiplier. Unitholders also may choose to make such election because aggregating all Contributed Claims and similar Liquidation Trust Actions may enable the pursuit and settlement of such litigation claims in a more efficient and effective manner.

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3.7           Class 6: Non-Debtor Loan Note Claims.

Class 6 consists of all Non-Debtor Loan Note Claims. Class 6 is Impaired under the Plan.

The Debtors dispute that any Non-Debtor Loan Note Claim is actually secured by a perfected Lien, and no Class 6 Claim will be Allowed in any respect under the Plan. Instead, the Liquidation Trust may litigate against any Disputing Claimant holding a Non-Debtor Loan Note Claim (i) any disputes about the secured or unsecured status, amount, and priority of such Non-Debtor Loan Note Claim; (ii) any Liquidation Trust Actions that may exist against such Noteholder; and (iii) any other matters pertaining to such Noteholder’s rights vis-à-vis the Debtors or the Estates. In order to settle and avoid such potential litigation, each Class 6 Ballot will provide an opportunity for the applicable Noteholder to affirmatively consent to reclassification of its Claim as a Class 3 Claim, whereupon (a) such Claim will be treated as if such Claim had always been part of Class 3 and based on the applicable amounts in the Schedule of Principal Amounts and Prepetition Distributions, to which amounts the applicable Noteholder will have agreed and be bound; and (b) the applicable Noteholder will have agreed to release (and by the Confirmation Order shall be deemed to release) all asserted Liens against any Estate Assets.

If the Bankruptcy Court determines in a Final Order that any given Holder of a Class 6 Claim holds a valid Secured Claim, then in full satisfaction, settlement, and release of and in exchange for such Claim, such Holder will receive on or as soon as is reasonably practicable after the date of such determination Cash from the Liquidation Trust in the amount of such Holder’s Allowed Class 6 Claim to the extent such Allowed Claim is a Secured Claim, with post-Confirmation interest thereon at the applicable contract rate, and any Holder of such Allowed Class 6 Claim shall release (and by the Confirmation Order shall be deemed to release) all Liens against any Estate Assets.

If the Bankruptcy Court determines in a Final Order that any given Holder of a Class 6 Claim does not hold a valid Secured Claim, then in full satisfaction, settlement, and release of and in exchange for such Claim, such Claim shall automatically be reclassified as a Class 3 Claim and such Claim will be treated as if such Claim had always been part of Class 3 and based on the Outstanding Principal Amounts and Prepetition Distributions that are determined by the Bankruptcy Court regarding such Noteholder, including, if applicable, after taking into account any Liquidation Trust Actions that the Liquidation Trust may pursue against the particular Disputing Claimant (as to which all rights of the Liquidation Trust are reserved).

If the Liquidation Trust and any given Holder of a Class 6 Claim reach an agreement regarding the treatment of such Holder’s Claim that eliminates the need for the Bankruptcy Court to make the determination contemplated by the preceding two paragraphs, then in full satisfaction, settlement, and release of and in exchange for such Claim, such Claim shall receive the treatment that is agreed between the Liquidation Trust and such Holder.

The treatment of the Non-Debtor Loan Note Claims under the Plan is not intended to and will not reduce, impair, satisfy, limit, or otherwise affect any rights that any Noteholder may have against any Person that is not a Released Party (including those rights that may be included in the Contributed Claims and contributed to the Liquidation Trust by making the Ballot election described below).

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Each Holder of a Non-Debtor Loan Note Claim may agree, by electing on its Ballot, to contribute its Contributed Claims to the Liquidation Trust. By electing such option on its Ballot, the Noteholder agrees that, subject to the occurrence of the Effective Date and the formation of the Liquidation Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to the Liquidation Trust and (ii) to have agreed to execute any documents reasonably requested to memorialize such contribution. The relative share of Liquidation Trust recoveries for any so electing Noteholder, to the extent that its Claim is classified and treated as a Class 3 Claim, will be enhanced by having the amount that otherwise would be its Net Note Claim increased by the Contributing Claimants Enhancement Multiplier. Noteholders also may choose to make such election because aggregating all Contributed Claims and similar Liquidation Trust Actions may enable the pursuit and settlement of such litigation claims in a more efficient and effective manner.

3.8           Class 7: Subordinated Claims.

Class 7 consists of all Subordinated Claims. Class 7 is Impaired under the Plan.

The Holders of Allowed Subordinated Claims will retain a residual right to receive Cash that remains in the Liquidation Trust after the final administration of all Liquidation Trust Assets and the complete satisfaction of all senior payment rights within the Liquidation Trust Interests Waterfall. The Debtors have determined not to solicit the votes of the Holders of any Class 7 Claims, and such Holders shall be deemed to have rejected the Plan and, therefore, such Holders are not entitled to vote on the Plan.

3.9           Class 8: Equity Interests.

Class 8 consists of all Equity Interests. Class 8 is Impaired under the Plan.

As of the Effective Date, all Equity Interests shall be deemed void, cancelled, and of no further force and effect. On and after the Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain any property or interest in property under the Plan on account of such Equity Interests. Class 8 is deemed to have rejected the Plan and, therefore, Holders of Equity Interests are not entitled to vote on the Plan.

3.10        Special Provisions Regarding Insured Claims.

(a)           Any Allowed General Unsecured Claim with respect to an Insured Claim shall be limited to the Uninsured Portion of such Claim, provided such Claims have been timely Filed by the applicable Claims Bar Date.

(b)           If there is insurance purchased by or otherwise applicable to the Debtors, any Person with rights against or under the applicable insurance policy, including the Wind-Down Entity, the Liquidation Trust, and Holders of Insured Claims, may pursue such rights.

(c)           Nothing in this Section 3.10 shall constitute a waiver of any Causes of Action the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust may hold against any Person, including the Debtors’ insurance carriers; and nothing in this Section 3.10 is intended to, shall, or shall be deemed to preclude any Holder of an Insured Claim from seeking or obtaining a distribution or other recovery from any insurer of the Debtors in addition to (but not in duplication of) any Distribution such Holder may receive under the Plan; provided, however, that the Debtors, the Wind-Down Entity, and the Liquidation Trust do not waive, and expressly reserve their rights to assert that any insurance coverage is property of the Estates to which they are entitled.

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(d)           The Plan shall not expand the scope of, or alter in any other way, the rights and obligations of the Debtors’ insurers under their policies, and the Debtors’ insurers shall retain any and all defenses to coverage that such insurers may have, including the right to contest or litigate with any Person the existence, primacy, or scope of available coverage under any allegedly applicable policy. The Plan shall not operate as a waiver of any other Claims the Debtors’ insurers have asserted or may assert in any proof of claim or of any objections or defenses to any such Claims.

3.11       Comprehensive Settlement of Claims and Controversies.

3.11.1     Generally. Pursuant to Bankruptcy Code sections 1123(a)(5), 1123(b)(3), and 1123(b)(6), as well as Bankruptcy Rule 9019, and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all claims and controversies relating to the rights that a Holder of a Claim or an Equity Interest may have against any Debtor with respect to any Claim, Equity Interest, or any Distribution on account thereof, as well as of all potential Intercompany Claims, Intercompany Liens, and Causes of Action against any Debtor, including the Unsecured Creditors’ Committee Action. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements are (i) in the best interest of the Debtors, the Estates, and their respective property and stakeholders; and (ii) fair, equitable, and reasonable. This comprehensive compromise and settlement is a critical component of the Plan and is designed to provide a resolution of myriad disputed intercompany and intercreditor Claims, Liens, and Causes of Action that otherwise could take years to resolve, which would delay and undoubtedly reduce the Distributions that ultimately would be available for all Creditors.

3.11.2     Implementing Settlement Elements. Pursuant to the comprehensive compromise and settlement negotiated by the Debtors and the Committees, the Plan effectuates, among other things, the following:

(a)           On the Effective Date, unless held by Excluded Parties or Disputing Claimants (in which case such Claims are Disputed Claims), all Class 3 Standard Note Claims and all Class 5 Unit Claims are deemed Allowed under the Plan as set forth in the Schedule of Principal Amounts and Prepetition Distributions;

(b)           To the extent, and only to the extent, a Claim is Allowed by subparagraph (a) above, the following Liquidation Trust Actions are waived and released as to the applicable Noteholder or Unitholder (that is not a Disputing Claimant): (i) Liquidation Trust Actions to avoid or recover a Prepetition Distribution with respect to the subject Allowed Claim and (ii) Liquidation Trust Actions to avoid or recover a Debtor’s prepetition payment of consideration representing the return or repayment of the principal of any Note or any Unit (which consideration is applied as such prior to determining the Outstanding Principal Amount for the Notes or Units relevant to the applicable Allowed Claim);

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(c)           In accordance with Section 5.8 of the Plan, subject to the rights of Allowed Other Secured Claims, the Fund Debtors will be substantively consolidated into Woodbridge Mortgage Investment Fund 1, LLC and the Other Debtors will be substantively consolidated into Woodbridge Group of Companies, LLC;

(d)           The Holders of Allowed Claims in Class 3 (Standard Note Claims), Class 4 (General Unsecured Claims), Class 5 (Unit Claims), and Class 6 (Non-Debtor Loan Note Claims) will receive the treatment provided for such Holders under the Plan;

(e)           The Liquidation Trust will be created to most effectively and efficiently pursue the Liquidation Trust Actions for the collective benefit of all the Liquidation Trust Beneficiaries (as well as to own the membership interests of the Wind-Down Entity, establish and hold the Distribution Reserves, and receive and distribute to Noteholders, Holders of General Unsecured Claims, and Unitholders holding Liquidation Trust Interests the net proceeds of the liquidation of Wind-Down Assets by the Wind-Down Entity remaining after payment of Wind-Down Expenses, Liquidation Trust Expenses, and certain other Claims, all in accordance with the Plan);

(f)            Findings will be sought in the Confirmation Order that (i) beginning no later than July 2012 through December 1, 2017, Robert H. Shapiro used his web of more than 275 limited liability companies, including the Debtors, to conduct a massive Ponzi scheme raising more than $1.22 billion from over 8,400 unsuspecting investors nationwide; (ii) the Ponzi scheme involved the payment of purported returns to existing investors from funds contributed by new investors; and (iii) the Ponzi scheme was discovered in December 2017; and

(g)           Any Intercompany Claims that could be asserted by one Debtor against another Debtor will be extinguished immediately before the Effective Date with no separate recovery on account of any such Claims and any Intercompany Liens that could be asserted by one Debtor regarding any Estate Assets owned by another Debtor will be deemed released and discharged on the Effective Date; provided, however, that solely with respect to any Secured Claim of a non-debtor as to which the associated Lien would be junior to any Intercompany Lien, the otherwise released Intercompany Claim and associated Intercompany Lien will be preserved for the benefit of, and may be asserted by, the Liquidation Trust as to any Collateral that is Cash and, otherwise, the Wind-Down Entity so as to retain the relative priority and seniority of such Intercompany Claim and associated Intercompany Lien.

ARTICLE IV

ACCEPTANCE OR REJECTION OF THE PLAN

4.1           Impaired Class of Claims Entitled to Vote. Only the votes of Holders of Allowed Claims in Class 3, Class 4, Class 5, and Class 6 shall be solicited with respect to the Plan.

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4.2           Acceptance by an Impaired Class. In accordance with Bankruptcy Code section 1126(c), and except as provided in Bankruptcy Code section 1126(e), the Holders of Claims in any Class entitled to vote on the Plan shall have accepted the Plan if the Plan is accepted by the Holders of at least two-thirds (⅔) in dollar amount and more than one-half (½) in number of the Allowed Claims in such Class that have timely and properly voted to accept or reject the Plan.

4.3           Presumed Acceptances by Unimpaired Classes. Class 1 and Class 2 are Unimpaired under the Plan. Under Bankruptcy Code section 1126(f), the Holders of Claims in such Unimpaired Classes are conclusively presumed to have accepted the Plan, and, therefore, the votes of such Holders shall not be solicited.

4.4          Impaired Classes Deemed to Reject Plan. The Debtors have determined not to solicit the votes of Holders of any Claims in Class 7, and such Holders shall be deemed to have rejected the Plan and, therefore, such Holders are not entitled to vote on the Plan. Holders of Equity Interests in Class 8 are not entitled to receive or retain any property or interests in property under the Plan. Under Bankruptcy Code section 1126(g), such Holders are deemed to have rejected the Plan, and, therefore, the votes of such Holders shall not be solicited.

4.5          Modifications of Votes. Following the Voting Deadline, no Creditors entitled to vote on the Plan will be able to change their votes cast on the Plan or any attendant elections or preferences without the written consent of the Debtors, which consent may be given or withheld in the Debtors’ reasonable discretion after consultation with each of the Committees.

4.6          Confirmation Pursuant to Bankruptcy Code Section 1129(b). Because at least one Impaired Class is deemed to have rejected the Plan, the Debtors will and hereby request confirmation of the Plan under Bankruptcy Code section 1129(b). The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan, the Plan Supplement, or any schedule or exhibit, including to amend or modify it to satisfy the requirements of Bankruptcy Code section 1129(b), if necessary.

4.7          Elimination of Vacant Classes. Any Class of Claims or Equity Interests that does not contain, as of the date of the commencement of the Confirmation Hearing, a Holder of an Allowed Claim, or a Holder of a Claim temporarily allowed under Bankruptcy Rule 3018, shall be deemed deleted from the Plan for purposes of determining acceptance of the Plan by such Class under Bankruptcy Code section 1129(a)(8).

4.8          Severability of Joint Plan. This Plan represents a joint plan comprised of individual plans for each of the Debtors. As further discussed in Section 11.6 of the Plan, the Debtors may alter, amend, or modify this Plan at or before the Confirmation Hearing, including to remove one or more Debtors from this Plan, in the Debtors’ reasonable discretion after consultation with each of the Committees.

ARTICLE V

IMPLEMENTATION OF THE PLAN

5.1         Implementation of the Plan. The Plan will be implemented by various acts and transactions as set forth in the Plan, including, among other things, the establishment of the Wind-Down Entity and the Liquidation Trust, the appointment of the Wind-Down CEO, the Liquidation Trustee, and the Remaining Debtors Manager, and the making of Distributions by the Liquidation Trust and, as applicable, the Wind-Down Entity in accordance with the Plan.

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5.2          Streamlining of the Debtors’ Corporate Affairs.

5.2.1      Debtors’ Existing Directors, Officers, and Managers. On the Effective Date, each of the Debtors’ existing directors, officers, and managers shall be terminated automatically without the need for any Corporate Action and without the need for any corporate or limited liability company filings, and shall have no ongoing rights against or obligations to the Debtors or the Estates, including under any applicable prepetition agreements (all of which will be deemed terminated). On the Effective Date, the Wind-Down CEO shall succeed to all such powers as would have been applicable to the Debtors’ officers and managers in respect of all Wind-Down Assets and the Liquidation Trustee shall succeed to all such powers as would have been applicable to the Debtors’ officers and managers in respect of all Liquidation Trust Assets; provided, however, that the Wind-Down CEO and the Liquidation Trustee may continue to consult with or employ the Debtors’ former directors, officers, employees, and managers to the extent required to comply with applicable law or contractual provisions regarding the Debtors.

5.2.2       The Remaining Debtors Pending the Closing of the Cases. Each Remaining Debtor shall continue in existence after the Effective Date as a post-Effective-Date entity for the purposes of ensuring, among other things, that Creditors will obtain the benefits of any allegedly transfer-restricted assets. Without the need for any Corporate Action and without the need for any corporate or limited liability company filings, (a) all Equity Interests of the Remaining Debtors issued and outstanding immediately before the Effective Date shall be automatically cancelled and extinguished on the Effective Date and (b) as of the Effective Date, new membership interests of each Remaining Debtor, representing all of the issued and outstanding membership interests of each such Remaining Debtor, shall be issued to the Liquidation Trust, which new membership interests so issued shall be deemed to have been offered and sold to the Liquidation Trust in reliance on the exemption from registration under the Securities Act afforded by section 4(a)(2) thereof. On and after the Effective Date, each Remaining Debtor will be a wholly-owned subsidiary of the Liquidation Trust, and the Liquidation Trust may expend with respect to such Remaining Debtor such amounts as the Liquidation Trust determines is appropriate, in its discretion. The sole manager of each Remaining Debtor shall be the Remaining Debtors Manager. The Remaining Debtors Manager’s rights and powers with respect to operations, employment, compensation, indemnity, and exculpation as to each Remaining Debtor shall, to the greatest extent possible, be the same as its rights and powers as Liquidation Trustee in connection with the Liquidation Trust, and the Remaining Debtors Manager may take such steps as appropriate to maintain the good standing of the applicable Remaining Debtor. Until a Remaining Debtor is dissolved, all cash or property received by the Remaining Debtor, gross or net of any expenses of the Remaining Debtor incurred after the Effective Date, shall be transferred to the Liquidation Trust. Each Remaining Debtor (a) shall have the Liquidation Trust as its sole member and the Liquidation Trust shall be deemed to be admitted as a member of each Remaining Debtor on the Effective Date, (b) shall be treated as a disregarded entity for income tax purposes, (c) shall have a purpose consistent with the purpose of the Liquidation Trust as set forth in Section 5.4.4 of the Plan, and (d) shall be subject to the same limitations imposed on the Liquidation Trustee under the terms of this Plan and the Liquidation Trust Agreement.

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5.2.3       Dissolution of the Debtors. On the Effective Date, each of the Debtors other than the Remaining Debtors will be dissolved automatically without the need for any Corporate Action, without the need for any corporate or limited liability company filings, and without the need for any other or further actions to be taken by or on behalf of such dissolving Debtor or any other Person or any payments to be made in connection therewith; provided, however, that the Liquidation Trust may in its discretion file any certificates of cancellation as may be appropriate in connection with dissolution of any Debtors other than the Remaining Debtors. On and as of the earlier of the Closing Date and the date on which the Remaining Debtors Manager Files with the Bankruptcy Court a notice of dissolution as to a Remaining Debtor, such Remaining Debtor will be dissolved automatically without the need for any Corporate Action, without the need for any corporate or limited liability company filings, and without the need for any other or further actions to be taken by or on behalf of such dissolving Remaining Debtor or any other Person or any payments to be made in connection therewith; provided, however, that the Liquidation Trust may in its discretion file any certificates of cancellation as may be appropriate in connection with dissolution of any Remaining Debtors.

5.2.4       Corporate Documents and Corporate Authority. On the Effective Date, the certificates of incorporation, bylaws, operating agreements, and articles of organization, as applicable, of all the Debtors shall be deemed amended to the extent necessary to carry out the provisions of the Plan. The entry of the Confirmation Order shall constitute authorization for the Debtors, the Wind-Down CEO, the Liquidation Trustee, and the Remaining Debtors Manager, as applicable, to take or cause to be taken all actions (including, if applicable, Corporate Actions) necessary or appropriate to implement all provisions of, and to consummate, the Plan prior to, on, and after the Effective Date and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court without further approval, act, or action under any applicable law, order, rule, or regulation.

5.3           The Wind-Down Entity.

5.3.1       Appointments.

(a)           On and after the Effective Date, the initial Wind-Down CEO shall become and serve as Wind-Down CEO. The compensation terms for the Wind-Down CEO will be set forth in a separate document to be Filed as part of the Plan Supplement.

(b)           On and after the Effective Date, the initial Wind-Down Board shall become and serve as Wind-Down Board. The compensation of the non-CEO members of the Wind-Down Board will be $20,000 per month for each calendar month of service during the first year after the Effective Date and $15,000 per month for each calendar month of service commencing after the first anniversary of the Effective Date.

5.3.2       Creation and Governance of the Wind-Down Entity. On the Effective Date, the Wind-Down Entity and the Liquidation Trustee shall execute the Wind-Down Governance Agreement and shall take any other steps necessary to establish the Wind-Down Entity in accordance with the Plan. The Wind-Down Entity shall be governed by the Wind-Down Governance Agreement and administered by the Wind-Down CEO and the Wind-Down Board. The powers, rights, duties, and responsibilities of the Wind-Down CEO and the Wind-Down Board shall be specified in the Wind-Down Governance Agreement. The Wind-Down Entity shall hold, administer, and distribute the Wind-Down Assets in accordance with the provisions of the Plan and the Wind-Down Governance Agreement. The Wind-Down Entity (a) shall have the Liquidation Trust as its sole member and the Liquidation Trust shall be deemed to be admitted as a member of the Wind-Down Entity on the Effective Date, (b) shall be treated as a disregarded entity for income tax purposes, (c) shall have a purpose consistent with the purpose of the Liquidation Trust as set forth in Section 5.4.4 of the Plan, and (d) shall be subject to the same limitations imposed on the Liquidation Trustee under the terms of this Plan and the Liquidation Trust Agreement.

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5.3.3       Vesting of Wind-Down Assets. On the Effective Date, the Wind-Down Entity will be automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and interest in and to all Wind-Down Assets, including any Debtor’s or any Estate’s associated rights, including any such rights to exercise and enforce rights and remedies of Holders of Non-Debtor Loan Note Claims regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor as more fully set forth in Section 5.3.4(g) of the Plan. Except as specifically provided in the Plan or the Confirmation Order, the Wind-Down Assets shall automatically vest in the Wind-Down Entity free and clear of all Claims, Liens, or interests, and such vesting shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax. The Wind-Down Entity shall be the exclusive representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3)(B) regarding all Wind-Down Assets.

5.3.4       Authority. Subject to the supervision of the Wind-Down Board and the provisions of the Wind-Down Governance Agreement, the Wind-Down CEO shall have the authority and right on behalf of each of the Debtors and their respective Estates, without the need for Bankruptcy Court approval (unless otherwise indicated), to carry out and implement all applicable provisions of the Plan for the ultimate benefit of the Liquidation Trust, including to:

(a)          retain, compensate, and employ professionals and other Persons to represent the Wind-Down Entity with respect to and in connection with its rights and responsibilities;

(b)          establish, maintain, and administer accounts of the Debtors as appropriate;

(c)          maintain, develop, improve, administer, operate, conserve, supervise, collect, settle, and protect the Wind-Down Assets (subject to the limitations described herein or in the Wind-Down Governance Agreement);

(d)          sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the Wind-Down Assets or any part thereof or any interest therein, including through the formation on or after the Effective Date of any new or additional legal entities to be owned by the Wind-Down Entity to own and hold particular Wind-Down Assets separate and apart from any other Wind-Down Assets, upon such terms as the Wind-Down CEO determines to be necessary, appropriate, or desirable (subject to the limitations described herein or in the Wind-Down Governance Agreement), including the consummation of any sale transaction for any Wind-Down Assets as to which an approval order was entered by the Bankruptcy Court before the Effective Date;

(e)           invest Cash of the Debtors and the Estates, including any Cash realized from the liquidation of the Wind-Down Assets, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b);

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(f)           negotiate, incur, and pay the Wind-Down Expenses, including in connection with the resolution and satisfaction of any Wind-Down Claim Expenses;

(g)          exercise and enforce all rights and remedies regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor, including any such rights or remedies that any Debtor or any Estate was entitled to exercise or enforce prior to the Effective Date on behalf of a Holder of a Non-Debtor Loan Note Claim, and including rights of collection, foreclosure, and all other rights and remedies arising under any promissory note, mortgage, deed of trust, or other document with such underlying borrower or under applicable law;

(h)          comply with the Plan, exercise the Wind-Down CEO’s rights, and perform the Wind-Down CEO’s obligations; and

(i)           exercise such other powers as deemed by the Wind-Down CEO to be necessary and proper to implement the provisions of the Plan.

To the extent necessary to give full effect to its administrative rights and duties under the Plan, the Wind-Down CEO shall be deemed to be vested with all rights, powers, privileges, and authorities of (i) an appropriate corporate or limited liability company officer or manager of each of the Debtors under any applicable nonbankruptcy law and (ii) a “trustee” of each of the Debtors under Bankruptcy Code sections 704 and 1106.

5.3.5       Relationship with the Liquidation Trust.

(a)           On the Effective Date, all of the membership interests in the Wind-Down Entity will be issued to the Liquidation Trust. The Liquidation Trust will at all times be the sole and exclusive owner of the Wind-Down Entity, and the Wind-Down Entity will not issue any equity interests to any other Person.

(b)           Commencing on the first Business Day that is no longer than thirty (30) calendar days after the quarter-end of the first full calendar quarter following the Effective Date and continuing on the first Business Day that is no longer than thirty (30) calendar days after each calendar quarter-end thereafter, the Wind-Down Entity will remit to the Liquidation Trust as of such quarter-end any Cash in excess of its budgeted reserve for ongoing operations, other anticipated Wind-Down Expenses, and its other Plan obligations (subject to more specific provisions as may be set forth in the Wind-Down Governance Agreement).

(c)           The Wind-Down Entity shall advise the Liquidation Trust regarding the status of the affairs of the Wind-Down Entity on at least a monthly basis and shall reasonably make available to the Liquidation Trust such information as is necessary for any reporting by the Liquidation Trust.

(d)           The Wind-Down Entity shall advise the Liquidation Trust regarding any material actions by the Wind-Down Board, including the sale of any property prior to entering into a contract of sale or the change in course of the business plan agreed to as part of the Plan. If there is any disagreement between the Wind-Down Entity and the Liquidation Trust as to a material matter, in the first instance the Wind-Down Entity and the Liquidation Trust shall seek to resolve their dispute regarding such material matter. In the event the Wind-Down Entity and the Liquidation Trust cannot resolve the dispute, then no action will be taken regarding such material matter absent an order of the Bankruptcy Court.

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(e)           The Liquidation Trust will have all additional rights regarding the Wind-Down Entity as are set forth in the Wind-Down Governance Agreement, including that the Wind-Down Entity shall not be entitled to encumber, invest, or gift any of its assets or make asset acquisitions except as and to the extent permitted by the Wind-Down Governance Agreement.

5.3.6       Removal or Resignation of the Wind-Down CEO. The Wind-Down CEO may be removed for cause by the Wind-Down Board. The Wind-Down CEO may resign by giving not less than thirty (30) calendar days’ prior notice thereof in a notice Filed in the Chapter 11 Cases.

5.3.7       Successor Wind-Down CEO. At any time that Frederick Chin is no longer the Wind-Down CEO, the Wind-Down Board will select a replacement Wind-Down CEO, subject to the approval of such replacement by the Liquidation Trust.

5.3.8       Removal or Resignation of Wind-Down Board Members. A member of the Wind-Down Board may be removed for cause by the Liquidation Trust. A member of the Wind-Down Board may resign by giving not less than thirty (30) calendar days’ prior notice thereof to the other members of the Wind-Down Board.

5.3.9       Successor Wind-Down Board Members. At any time that there is a vacancy on the Wind-Down Board, the Liquidation Trust will select a replacement Wind-Down Board member.

5.3.10     Termination of the Wind-Down CEO and Dissolution of the Wind-Down Entity. Following the sale or other disposition of all the Wind-Down Assets, the Wind-Down CEO’s role as Wind-Down CEO shall be terminated, the Wind-Down Entity shall be dissolved, and the Wind-Down Board shall authorize and direct that the Wind-Down CEO file a certificate of cancellation to terminate the existence of the Wind-Down Entity.

5.3.11     Indemnification. The Wind-Down Entity and the Liquidation Trust shall indemnify the Wind-Down Indemnified Parties for, and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence or willful misconduct on the part of the Wind-Down Indemnified Parties (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Wind-Down Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Wind-Down Governance Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. In addition, the Wind-Down Entity and the Liquidation Trust shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the Wind-Down Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Wind-Down Entity or the implementation or administration of the Plan if the Wind-Down Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Wind-Down Entity. To the extent the Liquidation Trust indemnifies, defends, and holds harmless any Wind-Down Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Liquidation Trust in monitoring or participating in the defense of such claims giving rise to the right of indemnification shall be paid as Liquidation Trust Expenses. The costs and expenses incurred in enforcing the right of indemnification in this Section 5.3.11 shall be paid by the Wind-Down Entity or Liquidation Trust, as applicable.

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5.3.12     Insurance. The Wind-Down Entity shall be authorized, but not required, to obtain any insurance coverages deemed to be reasonably necessary, as a Wind-Down Expense and after taking into account any insurance that may have separately been obtained by the Liquidation Trust, for itself and its respective agents, including coverage with respect to the liabilities, duties, and obligations of the Wind-Down Board and the Wind-Down CEO, which insurance coverage may, at the sole discretion of the Wind-Down Board, be extended for a reasonable period after the termination of the Wind-Down Governance Agreement.

5.3.13     Control Provision. To the extent there is any inconsistency between the Plan as it relates to the Wind-Down Entity and the Wind-Down Governance Agreement, the Plan shall control.

5.4           Liquidation Trust.

5.4.1       Appointments.

(a)           On and after the Effective Date, the initial Liquidation Trustee shall become and serve as Liquidation Trustee. The Liquidation Trustee will receive (i) base compensation at an hourly rate of $550 per hour for 2018, with 10% rate raises commencing at the beginning of calendar years 2019 and 2020; (ii) incentive compensation as determined by the Liquidation Trust Supervisory Board; and (iii) reimbursement of reasonable expenses, as may be more specifically set forth in the Liquidation Trust Agreement.

(b)          On and after the Effective Date, the initial Liquidation Trust Supervisory Board shall begin to serve without further action. As may be more specifically set forth in the Liquidation Trust Agreement, the compensation payable to each member of the Liquidation Trust Supervisory Board for each calendar month of service shall be $10,000 monthly for the first twelve months from and after the Effective Date (counting the month of the Effective Date as the first calendar month even if it is a partial calendar month), $7,500 monthly for the thirteenth through twenty-fourth calendar months after the Effective Date, $5,000 monthly for the twenty-fifth through thirty-sixth calendar months after the Effective Date, and $2,500 monthly for each calendar month thereafter until termination of the Liquidation Trust in accordance with the Plan (prorated as appropriate if a member commences his or her service other than on the first day of a month or terminates his or her service other than on the last day of a month), plus, in all instances, reimbursement of reasonable expenses.

5.4.2      Creation and Governance of the Liquidation Trust. On the Effective Date, the Liquidation Trustee shall execute the Liquidation Trust Agreement and shall take any other steps necessary to establish the Liquidation Trust in accordance with the Plan and the beneficial interests therein. For federal income tax purposes, the transfer of the assets to the Liquidation Trust will be treated as a sale or other disposition of assets (except for the assets transferred to the Disputed Ownership Fund as provided in Section 7.10 of the Plan) to the Liquidation Trust Beneficiaries in exchange for their claims in the Chapter 11 Cases. Any income or loss from the transfer of assets to the Liquidation Trust shall flow through to the ultimate taxpaying member of each Debtor who will be responsible to pay the tax liability, if any. For federal income tax purposes, the Liquidation Trust Beneficiaries shall be treated as the grantors of the Liquidation Trust and deemed to be the owners of the assets of the Liquidation Trust. The transfer of the Liquidation Trust Assets to the Liquidation Trust shall be deemed a transfer to the Liquidation Trust Beneficiaries by the Debtors, followed by a deemed transfer by such Liquidation Trust Beneficiaries to the Liquidation Trust. The Debtors, the Liquidation Trust Beneficiaries, and the Liquidation Trust will consistently report the valuation of the assets transferred to the Liquidation Trust. Such consistent valuations and revised reporting will be used for all federal income tax purposes. Income deductions, gain, or loss from the Liquidation Trust shall be reported to the beneficiaries of the Liquidation Trust in conjunction with the filing of the Liquidation Trust’s income tax returns. Each Liquidation Trust Beneficiary shall report income, deductions, gain, or loss on such Liquidation Trust Beneficiary’s income tax returns. The Liquidation Trust shall be governed by the Liquidation Trust Agreement and administered by the Liquidation Trustee. The powers, rights, and responsibilities of the Liquidation Trustee shall be specified in the Liquidation Trust Agreement. After an objection to a Disputed Claim is resolved or a Contingent Claim or Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, the Liquidation Trust Interests and/or Cash held in the Disputed Ownership Fund shall be transferred as described in Section 7.11 of the Plan.

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5.4.3       Vesting of Liquidation Trust Assets. On the Effective Date, the Liquidation Trust will be automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and interest in and to all Liquidation Trust Assets. Except as specifically provided in the Plan or the Confirmation Order, the Liquidation Trust Assets shall automatically vest in the Liquidation Trust free and clear of all Claims, Liens, or interests subject only to the Liquidation Trust Interests and the Liquidation Trust Expenses, as provided for in the Liquidation Trust Agreement, and such vesting shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax. The Liquidation Trustee shall be the exclusive trustee of the Liquidation Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3) regarding all Liquidation Trust Assets. The Liquidation Trust shall hold and distribute the Liquidation Trust Assets in accordance with the provisions of the Plan and the Liquidation Trust Agreement.

5.4.4       Purpose of the Liquidation Trust. The Liquidation Trust shall be established for the purpose of pursuing or liquidating the Liquidation Trust Assets and making Distributions to the Liquidation Trust Beneficiaries in accordance with Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business.

5.4.5       Authority. Subject to the supervision of the Liquidation Trust Supervisory Board, the Liquidation Trustee shall have the authority and right on behalf of the Debtors and the Estates and without the need for Bankruptcy Court approval (in each case, unless otherwise provided in the Plan) to carry out and implement all applicable provisions of the Plan, including to:

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(a)           review, reconcile, compromise, settle, or object to Claims and resolve such objections as set forth in the Plan, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules;

(b)           calculate and make Distributions and calculate and establish reserves under and in accordance with the Plan;

(c)           retain, compensate, and employ professionals and other Persons to represent the Liquidation Trustee with respect to and in connection with its rights and responsibilities;

(d)           establish, maintain, and administer documents and accounts of the Debtors as appropriate, which shall be segregated to the extent appropriate in accordance with the Plan;

(e)           maintain, conserve, collect, settle, and protect the Liquidation Trust Assets (subject to the limitations described herein);

(f)           sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the Liquidation Trust Assets or any part thereof or interest therein upon such terms as the Liquidation Trustee determines to be necessary, appropriate, or desirable; provided, however, that the Liquidation Trustee shall not sell, transfer, or otherwise dispose of the Liquidation Trust’s membership interests in the Wind-Down Entity without further approval of the Bankruptcy Court;

(g)           negotiate, incur, and pay the Liquidation Trust Expenses;

(h)           prepare and file any and all informational returns, reports, statements, returns, and other documents or disclosures relating to the Debtors that are required under the Plan, by any governmental unit, or by applicable law;

(i)            compile and maintain the official claims register, including for purposes of making initial and subsequent Distributions under the Plan;

(j)            take such actions as are necessary or appropriate to wind-down and dissolve the Remaining Debtors;

(k)           comply with the Plan, exercise the Liquidation Trustee’s rights, and perform the Liquidation Trustee’s obligations; and

(l)            exercise such other powers as deemed by the Liquidation Trustee to be necessary and proper to implement the Plan.

To the extent necessary to give full effect to its administrative rights and duties under the Plan, the Liquidation Trustee shall be deemed to be vested with all rights, powers, privileges, and authorities of (i) an appropriate corporate or limited liability company officer or manager of each of the Debtors under any applicable nonbankruptcy law and (ii) a “trustee” of each of the Debtors under Bankruptcy Code sections 704 and 1106. The Liquidation Trust Supervisory Board will have all rights and powers of a corporate board appointed under Delaware law.

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5.4.6   Limitation of Liability. The Liquidation Trustee shall enjoy all of the rights, powers, immunities, and privileges applicable to a Bankruptcy Code chapter 7 trustee with respect to limitations of liability. The Liquidation Trustee may, in connection with the performance of its functions, in its sole and absolute discretion, consult with its attorneys, accountants, advisors, and agents, and shall not be liable for any act taken, or omitted to be taken, or suggested to be done in accordance with advice or opinions rendered by such Persons, regardless of whether such advice or opinions were in writing. Notwithstanding such authority, the Liquidation Trustee shall be under no obligation to consult with any such attorneys, accountants, advisors, or agents, and its determination not to do so shall not result in the imposition of liability on the Liquidation Trustee unless such determination is based on willful misconduct, gross negligence, or fraud. Persons dealing with the Liquidation Trustee shall look only to the Liquidation Trust Assets to satisfy any liability incurred by the Liquidation Trustee to such Person in carrying out the terms of the Plan or the Liquidation Trust Agreement, and the Liquidation Trustee shall have no personal obligation to satisfy such liability.

5.4.7   Indemnification. The Wind-Down Entity and the Liquidation Trust shall indemnify the Liquidation Trust Indemnified Parties for, and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence or willful misconduct on the part of the Liquidation Trust Indemnified Parties (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Liquidation Trust Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Liquidation Trust Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. In addition, the Wind-Down Entity and the Liquidation Trust shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the Liquidation Trust Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Liquidation Trust, the Remaining Debtors, or the implementation or administration of the Plan if the Liquidation Trust Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Liquidation Trust or the Remaining Debtors. To the extent the Wind-Down Entity or the Liquidation Trust indemnifies, defends, and holds harmless any Liquidation Trust Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Liquidation Trustee or the Remaining Debtors Manager in monitoring or participating in the defense of such claims giving rise to the right of indemnification shall be paid as Liquidation Trust Expenses. The costs and expenses incurred in enforcing the right of indemnification in this Section 5.4.7 shall be paid by the Wind-Down Entity or the Liquidation Trust, as applicable.

5.4.8   Insurance. The Liquidation Trustee shall be authorized, but not required, to obtain any insurance coverages deemed to be reasonably necessary, at the Liquidation Trust’s sole expense, for itself, the Remaining Debtors Manager, and their respective agents, including coverage with respect to the liabilities, duties, and obligations of the Liquidation Trustee and the Remaining Debtors Manager, which insurance coverage may, at the sole discretion of the Liquidation Trustee, be extended for a reasonable period after the termination of the Liquidation Trust.

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5.4.9   Tax Reporting.

(a)       The Liquidation Trust shall timely file tax returns for the Liquidation Trust treating the Liquidation Trust as a grantor trust pursuant to Treasury Regulation section 1.671- 4(a).

(b)       The Liquidation Trust shall be responsible for timely payment of all taxes (if any) imposed on and payable by the Liquidation Trust, the Remaining Debtors, or any Liquidation Trust Assets.

(c)       The Liquidation Trust shall distribute such tax-related notices, beneficiary statements, and information returns, as applicable, to the applicable Holders of Allowed Claims as are required by applicable law or that the Liquidation Trustee determines are otherwise necessary or desirable.

(d)       The Liquidation Trust is authorized to file a request for expedited determination under Bankruptcy Code section 505(b) for any tax returns filed with respect to the Debtors.

5.4.10 Distributions to Liquidation Trust Beneficiaries.

(a)       The Liquidation Trust will make an initial Distribution of Available Cash from the Initial Distribution Fund to the Liquidation Trust Beneficiaries pursuant to the Liquidation Trust Interests Waterfall, with such initial Distribution targeted to occur before December 31, 2018.

(b)       The Liquidation Trust, in the Liquidation Trustee’s discretion, may make periodic Distributions of additional Cash to the Liquidation Trust Beneficiaries at any time following the Effective Date, provided that such Distributions are otherwise permitted under, and not inconsistent with, the Liquidation Trust Interests Waterfall, the other terms of the Plan, the Liquidation Trust Agreement, and applicable law.

(c)       No later than (i) the first Business Day that is at least 180 calendar days after the Effective Date and (ii) the last Business Day of each subsequent 180-calendar-day period after the Effective Date until the Closing Date, the Liquidation Trustee shall calculate the Distributions that could potentially be made to the Liquidation Trust Beneficiaries based on the amount of then-available Available Cash and, based on such calculation, promptly thereafter may make Distributions, if any, of the amount so determined.

5.4.11 Cash Investments. The Liquidation Trustee may invest Cash of the Liquidation Trust, including any earnings thereon or proceeds therefrom, any Cash realized from the liquidation of the Liquidation Trust Assets, or any Cash that is remitted to the Liquidation Trust from the Wind-Down Entity, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b); provided, however, that such investments must be investments that are permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein, or under applicable guidelines, rulings, or other controlling authorities.

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5.4.12 Registration and Transfer of the Liquidation Trust Interests.

(a)       The record holders of the Liquidation Trust Interests shall be recorded and set forth in a registry maintained by, or at the direction of, the Liquidation Trustee expressly for such purpose. Such obligation may be satisfied by the Liquidation Trust’s retention of an institutional transfer agent for the maintenance of such registry, and notwithstanding anything to the contrary contained in this paragraph, the Liquidation Trust may, in connection with any Exchange Act Registration with respect to the Class A Liquidation Trust Interests, in its discretion cause the Class A Liquidation Trust Interests to be issued in book entry form.

(b)       Upon their issuance as of the Effective Date, and thereafter until the effectiveness of an Exchange Act Registration of the Class A Liquidation Trust Interests, the Class A Liquidation Trust Interests will be subject to restrictions on transfer under the Liquidation Trust Agreement, which restrictions shall prohibit the Class A Liquidation Trust Interests from being certificated or transferable except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trust. Upon the effectiveness of an Exchange Act Registration of the Class A Liquidation Trust Interests, such transfer restrictions under the Liquidation Trust Agreement shall terminate and the Class A Liquidation Trust Interests may be transferable by the Holders thereof to the extent otherwise permissible under applicable law. The Liquidation Trust shall use its commercially reasonable best efforts to cause an Exchange Act Registration of the Class A Liquidation Trust Interests to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable after the Effective Date, but in no event shall the Liquidation Trust file an Exchange Act registration statement any later than may be required under section 12(g) of the Exchange Act or the rules and regulations promulgated thereunder.

(c)       Upon their issuance as of the Effective Date, and thereafter until (i) the effectiveness of an Exchange Act Registration of the Class B Liquidation Trust Interests or (ii) the good faith determination by the Liquidation Trustee, in its discretion, that termination of the transfer restrictions under the Liquidation Trust Agreement would not require the Class B Liquidation Trust Interests to be registered under section 12(g) of the Exchange Act, the Class B Liquidation Trust Interests will be subject to restrictions on transfer under the Liquidation Trust Agreement, which restrictions shall prohibit the Class B Liquidation Trust Interests from being certificated or transferable except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trust. Upon (i) the effectiveness of an Exchange Act Registration of the Class B Liquidation Trust Interests or (ii) the good faith determination by the Liquidation Trustee, in its discretion, that termination of the transfer restrictions under the Liquidation Trust Agreement would not require the Class B Liquidation Trust Interests to be registered under section 12(g) of the Exchange Act, such transfer restrictions under the Liquidation Trust Agreement shall terminate and the Class B Liquidation Trust Interests may be transferable by the Holders thereof to the extent otherwise permissible under applicable law; provided, however, that the Liquidation Trust shall not be under any obligation (and does not currently intend) to make any effort to cause the Class B Liquidation Trust Interests to be registered under the Exchange Act or otherwise to facilitate the trading of, or the development of any trading market for, the Class B Liquidation Trust Interests.

5.4.13 Exemption. To the extent the Liquidation Trust Interests are deemed to be “securities,” the issuance of such interests under the Plan are exempt, pursuant to Bankruptcy Code section 1145, from registration under the Securities Act and any applicable state and local laws requiring registration of securities.

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5.4.14 Contribution of Contributed Claims. On the Effective Date, all Contributed Claims will be irrevocably contributed to the Liquidation Trust and shall thereafter be Liquidation Trust Actions for all purposes. No Person may rely on the absence of a specific reference in the Plan, the Confirmation Order, the Liquidation Trust Agreement, or the Disclosure Statement to any Contributed Claims against such Person as any indication that the Liquidation Trust will not pursue any and all available Contributed Claims against such Person. The objection to the Allowance of any Claims will not in any way limit the ability or the right of the Liquidation Trust to assert, commence, or prosecute any Contributed Claims. Nothing contained in the Plan, the Confirmation Order, the Liquidation Trust Agreement, or the Disclosure Statement will be deemed to be a waiver, release, or relinquishment of any Contributed Claims that the Contributing Claimants had immediately prior to the Effective Date. The Liquidation Trust shall have, retain, reserve, and be entitled to assert all Contributed Claims fully as if the Contributed Claims had not been contributed to the Liquidation Trust in accordance with the Plan and the Liquidation Trust Agreement. For the avoidance of doubt, (a) the Contributed Claims shall not include the rights of any of the Contributing Claimants to receive the Distributions, if any, to which they are entitled under the Plan; (b) the Contributed Claims shall not include any Causes of Action against any of the Released Parties; and (c) in the exercise of its reasonable discretion and in accordance with the Liquidation Trust Agreement, the Liquidation Trust shall not be obligated to pursue all or any given Contributed Claims.

5.4.15 Pursuit and Resolution of Liquidation Trust Actions. The Liquidation Trust, as a successor in interest to the Debtors, the Estates, and the Contributing Claimants, may, and will have the exclusive right, power, and interest on behalf of itself, the Debtors, the Estates, and the Contributing Claimants to institute, commence, file, pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw any and all Liquidation Trust Actions without any further order of the Bankruptcy Court, except as otherwise provided in the Liquidation Trust Agreement. From and after the Effective Date, the Liquidation Trust, in accordance with Bankruptcy Code section 1123(b)(3), shall serve as a representative of the Estates with respect to any and all Liquidation Trust Actions that were Estate Assets and shall retain and possess the right to institute, commence, file, pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, as appropriate, any and all Liquidation Trust Actions in any court or other tribunal.

5.4.16 Termination of the Liquidation Trust. The Liquidation Trustee and the Liquidation Trust shall be discharged or terminated, as the case may be, at such time as: (a) the Liquidation Trustee determines that the pursuit of additional Liquidation Trust Actions is not likely to yield sufficient additional proceeds to justify further pursuit of such Liquidation Trust Actions and (b) all Distributions required to be made by the Liquidation Trust to the Holders of Allowed Claims and to the Liquidation Trust Beneficiaries under the Plan and the Liquidation Trust Agreement have been made, but in no event shall the Liquidation Trust be terminated later than five (5) years from the Effective Date unless the Bankruptcy Court, upon motion made within the six-month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made at least six (6) months before the end of the preceding extension), determines that a fixed period extension (not to exceed three (3) years, together with any prior extensions, unless a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the Liquidation Trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete the recovery on, and liquidation of, the Liquidation Trust Assets. Upon termination of the Liquidation Trust, any remaining Liquidation Trust Assets that exceed the amounts required to be paid under the Plan may be transferred by the Liquidation Trustee to the American Bankruptcy Institute Endowment Fund.

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5.4.17  Control Provision. To the extent there is any inconsistency between the Plan as it relates to the Liquidation Trust and the Liquidation Trust Agreement, the Plan shall control.

5.5         Preservation of Privileges and Defenses. The actions taken by the Debtors, the Wind-Down Entity, the Liquidation Trust, the Remaining Debtors, or any of their respective Related Parties in connection with the Plan shall not be (or be deemed to be) a waiver of any privilege or defense of the Debtors, the Wind-Down Entity, the Liquidation Trust, or the Remaining Debtors, as applicable, including any attorney-client privilege or work-product doctrine. Notwithstanding any Debtors providing any privileged information related to any Liquidation Trust Actions to the Liquidation Trustee, the Liquidation Trust, the Wind-Down CEO, the Wind-Down Entity, the Remaining Debtors Manager, the Remaining Debtors, or any Person associated with any of the foregoing, such privileged information shall be without waiver in recognition of the joint, common, or successor interest in prosecuting the Liquidation Trust Actions and shall remain privileged. The Wind-Down Entity and the Liquidation Trust each shall retain the right to waive its own privileges. Only the Liquidation Trustee shall have the right to waive the attorney-client privilege, work-product doctrine, or other protections as to the Debtors, the Remaining Debtors, and the Liquidation Trust.

5.6         Preservation of Rights of Action.

5.6.1    Maintenance of Avoidance Actions and Causes of Action. Except as otherwise provided in the Plan or the Confirmation Order, from and after the Effective Date, the Liquidation Trust will retain all rights to institute, commence, file, pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, as appropriate, any and all of the Debtors’ or Estates’ Causes of Action and Causes of Action that are Contributed Claims (whether existing as of the Petition Date or thereafter arising), and all Avoidance Actions, all as Liquidation Trust Actions, in each case in any court or other tribunal, including in an adversary proceeding Filed in the Chapter 11 Cases. The Liquidation Trust, as a successor in interest to the Debtors, the Estates, and the Contributing Claimants, may, and will have the exclusive right, power, and interest on behalf of itself, the Debtors, the Estates, and the Contributing Claimants to, enforce, sue on, settle, compromise, transfer, or assign (or decline to do any of the foregoing) any or all of the Liquidation Trust Actions without notice to or approval from the Bankruptcy Court. In accordance with the Plan, and pursuant to Bankruptcy Code section 363 and Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, from and after the Effective Date, the Liquidation Trust may compromise and settle Liquidation Trust Actions.

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5.6.2   Preservation of All Liquidation Trust Actions Not Expressly Settled or Released. The failure to specifically identify in the Disclosure Statement or the Plan any potential or existing Avoidance Actions or Causes of Action as a Liquidation Trust Action is not intended to and shall not limit the rights of the Liquidation Trust to pursue any such AvoidanceActions or Causes of Action. Unless a Liquidation Trust Action is expressly waived, relinquished, released, compromised, or settled in the Plan or any Final Order (including the Confirmation Order), the Debtors expressly reserve such Liquidation Trust Action for later resolution by the Liquidation Trust (including any Avoidance Actions or Causes of Action not specifically identified or of which the Debtors may presently be unaware or that may arise or exist by reason of additional facts or circumstances unknown to the Debtors at this time or facts or circumstances that may change or be different from those the Debtors now believe to exist). As such, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable, or otherwise), or laches will apply to any such Avoidance Actions or Causes of Action upon or after Confirmation of the Plan based on the Disclosure Statement, the Plan, or the Confirmation Order, except when such Avoidance Actions or Causes of Action have been expressly released. In addition, the right to pursue or adopt any claims alleged in any lawsuit in which any Debtor, the Liquidation Trust, or the Wind-Down Entity is a plaintiff, defendant, or an interested party is fully reserved as against any Person that is not a Released Party, including the plaintiffs or co-defendants in such lawsuits.

5.7         Cancellation of Instruments. Except to the extent necessary to give effect to the treatment of any Holder of an Allowed Class 1 Claim pursuant to Section 3.2 of the Plan and except with respect to any executory contracts and unexpired leases that are assumed and assigned to the Wind-Down Entity under the Plan or otherwise assumed and assigned pursuant to a Final Order, any agreement, bond, certificate, contract, indenture, lease, note, security, warrant, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors shall be deemed cancelled on the Effective Date, and all Liens, mortgages, pledges, grants, trusts, and other interests relating thereto shall be automatically cancelled, and all obligations of the Debtors thereunder or in any way related thereto shall be discharged.

5.8         Substantive Consolidation.

(a)       Entry of the Confirmation Order shall constitute the approval, pursuant to Bankruptcy Code sections 105(a), 541, 1123, and 1129, of the substantive consolidation of the Debtors in the manner set forth in Section 3.11.2(c) of the Plan. Notwithstanding such substantive consolidation, however, fees payable pursuant to 28 U.S.C. § 1930 shall be due and payable by each individual Debtor through the Effective Date.

(b)       The substantive consolidation effected pursuant to the Plan shall not affect, without limitation, (i) the Debtors’, the Wind-Down Entity’s, or the Liquidation Trust’s defenses to any Claim or Cause of Action, including the ability to assert any counterclaim; (ii) the Debtors’, the Wind-Down Entity’s, or the Liquidation Trust’s setoff or recoupment rights; (iii) requirements for any third party to establish mutuality prior to substantive consolidation in order to assert a right of setoff against the Debtors, the Wind-Down Entity, or the Liquidation Trust; or (iv) distributions to the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust out of any insurance policies or proceeds of such policies.

(c)       The Disclosure Statement and the Plan shall be deemed to be a motion requesting that the Bankruptcy Court approve the substantive consolidation contemplated by the Plan. Unless an objection to the proposed substantive consolidation is made in writing by any Creditor purportedly affected by such substantive consolidation on or before the deadline to object to confirmation of the Plan, or such other date as may be fixed by the Bankruptcy Court, the substantive consolidation contemplated by the Plan may be approved by the Bankruptcy Court at the Confirmation Hearing. In the event any such objections are timely filed, a hearing with respect thereto shall be scheduled by the Bankruptcy Court, which hearing may, but need not, be the Confirmation Hearing.

(d)       If the Bankruptcy Court determines that substantive consolidation of any given Debtors is not appropriate, then the Debtors may request that the Bankruptcy Court otherwise confirm the Plan and approve the treatment of and Distributions to the different Classes under the Plan on an adjusted, Debtor-by-Debtor basis. Furthermore, the Debtors reserve their rights (i) to seek confirmation of the Plan without implementing substantive consolidation of any given Debtor, and, in the Debtors’ reasonable discretion after consultation with each of the Committees, to request that the Bankruptcy Court approve the treatment of and Distributions to any given Class under the Plan on an adjusted, Debtor-by-Debtor basis; and (ii) after consultation with each of the Committees, to seek to substantively consolidate all Debtors into Woodbridge Group of Companies, LLC if all Impaired Classes entitled to vote on the Plan vote to accept the Plan.

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ARTICLE VI

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

6.1          Assumption of Certain Executory Contracts and Unexpired Leases.

6.1.1   Assumption of Agreements.

On the Effective Date, the Debtors shall assume all executory contracts and unexpired leases that are listed on the Schedule of Assumed Agreements and shall assign such contracts and leases to the Wind-Down Entity.

The Debtors reserve the right to amend the Schedule of Assumed Agreements at any time prior to the Effective Date, in the Debtors’ reasonable discretion after consultation with each of the Committees, (i) to delete any executory contract or unexpired lease and provide for its rejection under the Plan or otherwise, or (ii) to add any executory contract or unexpired lease and provide for its assumption and assignment under the Plan. The Debtors will provide notice of any amendment to the Schedule of Assumed Agreements to the party or parties to those agreements affected by the amendment.

Unless otherwise specified on the Schedule of Assumed Agreements, each executory contract and unexpired lease listed or to be listed therein shall include any and all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without regard to whether such agreement, instrument, or other document is also listed on the Schedule of Assumed Agreements.

The Confirmation Order will constitute a Bankruptcy Court order approving the assumption and assignment, on the Effective Date, of all executory contracts and unexpired leases identified on the Schedule of Assumed Agreements.

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6.1.2   Cure Payments.

Any amount that must be paid under Bankruptcy Code section 365(b)(1) to cure a default under and compensate the non-debtor party to an executory contract or unexpired lease to be assumed under the Plan is identified as the “Cure Payment” on the Schedule of Assumed Agreements. Unless the parties mutually agree to a different date, such payment shall be made in Cash within ten (10) Business Days following the later of: (i) the Effective Date and (ii) entry of a Final Order resolving any disputes regarding (A) the amount of any Cure Payment, (B) the ability of the Wind-Down Entity to provide “adequate assurance of future performance” within the meaning of Bankruptcy Code section 365 with respect to a contract or lease to be assumed, to the extent required, or (C) any other matter pertaining to assumption and assignment.

Pending the Bankruptcy Court’s ruling on any such dispute, the executory contract or unexpired lease at issue shall be deemed assumed by the Debtors and assigned to the WindDown Entity, unless otherwise agreed by the parties or ordered by the Bankruptcy Court.

6.1.3   Objections to Assumption/Cure Payment Amounts.

Any Person that is a party to an executory contract or unexpired lease that will be assumed and assigned under the Plan and that objects to such assumption or assignment (including the proposed Cure Payment) must File with the Bankruptcy Court and serve on parties entitled to notice a written statement and, if applicable, a supporting declaration stating the basis for its objection. This statement and, if applicable, declaration must be Filed and served on or before the deadline established by the Disclosure Statement Order. Any Person that fails to timely File and serve such a statement and, if applicable, a declaration shall be deemed to waive any and all objections to the proposed assumption and assignment (including the proposed Cure Payment) of its contract or lease.

In the absence of a timely objection by a Person that is a party to an executory contract or unexpired lease, the Confirmation Order shall constitute a conclusive determination regarding the amount of any cure and compensation due under the applicable executory contract or unexpired lease, as well as a conclusive finding that the Wind-Down Entity has demonstrated adequate assurance of future performance with respect to such executory contract or unexpired lease, to the extent required.

6.1.4   Resolution of Claims Relating to Assumed Contracts and Leases. Payment of the Cure Payment established under the Plan, by the Confirmation Order, or by any other order of the Bankruptcy Court, with respect to an assumed and assigned executory contract or unexpired lease, shall be deemed to satisfy, in full, any prepetition or postpetition arrearage or other Claim (including any Claim asserted in a Filed proof of claim or listed on the Schedules) with respect to such contract or lease (irrespective of whether the Cure Payment is less than the amount set forth in such proof of claim or the Schedules). Upon the tendering of the Cure Payment, any such Filed or Scheduled Claim shall be disallowed with prejudice, without further order of the Bankruptcy Court or action by any Person.

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6.2          Rejection of Executory Contracts and Unexpired Leases.

6.2.1 Rejected Agreements. On the Effective Date all executory contracts and unexpired leases of the Debtors shall be rejected except for (i) executory contracts and unexpired leases that have been previously assumed or rejected by the Debtors, (ii) executory contracts and unexpired leases that are set forth in the Schedule of Assumed Agreements, and (iii) any agreement, obligation, security interest, transaction, or similar undertaking that the Debtors believe is not executory or a lease, but that is later determined by the Bankruptcy Court to be an executory contract or unexpired lease that is subject to assumption or rejection under Bankruptcy Code section 365. For the avoidance of doubt, executory contracts and unexpired leases that have been previously assumed or assumed and assigned pursuant to an order of the Bankruptcy Court shall not be affected by the Plan. The Confirmation Order will constitute a Bankruptcy Court order approving the rejection, on the Effective Date, of the executory contracts and unexpired leases to be rejected under the Plan.

6.2.2 Rejection Claims Bar Date. Any Rejection Claim or other Claim for damages arising from the rejection under the Plan of an executory contract or unexpired lease must be Filed and served no later than the Rejection Claims Bar Date. Any such Rejection Claims that are not timely Filed and served will be forever disallowed, barred, and unenforceable, and Persons holding such Claims will not receive and be barred from receiving any Distributions on account of such untimely Claims. If one or more Rejection Claims are timely Filed pursuant to the Plan, the Liquidation Trust may object to any Rejection Claim on or prior to the Claim Objection Deadline. For the avoidance of doubt, the Rejection Claims Bar Date established by the Plan does not alter any rejection claims bar date established by a prior order of the Bankruptcy Court with respect to any executory contract or unexpired leases that was previously rejected in these Chapter 11 Cases.

ARTICLE VII

PROVISIONS GOVERNING DISTRIBUTIONS

7.1          Timing of Distributions for Allowed Claims. Except as otherwise provided herein or as ordered by the Bankruptcy Court, all Distributions to Holders of Allowed Claims as of the applicable Distribution Date shall be made on or as soon as practicable after the applicable Distribution Date; provided, however, that the Liquidation Trustee, in its discretion, may defer Distributions to a given Holder of Liquidation Trust Interests (other than the final Distribution) if the amount available for Distribution to such Holder is not at least $250. Distributions on account of Claims that first become Allowed Claims after the applicable Distribution Date shall be made pursuant to Section 8.4 of the Plan and on the day selected by the Liquidation Trustee. Distributions made as soon as reasonably practicable after the Effective Date or such other date set forth herein shall be deemed to have been made on such date.

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7.2          Calculating Distributions and Related Matters. The Liquidation Trust shall undertake in its reasonable discretion to make in accordance with the Plan all calculations of Available Cash, Net Note Claims, Net Unit Claims, and of other amounts for or relating to Distributions for Holders of Allowed Claims to be made from the Liquidation Trust or the Wind-Down Entity or for reserves for Holders of Contingent Claims, Disputed Claims, and Unliquidated Claims to be established by the Liquidation Trust, and may establish and holdback from Distributions reasonable reserves for other contingencies. When calculating Distributions (and amounts to hold in Distribution Reserves) with respect to Unit Claims and Note Claims that are to be treated as Class 3 Claims under the Plan, the Outstanding Principal Amounts and Prepetition Distributions to be utilized by the Liquidation Trust shall be as set forth in the Schedule of Principal Amounts and Prepetition Distributions or as determined pursuant to the following section.

7.3          Application of the Schedule of Principal Amounts and Prepetition Distributions. For any Noteholder or Unitholder that is not a Disputing Claimant, all Distributions and reserves shall be made or established based on the applicable amounts in the Schedule of Principal Amounts and Prepetition Distributions. For any Unitholder that is a Disputing Claimant or any Noteholder that is a Disputing Claimant holding Note Claims that are to be treated as Class 3 Claims under the Plan, in connection with a calculation by the Liquidation Trust for a Distribution or to establish reserves, unless otherwise provided in a Bankruptcy Court order, all calculations with respect to such Disputing Claimant shall be made based on the aggregate claim amounts asserted by the Disputing Claimant in the applicable proof of claim or, if no proof of claim was Filed by the Disputing Claimant, reflected in the Schedules, or, for Unliquidated Claims, as estimated in the reasonable discretion of the Liquidation Trust, and all such Liquidation Trust Interests and Cash shall be held in a Distribution Reserve unless and until (i) the Liquidation Trust and the particular Disputing Claimant agree regarding the Outstanding Principal Amounts and Prepetition Distributions to utilize or (ii) a Final Order establishes such Outstanding Principal Amounts and Prepetition Distributions, including, if applicable, after taking into account any Liquidation Trust Actions that the Liquidation Trust may pursue against the particular Disputing Claimant (as to which all rights of the Liquidation Trust are reserved).

7.4          Interest and Other Amounts Regarding Claims. Except to the extent provided (i) in Bankruptcy Code section 506(b) and Allowed by a Final Order or otherwise agreed, (ii) in the Plan, or (iii) in the Confirmation Order, postpetition interest shall not accrue or be paid on any Claims, and no Holder of an Allowed Claim shall be entitled to interest, penalties, fees, or late charges accruing or chargeable on any Claim from and after the Petition Date.

7.5         Distributions by Liquidation Trustee or Wind-Down CEO as Disbursing Agent. The Liquidation Trustee or Wind-Down CEO shall serve as the disbursing agent under the Plan with respect to Distributions required pursuant to the Plan to be paid by, respectively, the Liquidation Trust or the Wind-Down Entity. The Liquidation Trustee and Wind-Down CEO shall not be required to give any bond or surety or other security for the performance of any duties as disbursing agent.

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7.6          Means of Cash Payment. Cash payments under the Plan shall be made, at the option and in the sole discretion of the Liquidation Trustee, by (i) checks drawn on or (ii) wire transfer, electronic funds transfer, or ACH from a domestic bank. Cash payments to foreign Creditors may be made, at the option and in the sole discretion of the Liquidation Trustee by such means as are necessary or customary in a particular foreign jurisdiction. Cash payments made pursuant to the Plan in the form of checks shall be null and void if not cashed within 180 calendar days of the date of the issuance thereof. Requests for reissuance of any check within 180 calendar days of the date of the issuance thereof shall be made directly to the Liquidation Trustee.

7.7          Form of Currency for Distributions. All Distributions under the Plan shall be made in U.S. Dollars. Where a Claim has been denominated in foreign currency on a proof of claim, the Allowed amount of such Claim shall be calculated in U.S. Dollars based upon the currency conversion rate in place as of the Petition Date and in accordance with Bankruptcy Code section 502(b).

7.8         Fractional Distributions. Notwithstanding anything in the Plan to the contrary, no payment of fractional cents shall be made pursuant to the Plan. Whenever any payment of a fraction of a cent under the Plan would otherwise be required, the actual Distribution made shall reflect a rounding of such fraction to the nearest whole penny (up or down), with half cents or more being rounded up and fractions less than half of a cent being rounded down.

7.9         De Minimis Distributions. Notwithstanding anything in the Plan to the contrary, the Liquidation Trust and the Wind-Down Entity shall not be required to distribute, and shall not distribute, Cash or other property to the Holder of any Allowed Claim if the amount of Cash or other property to be distributed on account of such Claim on any given Distribution Date is less than $10.00, and such amount shall be distributed to other Creditors on such Distribution Date in accordance with the terms of the Plan. Any Holder of an Allowed Claim on account of which the amount of Cash or other property to be distributed on any given Distribution Date is less than $10.00 shall be forever barred from asserting any Claim with respect to such eliminated Distribution against any Estate Assets.

7.10        No Distributions With Respect to Certain Claims. Notwithstanding anything in the Plan to the contrary, no Distributions or other consideration of any kind shall be made on account of any Contingent Claim, Disputed Claim, or Unliquidated Claim unless and until such Claim becomes an Allowed Claim, and then only to the extent that such Claim becomes an Allowed Claim and as provided under the Plan for such Allowed Claim. Nonetheless, in undertaking the calculations concerning Allowed Claims under the Plan, including the determination of Distributions due to the Holders of Allowed Claims, each Contingent Claim, Disputed Claim, or Unliquidated Claim shall be treated as if it were an Allowed Claim (which, for Unliquidated Claims, shall mean they shall be treated as if Allowed in such amounts as determined in the reasonable discretion of the Liquidation Trust), except that if the Bankruptcy Court estimates the likely portion of such a Claim to be Allowed or authorized or the Bankruptcy Court or the Holder of such Claim and the Liquidation Trustee otherwise determine the amount or number that would constitute a sufficient reserve for such a Claim, such amount or number as determined by the Bankruptcy Court or by agreement of the Holder of such Claim and the Liquidation Trustee shall be used with respect to such Claim. Distributions due in respect of a Contingent Claim, Disputed Claim, or Unliquidated Claim shall be held in reserve by the Liquidation Trust in one or more Distribution Reserves. The Liquidation Trust will elect to treat any Distribution Reserve as a “Disputed Ownership Fund,” pursuant to Treasury Regulation section 1.468B-9(c)(2)(ii). As outlined in this election, Creditors holding such Claims are not treated as transferors of the money or property transferred to the “Disputed Ownership Fund.” For federal income tax purposes, a “Disputed Ownership Fund” is treated as the owner of all assets that it holds. A “Disputed Ownership Fund” is treated as a C corporation for purposes of the Internal Revenue Code. A “Disputed Ownership Fund” must file all required income and information tax returns and make all tax payments.

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7.11        Distributions and Transfers Upon Resolution of Contingent Claims, Disputed Claims, or Unliquidated Claims. After an objection to a Disputed Claim is resolved or a Contingent Claim or Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, an amount of Liquidation Trust Interests and/or Cash held in the Disputed Ownership Fund corresponding to the amount of any resulting Allowed Claim (and/or any applicable Net Note Claim or Net Unit Claim with respect thereto) shall be transferred, net of any tax payable by the Disputed Ownership Fund with respect to the transfer, in a taxable transaction to the Holder of the formerly Contingent Claim, Disputed Claim, or Unliquidated Claim. Upon each such resolution of a Claim against the Disputed Ownership Fund and such transfer with respect to any resulting Allowed Claim, (i) any remaining Liquidation Trust Interests in the Disputed Ownership Fund that had been held with respect to such formerly Contingent Claim, Disputed Claim, or Unliquidated Claim prior to its resolution shall be cancelled; and (ii) any remaining Cash in the Disputed Ownership Fund that had been held with respect to such formerly Contingent Claim, Disputed Claim, or Unliquidated Claim prior to its resolution shall be transferred, net of any tax payable by the Disputed Ownership Fund with respect to such transfers, for use as follows, provided that such Cash transfers shall be treated as a taxable transfer by the Disputed Ownership Fund and to the recipients of such Cash. Such remaining Cash may be utilized for payment, allocation, or reserve in accordance with the Plan for (a) unpaid or unutilized amounts for either Wind-Down Expenses or Liquidation Trust Funding or (b) any post-Confirmation reserve requirements of the Wind-Down Entity in connection with the Plan, any agreements, or any Bankruptcy Court orders. To the extent any such remaining Cash is not so utilized, it shall become Available Cash for distribution to the Holders of Liquidation Trust Interests (including each Holder of Liquidation Trust Interests to the extent it obtains an Allowed Claim as a result of resolution of a formerly Contingent Claim, Disputed Claim, or Unliquidated Claim) in a manner reasonably allocated by the Liquidation Trust so that all Holders of Liquidation Trust Interests will receive Cash in proportion to their Liquidation Trust Interests, net of any tax payable by the Disputed Ownership Fund with respect to the respective transfers.

7.12        Delivery of Distributions. Distributions in respect of Liquidation Trust Interests shall be made to Holders of Liquidation Trust Interests as of the record date set for such Distribution. Distributions to Holders of Liquidation Trust Interests or Allowed Claims that have not been converted to Liquidation Trust Interests shall be made (a) at the addresses set forth in the proofs of claim Filed by such Holders, (b) at the addresses reflected in the Schedules if no proof of claim has been Filed, or (c) at the addresses set forth in any written notices of address changes delivered to the Claims Agent or the Liquidation Trustee. If any Holder’s Distribution is returned as undeliverable, no further Distributions to such Holder shall be made unless and until the Liquidation Trustee is notified of such Holder’s then-current address. The responsibility to provide the Claims Agent or the Liquidation Trustee with a current address of a Holder of Liquidation Trust Interests or Claims shall always be the responsibility of such Holder. Amounts in respect of undeliverable Distributions made by the Liquidation Trustee shall be held in trust on behalf of the Holder of the Liquidation Trust Interest or Claim to which they are payable by the Liquidation Trustee until the earlier of the date that such undeliverable Distributions are claimed by such Holder and 180 calendar days after the date the undeliverable Distributions were made.

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7.13        Application of Distribution Record Date & Other Transfer Restrictions. At the close of business on the Distribution Record Date, the claims registers for all Claims shall be closed, and there shall be no further changes in the record holders of any Claims. Except as provided herein, the Liquidation Trust, the Wind-Down Entity, and each of their respective Related Parties shall have no obligation to recognize any putative transfer of Claims occurring after the Distribution Record Date and shall be entitled instead to recognize and deal for all purposes hereunder with only those record holders stated on the claims registers as of the close of business on the Distribution Record Date irrespective of the number of Distributions to be made under the Plan to such Persons or the date of such Distributions. In addition, the Liquidation Trust and each of its Related Parties shall have no obligation to recognize any putative transfer of Notes or Units occurring at any time prior to the Effective Date to which the Debtors did not expressly consent and shall be entitled instead to recognize and deal for all purposes hereunder with only the Holder of particular Notes or Units as reflected on the Debtors’ books and records for purposes of effecting Distributions of Liquidation Trust Interests. Nothing in this Section 7.13 is intended to or will impair or limit (i) the transferability of any Liquidation Trust Interests once such Liquidation Trust Interests have been Distributed to the record holders of Allowed Note Claims, Allowed General Unsecured Claims, and Allowed Unit Claims or (ii) the right of Holders at the record dates established from time to time regarding Liquidation Trust Interests to receive all Distributions in respect of such Liquidation Trust Interests when any Distributions are made.

7.14        Withholding, Payment, and Reporting Requirements Regarding Distributions. All Distributions under the Plan shall, to the extent applicable, comply with all tax withholding, payment, and reporting requirements imposed by any federal, state, provincial, local, or foreign taxing authority, and all Distributions shall be subject to any such withholding, payment, and reporting requirements. The Liquidation Trust shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding, payment, and reporting requirements, including, to the extent such information is not already available to the Liquidation Trust, requiring each Holder of a Liquidation Trust Interest or Claim to provide an executed current Form W-9, Form W-8, or similar tax form as a prerequisite to receiving a Distribution. Notwithstanding any other provision of the Plan, (a) each Holder of a Liquidation Trust Interest or an Allowed Claim that is to receive a Distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such Distribution, and including, in the case of any Holder of a Disputed Claim that has become an Allowed Claim, any tax obligation that would be imposed on the Liquidation Trust in connection with such Distribution; and (b) no Distribution shall be made to or on behalf of such Holder pursuant to the Plan unless and until such Holder has made arrangements reasonably satisfactory to the Liquidation Trust for the payment and satisfaction of such withholding tax obligations or such tax obligation that would be imposed in connection with such Distribution.

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7.15        Defenses and Setoffs. On and after the Effective Date, the Wind-Down Entity and the Liquidation Trust, as applicable, shall have all of the Debtors’ and the Estates’ rights under Bankruptcy Code section 558. Nothing under the Plan shall affect the rights and defenses of the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust in respect of any Claim, including all rights in respect of legal and equitable objections, defenses, setoffs, or recoupment against such Claims. Accordingly, the Liquidation Trust may, but shall not be required to, set off against any Claim or any Allowed Claim, and the payments or other Distributions to be made pursuant to the Plan in respect of such Claim, claims of any nature whatsoever that the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust, as applicable, may have against the Holder of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release of any such claim or rights that may exist against such Holder.

7.16        Allocation of Distributions. All Distributions received under the Plan by Holders of Liquidation Trust Interests and Claims shall be deemed to be allocated first to the principal amount of such Claim, or the Claim to which the applicable Liquidation Trust Interest relates, as determined for United States federal income tax purposes, and then to accrued interest, if any, with respect to such Claim.

7.17        Joint Distributions. The Liquidation Trustee may, in its sole discretion, make Distributions jointly to any Holder of a Claim and any other Person that the Liquidation Trustee has determined to have an interest in such Claim.

7.18        Forfeiture of Distributions. If the Holder of a Claim fails to cash a check payable to it within the time period set forth in Section 7.6, fails to claim an undeliverable Distribution within the time limit set forth in Section 7.12, or fails to complete and return to the Liquidation Trustee the appropriate Form W-8 or Form W-9 within 180 calendar days after a request for the completion and return of the appropriate form pursuant to Section 7.14 (or such later time as approved by a Bankruptcy Court order), then such Holder shall be deemed to have forfeited its right to any reserved and future Distributions under the Plan. Any such forfeited Distributions shall be deemed Available Cash for all purposes, notwithstanding any federal or state escheat laws to the contrary.

ARTICLE VIII

PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED
CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO

8.1         Objections to and Resolution of Disputed Claims, Including Any Claims of Excluded Parties or Disputing Claimants.From and after the Effective Date, the Liquidation Trust shall have the exclusive authority to compromise, resolve, and Allow any Disputed Claim without the need to obtain approval from the Bankruptcy Court, and any agreement entered into by the Liquidation Trust with respect to the Allowance of any Claim shall be conclusive evidence and a final determination of the Allowance of such Claim; provided, however, that, under the Plan, all Claims, including Note Claims or Unit Claims, asserted by any of the Excluded Parties or any Disputing Claimant are Disputed Claims in their entirety and will have no right to receive any Distributions under the Plan unless and until such Claims are affirmatively Allowed by a Final Order.

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8.2          Claim Objections. All objections to Claims (other than Professional Fee Claims, which shall be governed by Section 11.2 of the Plan, but including any Claims of Excluded Parties or Disputing Claimants) shall be Filed by the Liquidation Trust on or before the Claim Objection Deadline, which date may be extended on presentment of an order to the Bankruptcy Court by the Liquidation Trust prior to the expiration of such period and without need for notice or hearing. The Claim Objection Deadline shall be automatically extended as provided by Local Rule 9006-2 upon the Filing of a proposed form of order by the Liquidation Trust requesting an extension of the Claim Objection Deadline. If a timely objection has not been Filed to a proof of claim or the Schedules have not been amended with respect to a Claim that was Scheduled by the Debtors but was not Scheduled as contingent, unliquidated, or disputed, then the Claim to which the proof of claim or Scheduled Claim relates will be treated as an Allowed Claim.

8.3         Estimation of Certain Claims. The Liquidation Trust may, at any time, move for a Bankruptcy Court order estimating any Contingent Claim, Disputed Claim, or Unliquidated Claim pursuant to Bankruptcy Code section 502(c), regardless of whether the Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction and power to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. The estimated amount of any Claim so determined by the Bankruptcy Court shall constitute the maximum recovery that the Holder thereof may recover after the ultimate liquidation of its Claim, irrespective of the actual amount that is ultimately Allowed. All of the aforementioned Claims objection, estimation, and resolution procedures are cumulative and are not necessarily exclusive of one another.

8.4         Distributions Following Allowance. Once a Contingent Claim, a Disputed Claim, or an Unliquidated Claim becomes an Allowed Claim, in whole or in part, including pursuant to the Plan, the Liquidation Trust shall distribute from the applicable Distribution Reserves to the Holder thereof the Distributions, if any, to which such Holder is then entitled under the Plan. Such Distributions, if any, shall be made on the next Distribution Date after the date on which the order or judgment allowing any such Claim becomes a Final Order or on which the Claim otherwise becomes an Allowed Claim, or, if there is no applicable Distribution Date, then within ninety (90) calendar days after the date on which the Claim becomes an Allowed Claim. Unless otherwise specifically provided in the Plan or allowed by a Final Order, no interest shall be paid on Contingent Claims, Disputed Claims, or Unliquidated Claims that later become Allowed Claims.

8.5         Disposition of Assets in Reserves After Disallowance. After an objection to a Disputed Claim is sustained or a Contingent Claim or Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, such that the Contingent Claim, Disputed Claim, or Unliquidated Claim is a Disallowed Claim in whole or in part, any Cash held in an applicable Distribution Reserve in respect of the particular Claim in excess of the Distributions due on account of any resulting Allowed Claim shall be used or distributed in a manner consistent with the Plan and any reserved Liquidation Trust Interests shall be cancelled.

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ARTICLE IX

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

9.1          Conditions to the Effective Date. The occurrence of the Effective Date shall not occur and the Plan shall not be consummated unless and until each of the following conditions has been satisfied or duly waived pursuant to Section 9.2 of the Plan:

(i)        the Bankruptcy Court shall have entered the Confirmation Order;

(ii)       the Confirmation Order shall not be subject to any stay;

(iii)      all governmental and material third-party approvals and consents necessary in connection with the transactions contemplated by the Plan, if any, shall have been obtained and be in full force and effect;

(iv)      all actions and all agreements, instruments, or other documents necessary to implement the terms and provisions of the Plan are effected or executed and delivered, as applicable; and

(v)       the Professional Fee Reserve is funded pursuant to Section 11.2 of the Plan.

9.2         Waiver of Conditions to the Effective Date. The conditions to the Effective Date set forth in clauses (iii) and (iv) of Section 9.1 of the Plan may be waived in writing by the Debtors, in the Debtors’ reasonable discretion after consultation with each of the Committees, at any time without further order.

9.3         Effect of Non-Occurrence of Conditions to the Effective Date. If each of the conditions to the Effective Date is not satisfied or duly waived in accordance with Sections 9.1 and 9.2 of the Plan, upon notification Filed by the Debtors with the Bankruptcy Court, (i) the Confirmation Order shall be vacated; (ii) no Distributions shall be made; (iii) the Debtors, the Estates, and all Creditors shall be restored to the status quo as of the day immediately preceding the Confirmation Hearing as though the Confirmation Order was not entered; and (iv) all of the Debtors’ and the Estates’ obligations with respect to Claims shall remain unchanged and nothing contained in the Plan shall constitute a waiver or release of any Causes of Action by or against the Debtors, the Estates, or any other Person or prejudice in any manner the rights, claims, or defenses of the Debtors, the Estates, or any other Person.

9.4          Notice of the Effective Date. Promptly after the occurrence of the Effective Date, the Liquidation Trust or its agents shall mail or cause to be mailed to all Creditors a notice that informs such Creditors of (i) entry of the Confirmation Order and the resulting confirmation of the Plan; (ii) the occurrence of the Effective Date; (iii) the assumption, assignment, and rejection of executory contracts and unexpired leases pursuant to the Plan, as well as the deadline for the filing of resulting Rejection Claims; (iv) the deadline established under the Plan for the filing of Administrative Claims; and (v) such other matters as the Liquidation Trustee finds appropriate.

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ARTICLE X

RETENTION OF JURISDICTION AND POWER

10.1        Scope of Retained Jurisdiction and Power. Under Bankruptcy Code sections 105(a) and 1142, and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, and except as otherwise ordered by the Bankruptcy Court, the Bankruptcy Court shall retain jurisdiction and power over all matters arising in, arising under, or related to the Chapter 11 Cases and the Plan to the fullest extent permitted by law, including jurisdiction and power to do the following:

(a)       except as otherwise Allowed pursuant to the Plan or in the Confirmation Order, Allow, classify, determine, disallow, establish the priority or secured or unsecured status of, estimate, limit, liquidate, or subordinate any Claim, in whole or in part, including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims;

(b)       hear and determine all applications for compensation and reimbursement of expenses of Professionals under the Plan or under Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), 1103, and 1129(a)(4);

(c)       hear and determine all matters with respect to the assumption or rejection of any executory contract or unexpired lease to which a Debtor is a party or with respect to which a Debtor may be liable, including, if necessary, the nature or amount of any required cure or the liquidation or allowance of any Claims arising therefrom;

(d)       effectuate performance of and payments under the provisions of the Plan and enforce remedies on any default under the Plan;

(e)       hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters arising out of, under, or related to, the Chapter 11 Cases, including the Liquidation Trust Actions, and with respect to the Plan;

(f)        enter such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created, executed, or contemplated in connection with the Plan, the Disclosure Statement, or the Confirmation Order;

(g)       hear and determine disputes arising in connection with the interpretation, implementation, consummation, or enforcement of the Plan, including disputes arising under agreements, documents, or instruments executed in connection with the Plan, or to maintain the integrity of the Plan following consummation;

(h)       consider any modifications of the Plan, cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order;

(i)        issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Person with the implementation, consummation, or enforcement of the Plan or the Confirmation Order;

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(j)        enter and implement such orders as may be necessary or appropriate if the Confirmation Order is for any reason reversed, stayed, revoked, modified, or vacated;

(k)       hear and determine any matters arising in connection with or relating to the Plan, the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created, executed, or contemplated in connection with any of the foregoing documents and orders;

(l)        enforce, interpret, and determine any disputes arising in connection with any stipulations, orders, judgments, injunctions, releases, exculpations, indemnifications, and rulings associated with the Plan or otherwise entered in connection with the Chapter 11 Cases (whether or not any or all of the Chapter 11 Cases have been closed);

(m)      except as otherwise limited herein, recover all Estate Assets, wherever located;

(n)       hear and determine matters concerning state, local, and federal taxes in accordance with Bankruptcy Code sections 346, 505, and 1146;

(o)       hear and determine all disputes involving the existence, nature, or scope of the Debtors’ discharge;

(p)       hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under, or not inconsistent with, the Bankruptcy Code and title 28 of the United States Code;

(q)       resolve any cases, controversies, suits, or disputes related to the Wind-Down Entity, the Wind-Down CEO, the Liquidation Trust, the Liquidation Trustee, the Remaining Debtors, or the Remaining Debtors Manager; and

(r)        enter a final decree closing the Chapter 11 Cases of the Remaining Debtors.

10.2        Reserved Rights to Seek Bankruptcy Court Approval. Notwithstanding any provision of the Plan allowing an act to be taken without Bankruptcy Court approval, the Liquidation Trustee and the Wind-Down Entity shall have the right to submit to the Bankruptcy Court any question or questions regarding which either of them may desire to have explicit approval of the Bankruptcy Court for the taking of any specific action proposed to be taken by the Liquidation Trust or the Wind-Down Entity, including the administration, distribution, or proposed sale of any of the Liquidation Trust Assets or any of the Wind-Down Assets. The Bankruptcy Court shall retain jurisdiction and power for such purposes and shall approve or disapprove any such proposed action upon motion Filed by the Liquidation Trust or the Wind-Down Entity, as applicable.

10.3        Non-Exercise of Jurisdiction. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in Section 10.1 of the Plan, the provisions of this Article X shall have no effect on, and shall not control, limit, or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to, such matter.

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ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1        Administrative Claims. Subject to the last sentence of this Section 11.1, all requests for payment of an Administrative Claim must be Filed with the Bankruptcy Court no later than the Administrative Claims Bar Date. In the event of an objection to Allowance of an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. THE FAILURE TO FILE A MOTION REQUESTING ALLOWANCE OF AN ADMINISTRATIVE CLAIM ON OR BEFORE THE ADMINISTRATIVE CLAIMS BAR DATE, OR THE FAILURE TO SERVE SUCH MOTION TIMELY AND PROPERLY, SHALL RESULT IN THE ADMINISTRATIVE CLAIM BEING FOREVER BARRED AND DISALLOWED WITHOUT FURTHER ORDER OF THE BANKRUPTCY COURT. IF FOR ANY REASON ANY SUCH ADMINISTRATIVE CLAIM IS INCAPABLE OF BEING FOREVER BARRED AND DISALLOWED, THEN THE HOLDER OF SUCH CLAIM SHALL IN NO EVENT HAVE RECOURSE TO ANY PROPERTY TO BE DISTRIBUTED PURSUANT TO THE PLAN. Postpetition statutory tax claims shall not be subject to any Administrative Claims Bar Date.

11.2        Professional Fee Claims. All final requests for payment of Professional Fee Claims pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), or 1103 must be made by application Filed with the Bankruptcy Court and served on counsel to the Liquidation Trust and counsel to the U.S. Trustee no later than forty-five (45) calendar days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to such applications must be Filed and served on counsel to the Liquidation Trust, counsel to the U.S. Trustee, and the requesting Professional on or before the date that is twenty-one (21) calendar days after the date on which the applicable application was served (or such longer period as may be allowed by order of the Bankruptcy Court or by agreement with the requesting Professional). All Professional Fee Claims shall be paid by the Liquidation Trust to the extent approved by order of the Bankruptcy Court within five (5) Business Days after entry of such order. On the Effective Date, the Liquidation Trust shall establish the Professional Fee Reserve. The Professional Fee Reserve shall vest in the Liquidation Trust and shall be maintained by the Liquidation Trust in accordance with the Plan. The Liquidation Trust shall fully fund the Professional Fee Reserve on the Effective Date in an amount that is agreed upon by the Debtors and each of the Committees prior to the Confirmation Hearing and that approximates the total projected amount of unpaid Professional Fee Claims on the Effective Date. If the Debtors and the Committees are unable to agree on an amount by which the Professional Fee Reserve is to be funded, then any of those parties may submit the issue to the Bankruptcy Court, which, following notice and a hearing, shall fix the amount of the required funding. All Professional Fee Claims that have not previously been paid, otherwise satisfied, or withdrawn shall be paid from the Professional Fee Reserve. Any excess funds in the Professional Fee Reserve shall be released to the Liquidation Trust to be used for other purposes consistent with the Plan. For the avoidance of doubt, the Professional Fee Reserve is an estimate and shall not be construed as a cap on the Liquidation Trust’s obligation to pay in full Allowed Professional Fee Claims.

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11.3        Payment of Statutory Fees. All fees payable pursuant to 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid by the Debtors on or before the Effective Date. All such fees that arise after the Effective Date shall be paid by the Liquidation Trust. Notwithstanding the foregoing: (i) for the Remaining Debtors, quarterly fees for the quarter in which the Effective Date occurs will be calculated on the basis of all Estate Assets being distributed to the Liquidation Trust and the Wind-Down Entity on the Effective Date in the Chapter 11 Cases of the Remaining Debtors; (ii) for all other Debtors, quarterly fees for the quarter in which the Effective Date occurs will be calculated on the basis of disbursements (if any) made by such Debtors prior to the Effective Date; and (iii) quarterly fees for each quarter after the quarter in which the Effective Date occurs will be $325.00 for any Remaining Debtors through the entry of the Final Decree for any of the Remaining Debtors or the dismissal or conversion of the Chapter 11 Cases regarding the Remaining Debtors. Notwithstanding anything to the contrary in the Plan, the U.S. Trustee shall not be required to file any proofs of claim with respect to quarterly fees payable pursuant to 28 U.S.C. § 1930.

11.4        Post-Effective-Date Reporting.

(a)        Beginning the first quarter-end following the Effective Date and continuing on each quarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of such period, the Liquidation Trust shall File quarterly reports with the Bankruptcy Court. Each quarterly report shall contain a cash flow statement which shall show Distributions by Class during the prior quarter, an unaudited balance sheet, the terms of any settlement of an individual Claim in an amount greater than $100,000, the terms of any litigation settlement where the Cause of Action or the Liquidation Trust Action was greater than $100,000 or the settlement is for more than $100,000, the terms of any sale of Estate Assets where the proceeds of such sale are $100,000 or greater, and such other information as the Liquidation Trust determines is material.

(b)        Until the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall, as soon as practicable after the end of each calendar year and upon termination of the Liquidation Trust, provide or make available a written report and account to the Holders of Liquidation Trust Interests, which report and account sets forth (i) the assets and liabilities of the Liquidation Trust at the end of such calendar year or upon termination and the receipts and disbursements of the Liquidation Trust for such calendar year or period, and (ii) changes in the Liquidation Trust Assets and actions taken by the Liquidation Trustee in the performance of its duties under the Plan or the Liquidation Trust Agreement that the Liquidation Trustee determines in its discretion may be relevant to Holders of Liquidation Trust Interests, such as material changes or actions that, in the opinion of the Liquidation Trustee, may have a material effect on the Liquidation Trust Assets that were not previously reported. The Liquidation Trust may provide or make available to Holders of Liquidation Trust Interests similar reports for such interim periods during the calendar year as the Liquidation Trustee deems advisable. So long as no Exchange Act Registration for the Class A Liquidation Trust Interests shall have become effective, such reports may be provided or made available to the Holders of Liquidation Trust Interests, in the discretion of the Liquidation Trustee, by any reasonable means, including U.S. mail, electronic transmission, display on IntraLinks or a similar virtual data room to which Holders shall have access, or publication to a publicly-available website or by press release distributed via a generally recognized business news service.

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(c)        Following the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall provide or make available to the Holders of Liquidation Trust Interests, either by publication to a publicly-available website or by press release distributed via a generally recognized business news service, copies of all current reports on Form 8-K, quarterly reports on Form 10-Q, and annual reports on Form 10-K that may be required to be filed by the Liquidation Trust with the SEC under the Exchange Act, which copies are to be so provided or made available promptly after such filing.

11.5        Dissolution of the Committees. Each of the Committees shall be automatically dissolved on the Effective Date and, on the Effective Date, each member of the Committees (including each Related Party thereof) and each Professional retained by any of the Committees shall be released and discharged from all rights, duties, responsibilities, and obligations arising from, or related to, the Debtors, their membership on any of the Committees, the Plan, or the Chapter 11 Cases, except with respect to (a) any matters concerning any Professional Fee Claims held or asserted by any Professional retained by any of the Committees; and (b) the right of former Noteholder Committee and Unitholder Committee members to select a successor Noteholder Committee or Unitholder Committee designee, respectively, on the Liquidation Trust Supervisory Board.

11.6        Modifications and Amendments.

(a)        In the Debtors’ reasonable discretion after consultation with each of the Committees, the Debtors may alter, amend, or modify the Plan under Bankruptcy Code section 1127(a) at any time at or prior to the conclusion of the Confirmation Hearing. All alterations, amendments, or modifications to the Plan must comply with Bankruptcy Code section 1127. The Debtors shall provide parties in interest with notice of such amendments or modifications as may be required by the Bankruptcy Rules or order of the Bankruptcy Court. A Creditor that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended, modified, or clarified, if the proposed alteration, amendment, modification, or clarification does not materially and adversely change the treatment of the Claim of such Creditor.

(b)        After entry of the Confirmation Order and prior to substantial consummation (as defined in Bankruptcy Code section 1101(2)) of the Plan, the Debtors or the Liquidation Trust, as applicable, may, under Bankruptcy Code section 1127(b), institute proceedings in the Bankruptcy Court to remedy any defect or omission or to reconcile any inconsistencies in the Plan, the Disclosure Statement approved with respect to the Plan, or the Confirmation Order, and such matters as may be necessary to carry out the purpose and effect of the Plan so long as such proceedings do not adversely affect the treatment of Holders of Claims under the Plan. Such proceedings must comply with Bankruptcy Code section 1127. To the extent required, prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or an order of the Bankruptcy Court. A Creditor that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended, modified, or clarified, if the proposed alteration, amendment, modification, or clarification does not materially and adversely change the treatment of the Claim of such Creditor.

11.7        Severability of Plan Provisions. If, at or before the Confirmation Hearing, the Bankruptcy Court holds that any Plan term or provision is invalid, void, or unenforceable, the Bankruptcy Court may alter or interpret that term or provision so that it is valid and enforceable to the maximum extent possible consistent with the original purpose of that term or provision. That term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the Plan’s remaining terms and provisions will remain in full force and effect and will in no way be affected, impaired, or invalidated. The Confirmation Order will constitute a judicial determination providing that each Plan term and provision, as it may have been altered or interpreted in accordance with this Section 11.7, is valid and enforceable under its terms.

57

11.8        Compromises and Settlements. From and after the Effective Date, the Liquidation Trust may compromise and settle disputes about any Claims or about any Liquidation Trust Actions, without any further approval by the Bankruptcy Court. Until the Effective Date, the Debtors expressly reserve the right to compromise and settle (subject to the approval of the Bankruptcy Court) Claims against them or any Avoidance Actions and Causes of Action belonging to the Estates.

11.9        Binding Effect of Plan. Upon the Effective Date, Bankruptcy Code section 1141 shall become applicable with respect to the Plan and the Plan shall be binding on all Persons to the fullest extent permitted by Bankruptcy Code section 1141(a). Confirmation of the Plan binds each Holder of a Claim or Equity Interest to all the terms and conditions of the Plan, whether or not such Holder’s Claim or Equity Interest is Allowed, whether or not such Holder holds a Claim or Equity Interest that is in a Class that is Impaired under the Plan, and whether or not such Holder has accepted the Plan.

11.10     Non-Discharge of the Debtors; Injunction. In accordance with Bankruptcy Code section 1141(d)(3)(A), the Plan does not discharge the Debtors. Bankruptcy Code section 1141(c) nevertheless provides, among other things, that the property dealt with by the Plan is free and clear of all Claims and Equity Interests against the Debtors. As such, no Person holding a Claim or an Equity Interest may receive any payment from, or seek recourse against, any assets that are to be distributed under the Plan other than assets required to be distributed to that Person under the Plan. As of the Effective Date, all Persons are precluded and barred from asserting against any property to be distributed under the Plan any Claims, rights, Causes of Action, liabilities, Equity Interests, or other action or remedy based on any act, omission, transaction, or other activity that occurred before the Effective Date except as expressly provided in the Plan or the Confirmation Order.

11.11     Releases and Related Matters.

(a)        On the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each of the Releasing Parties shall be deemed to have forever released, waived, and discharged each of the Released Parties from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities whatsoever, whether known or unknown, whether foreseen or unforeseen, whether liquidated or unliquidated, whether fixed or contingent, whether matured or unmatured, existing or hereafter arising, at law, in equity, or otherwise, that are based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the conduct of the Debtors’ business, the Chapter 11 Cases, or the Plan, except for acts or omissions that are determined in a Final Order to have constituted actual fraud or willful misconduct; provided, however, that nothing in this Section 11.11 shall release or otherwise affect any Person’s rights under the Plan or the Confirmation Order.

58

(b)        Entry of the Confirmation Order shall constitute (i) the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases set forth in this Section 11.11; and (ii) the Bankruptcy Court’s findings that such releases are (1) in exchange for good and valuable consideration provided by the Released Parties (including performance of the terms of the Plan), and a good-faith settlement and compromise of the released claims, (2) in the best interests of the Debtors, the Estates, and any Holders of Claims that are Releasing Parties, (3) fair, equitable, and reasonable, (4) given and made after due notice and opportunity for hearing, and (5) a bar to any of the Releasing Parties asserting any released claim against any of the Released Parties.

(c)        Notwithstanding any provision herein to the contrary or an abstention from voting on the Plan, no provision of the Plan, or any order confirming the Plan, (i) releases any non-debtor Person from any Cause of Action of the SEC; or (ii) enjoins, limits, impairs, or delays the SEC from commencing or continuing any Causes of Action, proceedings, or investigations against any non-debtor Person in any forum.

11.12     Exculpation and Limitation of Liability. On the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, to the maximum extent permitted by law, none of the Exculpated Parties shall have or incur any liability to any Person, including to any Holder of a Claim or an Equity Interest, for any prepetition or postpetition act or omission in connection with, relating to, or arising out of the Debtors, the Chapter 11 Cases, the formulation, negotiation, preparation, dissemination, solicitation of acceptances, implementation, confirmation, or consummation of the Plan, the Disclosure Statement, or any contract, instrument, release, or other agreement or document created, executed, or contemplated in connection with the Plan, or the administration of the Plan or the property to be distributed under the Plan; provided, however, that nothing in this Section 11.12 shall release or otherwise affect any Person’s rights under the Plan or the Confirmation Order; and provided, further, that the exculpation provisions of this Section 11.12 shall not apply to acts or omissions constituting actual fraud or willful misconduct by such Exculpated Party as determined by a Final Order. For purposes of the foregoing, it is expressly understood that any act or omission effected with the approval of the Bankruptcy Court conclusively will be deemed not to constitute actual fraud or willful misconduct unless the approval of the Bankruptcy Court was obtained by fraud or misrepresentation, and in all respects, the Exculpated Parties shall be entitled to rely on the written advice of counsel with respect to their duties and responsibilities under, or in connection with, the Chapter 11 Cases, the Plan, and administration thereof. The Confirmation Order shall serve as a permanent injunction against any Person seeking to enforce any Causes of Action against the Exculpated Parties that are encompassed by the exculpation provided by this Section 11.12 of the Plan.

11.13     Term of Injunctions or Stays. Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays in the Chapter 11 Cases under Bankruptcy Code sections 105 or 362 or otherwise, and extant as of the Confirmation Hearing (excluding any injunctions or stays contained in or arising from the Plan or the Confirmation Order), shall remain in full force and effect through and inclusive of the Effective Date.

59

11.14     Revocation, Withdrawal, or Non-Consummation. The Debtors reserve the right to revoke or withdraw the Plan at any time prior to the Confirmation Hearing and to File subsequent plans. If the Debtors revoke or withdraw the Plan prior to the Confirmation Hearing, or if the Effective Date does not occur, then (a) the Plan shall be null and void in all respects; and (b) nothing contained in the Plan, and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims against, or any Equity Interests in, any Debtor, or any Causes of Action by or against any Debtor or any other Person, (ii) prejudice in any manner the rights of any Debtor or any other Person in any further proceedings involving a Debtor, or (iii) constitute an admission of any sort by any Debtor or any other Person.

11.15     Exemption from Transfer Taxes. Pursuant to Bankruptcy Code section 1146, the vesting of the Liquidation Trust Assets in the Liquidation Trust, the vesting of the Wind-Down Assets in the Wind-Down Entity, the issuance, transfer, or exchange of notes or equity securities under the Plan, the creation of any mortgage, deed of trust, lien, pledge, or other security interest, or the making or assignment of any lease or sublease, or making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax.

11.16     Computation of Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

11.17     Transactions on Business Days. If the Effective Date or any other date on which a transaction may occur under the Plan shall occur on a day that is not a Business Day, any transactions or other actions contemplated by the Plan to occur on such day shall instead occur on the next succeeding Business Day.

11.18     Good Faith. Confirmation of the Plan shall constitute a conclusive determination that: (a) the Plan, and all the transactions and settlements contemplated thereby, have been proposed in good faith and in compliance with all applicable provisions of the Bankruptcy Code and the Bankruptcy Rules; and (b) the solicitation of acceptances or rejections of the Plan has been in good faith and in compliance with all applicable provisions of the Bankruptcy Code, and the Bankruptcy Rules, and, in each case, that the Debtors and all Related Parties have acted in good faith in connection therewith.

11.19     Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), (a) the laws of the State of Delaware shall govern the construction and implementation of the Plan and (except as may be provided otherwise in any such agreements, documents, or instruments) any agreements, documents, and instruments executed in connection with the Plan and (b) the laws of the state of incorporation or formation of each Debtor shall govern corporate or limited liability company governance matters with respect to such Debtor; in each case without giving effect to the principles of conflicts of law thereof. Any applicable nonbankruptcy law that would prohibit, limit, or otherwise restrict implementation of the Plan based on (i) the commencement of the Chapter 11 Cases, (ii) the appointment of the Liquidation Trustee or the Wind-Down CEO or the Remaining Debtors Manager, (iii) the wind down of the Debtors, (iv) the liquidation of some or all of the Liquidation Trust Assets or the Wind-Down Assets, or (v) any other act or action to be done pursuant to or contemplated by the Plan is superseded and rendered inoperative by the Plan and federal bankruptcy law.

60

11.20      Notices. Following the Effective Date, all pleadings and notices Filed in the Chapter 11 Cases shall be served solely on (a) the Liquidation Trust and its counsel, (b) the U.S. Trustee, (c) any Person whose rights are affected by the applicable pleading or notice, and (d) any Person Filing a specific request for notices and papers on and after the Effective Date.

11.21     Final Decree. Upon the Liquidation Trustee’s determination that all Claims have been Allowed, disallowed, expunged, or withdrawn and that all Wind-Down Assets and Liquidation Trust Assets have been liquidated, abandoned, or otherwise administered, the Liquidation Trust shall move for the entry of the Final Decree with respect to the Remaining Debtors. On entry of the Final Decree, the Wind-Down CEO, the Wind-Down Board, the Liquidation Trustee, the Liquidation Trust Supervisory Board, the Remaining Debtors Manager, and their respective Related Parties, in each case to the extent not previously discharged by the Bankruptcy Court, shall be deemed discharged and have no further duties or obligations to any Person.

11.22     Closing of Certain Chapter 11 Cases. On the Effective Date, the Chapter 11 Cases for all Debtors other than the Remaining Debtors will be deemed closed and no further fees in respect of such closed cases will thereafter accrue or be payable to any Person. As soon as practicable after the Effective Date, the Liquidation Trust shall submit a separate order to the Bankruptcy Court under certification of counsel closing the Chapter 11 Cases for all Debtors other than the Remaining Debtors. The Liquidation Trust may at any point File a motion to close the Chapter 11 Case for either of the Remaining Debtors.

11.23     Additional Documents. On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors, the WindDown Entity, and the Liquidation Trust, as applicable, and all Holders receiving Distributions pursuant to the Plan and all other parties in interest may, from time to time, prepare, execute, and deliver any agreements or documents and take any other acts as may be necessary or advisable to effectuate the provisions and intent of the Plan.

11.24     Conflicts with the Plan. In the event and to the extent that any provision of the Plan is inconsistent with the provisions of the Disclosure Statement, any other order entered in the Chapter 11 Cases, or any other agreement to be executed by any Person pursuant to the Plan, the provisions of the Plan shall control and take precedence; provided, however, that the Confirmation Order shall control and take precedence in the event of any inconsistency between the Confirmation Order, any provision of the Plan, and any of the foregoing documents.

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61

ARTICLE XII

REQUEST FOR CONFIRMATION AND RECOMMENDATION

12.1        Request for Confirmation. The Debtors request confirmation of the Plan in accordance with Bankruptcy Code section 1129.

12.2        Recommendation. The Debtors believe that confirmation and implementation of the Plan are the best alternative under the circumstances and urge all Impaired Creditors entitled to vote on the Plan to vote in favor of and support confirmation of the Plan.

Respectfully submitted,
WOODBRIDGE GROUP OF COMPANIES, LLC, ET AL.
By:	/s/ Bradley D. Sharp
	Name:	Bradley D. Sharp
	Title:	Chief Restructuring Officer
		WGC Independent Manager, LLC

62

Exhibit 1

List of the Debtors

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
1	215 North 12th Street, LLC	3105	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
2	695 Buggy Circle, LLC	4827	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
3	Addison Park Investments, LLC	5888	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
4	Anchorpoint Investments, LLC	5530	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
5	Arborvitae Investments, LLC	3426	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
6	Archivolt Investments, LLC	8542	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
7	Arlington Ridge Investments, LLC	8879	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
8	Arrowpoint Investments, LLC	7069	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
9	Baleroy Investments, LLC	9851	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
10	Basswood Holding, LLC	2784	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
11	Bay Village Investments, LLC	3221	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
12	Bear Brook Investments, LLC	3387	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
13	Beech Creek Investments, LLC	0963	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
14	Bellflower Funding, LLC	0156	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
15	Bishop White Investments, LLC	8784	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
16	Black Bass Investments, LLC	0884	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
17	Black Locust Investments, LLC	3159	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
18	Blazingstar Funding, LLC	3953	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
19	Bluff Point Investments, LLC	6406	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
20	Bowman Investments, LLC	9670	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
21	Bramley Investments, LLC	9020	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
22	Brise Soleil Investments, LLC	9998	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
23	Broadsands Investments, LLC	2687	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
24	Brynderwen Investments, LLC	6305	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
25	Buggy Circle Holdings, LLC	0850	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
26	Cablestay Investments, LLC	3442	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
27	Cannington Investments, LLC	4303	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
28	Carbondale Doocy, LLC	3616	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
29	Carbondale Glen Lot A-5, LLC	0728	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
30	Carbondale Glen Lot D-22, LLC	1907	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
31	Carbondale Glen Lot E-24, LLC	4987	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
32	Carbondale Glen Lot GV-13, LLC	6075	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
33	Carbondale Glen Lot L-2, LLC	1369	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
34	Carbondale Glen Lot SD-14, LLC	5515	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
35	Carbondale Glen Lot SD-23, LLC	4775	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
36	Carbondale Glen Mesa Lot 19, LLC	6376	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 1

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
37	Carbondale Glen River Mesa, LLC	6926	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
38	Carbondale Glen Sundance Ponds, LLC	0113	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
39	Carbondale Glen Sweetgrass Vista, LLC	7510	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
40	Carbondale Peaks Lot L-1, LLC	6563	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
41	Carbondale Spruce 101, LLC	6126	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
42	Carbondale Sundance Lot 15, LLC	1131	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
43	Carbondale Sundance Lot 16, LLC	0786	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
44	Castle Pines Investments, LLC	4123	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
45	Centershot Investments, LLC	9391	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
46	Chaplin Investments, LLC	3215	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
47	Chestnut Investments, LLC	9809	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
48	Chestnut Ridge Investments, LLC	3815	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
49	Clover Basin Investments, LLC	8470	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
50	Coffee Creek Investments, LLC	9365	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
51	Craven Investments, LLC	0994	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
52	Crossbeam Investments, LLC	2940	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
53	Crowfield Investments, LLC	4030	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
54	Crystal Valley Holdings, LLC	4942	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
55	Crystal Woods Investments, LLC	2816	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
56	Cuco Settlement, LLC	1418	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
57	Daleville Investments, LLC	2915	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
58	Deerfield Park Investments, LLC	2296	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
59	Derbyshire Investments, LLC	3735	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
60	Diamond Cove Investments, LLC	9809	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
61	Dixville Notch Investments, LLC	0257	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
62	Dogwood Valley Investments, LLC	5898	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
63	Dollis Brook Investments, LLC	4042	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
64	Donnington Investments, LLC	2744	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
65	Doubleleaf Investments, LLC	7075	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
66	Drawspan Investments, LLC	5457	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
67	Eldredge Investments, LLC	1579	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
68	Elstar Investments, LLC	3731	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
69	Emerald Lake Investments, LLC	2276	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
70	Fieldpoint Investments, LLC	2405	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
71	Franconia Notch Investments, LLC	7325	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
72	Frog Rock Investments, LLC	0623	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 2

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
73	Gateshead Investments, LLC	1537	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
74	Glenn Rich Investments, LLC	7350	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
75	Goose Rocks Investments, LLC	5453	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
76	Goosebrook Investments, LLC	3737	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
77	Graeme Park Investments, LLC	8869	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
78	Grand Midway Investments, LLC	1671	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
79	Gravenstein Investments, LLC	2195	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
80	Green Gables Investments, LLC	1347	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
81	Grenadier Investments, LLC	1772	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
82	Grumblethorpe Investments, LLC	9318	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
83	H10 Deerfield Park Holding Company, LLC	8117	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
84	H11 Silk City Holding Company, LLC	5002	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
85	H12 White Birch Holding Company, LLC	9593	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
86	H13 Bay Village Holding Company, LLC	8917	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
87	H14 Dixville Notch Holding Company, LLC	5633	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
88	H15 Bear Brook Holding Company, LLC	0030	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
89	H16 Monadnock Holding Company, LLC	3391	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
90	H17 Pemigewasset Holding Company, LLC	9026	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
91	H18 Massabesic Holding Company, LLC	0852	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
92	H19 Emerald Lake Holding Company, LLC	1570	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
93	H2 Arlington Ridge Holding Company, LLC	9930	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
94	H20 Bluff Point Holding Company, LLC	7342	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
95	H21 Summerfree Holding Company, LLC	4453	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
96	H22 Papirovka Holding Company, LLC	8821	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
97	H23 Pinova Holding Company, LLC	0307	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
98	H24 Stayman Holding Company, LLC	0527	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
99	H25 Elstar Holding Company, LLC	3243	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
100	H26 Gravenstein Holding Company, LLC	4323	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
101	H27 Grenadier Holding Company, LLC	2590	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
102	H28 Black Locust Holding Company, LLC	6941	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
103	H29 Zestar Holding Company, LLC	4093	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
104	H30 Silver Maple Holding Company, LLC	9953	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
105	H31 Addison Park Holding Company, LLC	0775	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
106	H32 Arborvitae Holding Company, LLC	7525	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
107	H33 Hawthorn Holding Company, LLC	4765	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
108	H35 Hornbeam Holding Company, LLC	5290	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 3

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
109	H36 Sturmer Pippin Holding Company, LLC	1256	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
110	H37 Idared Holding Company, LLC	3378	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
111	H38 Mutsu Holding Company, LLC	5889	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
112	H39 Haralson Holding Company, LLC	0886	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
113	H4 Pawtuckaway Holding Company, LLC	9299	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
114	H40 Bramley Holding Company, LLC	7162	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
115	H41 Grumblethorpe Holding Company, LLC	0106	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
116	H43 Lenni Heights Holding Company, LLC	7951	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
117	H44 Green Gables Holding Company, LLC	2248	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
118	H46 Beech Creek Holding Company, LLC	0050	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
119	H47 Summit Cut Holding Company, LLC	6912	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
120	H49 Bowman Holding Company, LLC	1694	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
121	H5 Chestnut Ridge Holding Company, LLC	5244	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
122	H50 Sachs Bridge Holding Company, LLC	3049	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
123	H51 Old Carbon Holding Company, LLC	1911	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
124	H52 Willow Grove Holding Company, LLC	2112	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
125	H53 Black Bass Holding Company, LLC	3505	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
126	H54 Seven Stars Holding Company, LLC	8432	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
127	H55 Old Maitland Holding Company, LLC	3887	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
128	H56 Craven Holding Company, LLC	1344	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
129	H58 Baleroy Holding Company, LLC	1881	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
130	H59 Rising Sun Holding Company, LLC	5554	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
131	H6 Lilac Meadow Holding Company, LLC	4921	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
132	H60 Moravian Holding Company, LLC	3179	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
133	H61 Grand Midway Holding Company, LLC	4835	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
134	H64 Pennhurst Holding Company, LLC	1251	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
135	H65 Thornbury Farm Holding Company, LLC	7454	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
136	H66 Heilbron Manor Holding Company, LLC	7245	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
137	H68 Graeme Park Holding Company, LLC	2736	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
138	H7 Dogwood Valley Holding Company, LLC	7002	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
139	H70 Bishop White Holding Company, LLC	6161	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
140	H74 Imperial Aly Holding Company, LLC	7948	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
141	H76 Diamond Cove Holding Company, LLC	0315	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
142	H8 Melody Lane Holding Company, LLC	4011	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
143	H9 Strawberry Fields Holding Company, LLC	4464	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
144	Hackmatack Investments, LLC	8293	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 4

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
145	Haffenburg Investments, LLC	1472	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
146	Haralson Investments, LLC	8946	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
147	Harringworth Investments, LLC	5770	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
148	Hawthorn Investments, LLC	3463	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
149	Hazelpoint Investments, LLC	3824	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
150	Heilbron Manor Investments, LLC	7818	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
151	Hollyline Holdings, LLC	4412	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
152	Hollyline Owners, LLC	2556	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
153	Hornbeam Investments, LLC	9532	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
154	Idared Investments, LLC	7643	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
155	Imperial Aly Investments, LLC	7940	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
156	Ironsides Investments, LLC	2351	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
157	Kirkstead Investments, LLC	3696	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
158	Lenni Heights Investments, LLC	6691	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
159	Lilac Meadow Investments, LLC	4000	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
160	Lilac Valley Investments, LLC	7274	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
161	Lincolnshire Investments, LLC	0533	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
162	Lonetree Investments, LLC	5194	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
163	Longbourn Investments, LLC	2888	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
164	M10 Gateshead Holding Company, LLC	8924	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
165	M11 Anchorpoint Holding Company, LLC	1946	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
166	M13 Cablestay Holding Company, LLC	9809	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
167	M14 Crossbeam Holding Company, LLC	3109	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
168	M15 Doubleleaf Holding Company, LLC	9523	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
169	M16 Kirkstead Holding Company, LLC	8119	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
170	M17 Lincolnshire Holding Company, LLC	9895	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
171	M19 Arrowpoint Holding Company, LLC	4378	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
172	M22 Drawspan Holding Company, LLC	0325	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
173	M24 Fieldpoint Holding Company, LLC	6210	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
174	M25 Centershot Holding Company, LLC	2128	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
175	M26 Archivolt Holding Company, LLC	6436	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
176	M27 Brise Soleil Holding Company, LLC	2821	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
177	M28 Broadsands Holding Company, LLC	9424	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
178	M29 Brynderwen Holding Company, LLC	0685	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
179	M31 Cannington Holding Company, LLC	0667	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
180	M32 Dollis Brook Holding Company, LLC	2873	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 5

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
181	M33 Harringworth Holding Company, LLC	7830	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
182	M34 Quarterpost Holding Company, LLC	2780	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
183	M36 Springline Holding Company, LLC	0908	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
184	M37 Topchord Holding Company, LLC	2131	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
185	M38 Pemberley Holding Company, LLC	1154	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
186	M39 Derbyshire Holding Company, LLC	6509	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
187	M40 Longbourn Holding Company, LLC	3893	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
188	M41 Silverthorne Holding Company, LLC	6930	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
189	M43 White Dome Holding Company, LLC	1327	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
190	M44 Wildernest Holding Company, LLC	7546	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
191	M45 Clover Basin Holding Company, LLC	6677	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
192	M46 Owl Ridge Holding Company, LLC	0546	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
193	M48 Vallecito Holding Company, LLC	0739	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
194	M49 Squaretop Holding Company, LLC	4325	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
195	M5 Stepstone Holding Company, LLC	1473	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
196	M50 Wetterhorn Holding Company, LLC	9936	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
197	M51 Coffee Creek Holding Company, LLC	2745	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
198	M53 Castle Pines Holding Company, LLC	3398	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
199	M54 Lonetree Holding Company, LLC	2356	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
200	M56 Haffenburg Holding Company, LLC	3780	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
201	M57 Ridgecrest Holding Company, LLC	2759	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
202	M58 Springvale Holding Company, LLC	6656	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
203	M60 Thunder Basin Holding Company, LLC	4560	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
204	M61 Mineola Holding Company, LLC	8989	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
205	M62 Sagebrook Holding Company, LLC	5717	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
206	M63 Crowfield Holding Company, LLC	7092	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
207	M67 Mountain Spring Holding Company, LLC	5385	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
208	M68 Goosebrook Holding Company, LLC	9434	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
209	M70 Pinney Holding Company, LLC	1495	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
210	M71 Eldredge Holding Company, LLC	6338	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
211	M72 Daleville Holding Company, LLC	8670	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
212	M73 Mason Run Holding Company, LLC	5691	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
213	M74 Varga Holding Company, LLC	2322	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
214	M75 Riley Creek Holding Company, LLC	7226	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
215	M76 Chaplin Holding Company, LLC	9267	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
216	M77 Frog Rock Holding Company, LLC	1849	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 6

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
217	M79 Chestnut Company, LLC	0125	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
218	M80 Hazelpoint Holding Company, LLC	2703	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
219	M83 Mt. Holly Holding Company, LLC	7897	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
220	M85 Glenn Rich Holding Company, LLC	7844	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
221	M86 Steele Hill Holding Company, LLC	8312	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
222	M87 Hackmatack Hills Holding Company, LLC	9583	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
223	M88 Franconia Notch Holding Company, LLC	8184	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
224	M89 Mount Washington Holding Company, LLC	8012	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
225	M9 Donnington Holding Company, LLC	7114	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
226	M90 Merrimack Valley Holding Company, LLC	0547	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
227	M91 Newville Holding Company, LLC	6748	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
228	M92 Crystal Woods Holding Company, LLC	5806	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
229	M93 Goose Rocks Holding Company, LLC	5189	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
230	M94 Winding Road Holding Company, LLC	8229	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
231	M95 Pepperwood Holding Company, LLC	3660	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
232	M96 Lilac Valley Holding Company, LLC	0412	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
233	M97 Red Woods Holding Company, LLC	2190	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
234	M99 Ironsides Holding Company, LLC	8261	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
235	Mason Run Investments, LLC	0644	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
236	Massabesic Investments, LLC	6893	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
237	Melody Lane Investments, LLC	0252	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
238	Merrimack Valley Investments, LLC	7307	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
239	Mineola Investments, LLC	9029	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
240	Monadnock Investments, LLC	3513	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
241	Moravian Investments, LLC	6854	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
242	Mount Washington Investments, LLC	2061	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
243	Mountain Spring Investments, LLC	3294	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
244	Mt. Holly Investments, LLC	7337	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
245	Mutsu Investments, LLC	8020	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
246	Newville Investments, LLC	7973	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
247	Old Carbon Investments, LLC	6858	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
248	Old Maitland Investments, LLC	9114	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
249	Owl Ridge Investments, LLC	8792	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
250	Papirovka Investments, LLC	5472	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
251	Pawtuckaway Investments, LLC	3152	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
252	Pemberley Investments, LLC	9040	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 7

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
253	Pemigewasset Investments, LLC	6827	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
254	Pennhurst Investments, LLC	7313	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
255	Pepperwood Investments, LLC	7950	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
256	Pinney Investments, LLC	0132	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
257	Pinova Investments, LLC	3468	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
258	Quarterpost Investments, LLC	4802	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
259	Red Woods Investments, LLC	6065	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
260	Ridgecrest Investments, LLC	9696	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
261	Riley Creek Investments, LLC	0214	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
262	Rising Sun Investments, LLC	6846	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
263	Sachs Bridge Investments, LLC	8687	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
264	Sagebrook Investments, LLC	1464	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
265	Seven Stars Investments, LLC	6994	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
266	Silk City Investments, LLC	1465	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
267	Silver Maple Investments, LLC	9699	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
268	Silverleaf Funding, LLC	9877	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
269	Silverthorne Investments, LLC	8840	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
270	Springline Investments, LLC	7321	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
271	Springvale Investments, LLC	6181	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
272	Squaretop Investments, LLC	4466	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
273	Stayman Investments, LLC	9090	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
274	Steele Hill Investments, LLC	7340	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
275	Stepstone Investments, LLC	7231	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
276	Strawberry Fields Investments, LLC	0355	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
277	Sturmer Pippin Investments, LLC	6686	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
278	Summerfree Investments, LLC	1496	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
279	Summit Cut Investments, LLC	0876	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
280	Thornbury Farm Investments, LLC	3083	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
281	Thunder Basin Investments, LLC	7057	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
282	Topchord Investments, LLC	4007	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
283	Vallecito Investments, LLC	8552	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
284	Varga Investments, LLC	7136	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
285	Wall 123, LLC	Not yet obtained	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
286	Wetterhorn Investments, LLC	0171	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
287	White Birch Investments, LLC	1555	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
288	White Dome Investments, LLC	2729	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 8

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
289	Whiteacre Funding, LLC	2998	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
290	Wildernest Investments, LLC	1375	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
291	Willow Grove Investments, LLC	6588	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
292	Winding Road Investments, LLC	8169	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
293	WMF Management, LLC	9238	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
294	Woodbridge Capital Investments, LLC	6081	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
295	Woodbridge Commercial Bridge Loan Fund 1, LLC	8318	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
296	Woodbridge Commercial Bridge Loan Fund 2, LLC	3649	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
297	Woodbridge Group of Companies, LLC	3603	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
298	Woodbridge Investments, LLC	8557	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
299	Woodbridge Mezzanine Fund 1, LLC	2753	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
300	Woodbridge Mortgage Investment Fund 1, LLC	0172	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
301	Woodbridge Mortgage Investment Fund 2, LLC	7030	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
302	Woodbridge Mortgage Investment Fund 3, LLC	9618	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
303	Woodbridge Mortgage Investment Fund 3A, LLC	8525	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
304	Woodbridge Mortgage Investment Fund 4, LLC	1203	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
305	Woodbridge Structured Funding, LLC	3593	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
306	Zestar Investments, LLC	3233	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 9

EX-3.1

Exhibit 3.1

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STATUTORY TRUST REGISTRATION OF “WOODBRIDGE LIQUIDATION TRUST”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF FEBRUARY, A.D. 2019, AT 11:38 O`CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF STATUTORY TRUST REGISTRATION IS THE FIFTEENTH DAY OF FEBRUARY, A.D. 2019 AT 3:01 O'CLOCK A.M.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
7282297    8100 SR# 20191003023		Authentication: 202263618 Date: 02-14-19
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF TRUST

OF 

WOODBRIDGE LIQUIDATION TRUST

This Certificate of Trust of Woodbridge Liquidation Trust (the “Trust”), is being duly executed and filed by the undersigned trustees (constituting all of the trustees of the Trust), to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.) (the “Act”).

1.        Name. The name of the statutory trust formed hereby is Woodbridge Liquidation Trust.

2.        Delaware Trustee. The name and the business address of the trustee of the Trust with a principal place of business in the State of Delaware are Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890.

3.        Effective Date. This Certificate of Trust shall be effective at 3:01 a.m. ET on February 15, 2019.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:38 AM 02/14/2019

FILED  11:38 AM 02/14/2019

SR 20191003023 - File Number 7282297

IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust, have executed this Certificate of Trust in accordance with Section 3811 of the Act.

DELAWARE TRUSTEE:
Wilmington Trust, National Association,
as Delaware Trustee
By:	/s/ David B. Young
	Name:	David B. Young
	Title:	Vice President

LIQUIDATION TRUSTEE:

 /s/ Michael Goldberg

Michael Goldberg, as Liquidation Trustee

EX-3.2

Exhibit 3.2

EXECUTION COPY

LIQUIDATION TRUST AGREEMENT

This Liquidation Trust Agreement (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of February 15, 2019, is made and entered into by and among the entities listed as “Debtors” on the signature pages hereto (each, a “Debtor”), Michael Goldberg, solely in his capacity as liquidation trustee for purposes of this Agreement (the “Liquidation Trustee”), and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”), for the purpose of forming a statutory trust under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801, et seq. (as amended, the “Delaware Act”), and is executed in connection with and pursuant to the terms of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”), which Plan provides for, among other things, the establishment of the trust evidenced hereby (the “Liquidation Trust”). All capitalized terms which are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such Defined Terms in the Plan.

WI T N E S S E T H

WHEREAS, the Chapter 11 Cases were commenced by the Debtors filing voluntary chapter 11 petitions in the Bankruptcy Court on various dates between December 4, 2017, and March 27, 2018;

WHEREAS, the Bankruptcy Court confirmed the Plan by order dated October 26, 2018;

WHEREAS, this Agreement is entered into to effectuate the establishment of the Liquidation Trust as provided in the Plan and the Confirmation Order;

WHEREAS, the Liquidation Trust is established for the benefit of the Liquidation Trust Beneficiaries under the Plan;

WHEREAS, the Liquidation Trust is established (i) for the purpose of collecting, administering, distributing and liquidating the Liquidation Trust Assets for the benefit of the Liquidation Trust Beneficiaries in accordance with the terms of this Agreement and the Plan and (ii) to pay certain Allowed Claims and statutory fees, in each case to the extent required by the Plan;

WHEREAS, the Liquidation Trust shall have no objective or authority to continue or to engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the Liquidation Trust as set forth in this Agreement and the Plan;

WHEREAS, the Plan provides that the Liquidation Trust Beneficiaries are entitled to their applicable Liquidation Trust Interests;

WHEREAS, pursuant to the Plan, the Debtors, the Liquidation Trustee, and the Liquidation Trust Beneficiaries are required to treat, for all federal income tax purposes, the transfer of the Liquidation Trust Assets to the Liquidation Trust as a deemed transfer of the Liquidation Trust Assets by the Debtors to the Liquidation Trust Beneficiaries on account of their Allowed Claims under the Plan, followed by a deemed transfer of the Liquidation Trust Assets by the Liquidation Trust Beneficiaries to the Liquidation Trust in exchange for the beneficial interests herein, and to treat the Liquidation Trust Beneficiaries as the grantors and owners of the Liquidation Trust in accordance with Treasury Regulation Section 301.7701-4;

WHEREAS, the Liquidation Trust is intended to be treated as a grantor trust for federal income tax purposes; and

WHEREAS, the Bankruptcy Court shall have jurisdiction over the Liquidation Trust, the Liquidation Trustee, and the Liquidation Trust Assets as provided herein and in the Plan.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and in the Plan, the Debtors and the Liquidation Trustee agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

1.1           Definitions.
 

1.1.1.   “Agreement” shall have the meaning set forth in the introductory paragraph to this Agreement.

1.1.2.   “Class A Transfer Restriction” shall have the meaning set forth in Section 6.5.1(a) hereof.

1.1.3.   “Class B Transfer Restriction” shall have the meaning set forth in Section 6.5.2(a) hereof.

1.1.4.   “Debtor” shall have the meaning set forth in the introductory paragraph to this Agreement.

1.1.5.   “Delaware Act” shall have the meaning set forth in the introductory paragraph to this Agreement.

1.1.6.   “Delaware State Office” shall have the meaning set forth in Section 2.1.2 hereof.

1.1.7.   “Delaware Trustee” shall have the meaning set forth in the introductory paragraph to this Agreement.

1.1.8.   “Liquidation Trust” shall have the meaning set forth in the introductory paragraph to this Agreement.

1.1.9.   “Liquidation Trustee” shall mean (x) initially, the Person named in the introductory paragraph to this Agreement as the Liquidation Trustee, and (y) any successors or replacements duly appointed under the terms of this Agreement.

1.1.10. “Plan” shall have the meaning set forth in the introductory paragraph to this Agreement.

2

1.1.11. “Statements” shall have the meaning set forth in Section 8.7 hereof.

1.1.12. “Transfer” shall mean, with respect to a Liquidation Trust Interest, any transfer, sale, pledge, assignment, conveyance, gift, bequest, inheritance, grant, distribution, hypothecation or other disposition of or creation or a security interest in such Liquidation Trust Interest, whether voluntarily or by operation of law. “Transferor,” “Transferee,” and “Transferred” shall have correlative meanings.

1.1.13. “Transfer Agent” shall mean any independent third party institution selected by the Liquidation Trustee from time to time to act as transfer agent or registrar with respect to any of the Liquidation Trust Interests.

1.1.14. “Transfer Notice” shall have the meaning set forth in Section 6.5.4 hereof.

1.1.15.  “Transfer Restriction” shall mean the Class A Transfer Restriction or the Class B Transfer Restrictions.

1.2          Plan Terms Control. In the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern and control. This Agreement shall not be construed to impair or limit in any way the rights of any Person under the Plan.

1.3          Interpretation. In this Agreement, except to the extent the context otherwise requires, (i) reference to any Section, Article, subsection, clause, Schedule, Exhibit, preamble or recital, is to that such Section, Article, subsection, clause, Schedule, Exhibit, preamble or recital under this Agreement, (ii) the words “hereof,” “herein,” and similar terms shall refer to this Agreement and not to any particular section or article of this Agreement, (iii) references to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, supplemented, replaced or restated from time to time in accordance with its terms and subject to compliance with any requirements set forth therein, (iv) references to any law, statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section, (v) references to any party hereto shall include its successors and permitted assigns, (vi) wherever the word “include,” “includes” or “including” is used herein, it shall be deemed to be followed by the words “without limitation,” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision with respect to which such examples are provided, (vii) the words “shall” and “will” are used interchangeably throughout this Agreement, and the use of either connotes a mandatory requirement, (viii) the word “or” is not meant to be exclusive, and shall be interpreted as “and/or”, (ix)  references to “day” or “days” are references to calendar days, (x) the terms “Dollars” and “$” mean United States Dollars, (xi) whenever the context requires, terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine and (xii) references to any time periods herein that are initiated by the receipt of a notice shall be deemed not to include the date such notice is received in the calculation of such time period.

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ARTICLE II

ESTABLISHMENT, PURPOSE AND FUNDING OF LIQUIDATION TRUST

2.1         Creation and Name; Formation; Office.

2.1.1.   There is hereby created the Liquidation Trust, which is referred to in Article V and certain other sections of the Plan. The Liquidation Trustee may conduct the affairs of the Liquidation Trust under the name of the “Woodbridge Liquidation Trust”.

2.1.2.   It is the intention of the Liquidation Trustee that the Liquidation Trust formed hereby constitutes a statutory trust under the Delaware Act and that this Agreement constitutes the governing instrument of the Liquidation Trust. Promptly following execution of this Agreement, the Liquidation Trustee shall cause an appropriate form of Certificate of Trust of the Liquidation Trust to be filed in the Office of the Secretary of State of the State of Delaware (the “Delaware State Office”) in accordance with the applicable provisions of the Delaware Act.

2.1.3.   The principal office of the Liquidation Trust, and such additional offices as the Liquidation Trustee may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Liquidation Trustee may designate from time to time. Service of process upon the Liquidation Trust may be made by service upon the Delaware Trustee. The principal office of the Delaware Trustee in the State of Delaware is located at the address set forth in Section 12.2 hereof.

2.2         Purpose of Liquidation Trust. The Debtors and the Liquidation Trustee, pursuant to the Plan and the Confirmation Order and in accordance with the Bankruptcy Code, hereby establish the Liquidation Trust (i) for the purpose of collecting, administering, distributing and liquidating the Liquidation Trust Assets for the benefit of the Liquidation Trust Beneficiaries in accordance with the terms of this Agreement and the Plan and (ii) to pay certain Allowed Claims and statutory fees, in each case to the extent required by the Plan. The Debtors shall have no liability with respect to the distribution or payment of any proceeds of the Liquidation Trust Assets to any of the Liquidation Trust Beneficiaries or other holders of Allowed Claims. The activities of the Liquidation Trust shall be limited to those activities set forth in this Agreement and as otherwise contemplated by the Plan. The Liquidation Trustee understands and agrees that the Liquidation Trust has no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the Liquidation Trust as set forth in the Plan.

2.3         Transfer of Liquidation Trust Assets.

2.3.1.   Each Debtor hereby grants, releases, assigns, conveys, transfers and delivers, on behalf of the Liquidation Trust Beneficiaries, all of the Liquidation Trust Assets owned, held, possessed or controlled by such Debtor to the Liquidation Trustee as of the Effective Date, in trust for the benefit of the Liquidation Trust Beneficiaries for the uses and purposes as specified in this Agreement and the Plan. None of the Debtors shall have any further obligations with respect to the Allowed Claims under the Plan or the distribution or payment of any proceeds of the Liquidation Trust Assets to any of the Liquidation Trust Beneficiaries or other holders of Allowed Claims upon the transfer of the Liquidation Trust Assets to the Liquidation Trustee in accordance with this Agreement and the Plan. The Remaining Debtors shall from time to time execute and deliver or cause to be executed and delivered all such documents (in recordable form where necessary or appropriate) and the Remaining Debtors shall take or cause to be taken such further action, in each case as the Liquidation Trustee may reasonably deem necessary or appropriate, to vest or perfect in or confirm to the Liquidation Trustee title to and possession of the Liquidation Trust Assets. None of the foregoing transfers to the Liquidation Trust shall constitute a merger or consolidation of any of the respective Causes of Action, Avoidance Actions, or Contributed Claims, each of which shall retain its separateness following the transfer for all purposes relevant to the prosecution thereof.

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2.3.2. For all federal, state, and local income tax purposes, the Debtors, the Liquidation Trust Beneficiaries, and the Liquidation Trustee shall treat the transfer of the Liquidation Trust Assets to the Liquidation Trust as a deemed transfer of the Liquidation Trust Assets by the Debtors to the Liquidation Trust Beneficiaries on account of their Allowed Claims under the Plan, followed by a deemed transfer of the Liquidation Trust Assets by the Liquidation Trust Beneficiaries to the Liquidation Trust in exchange for their beneficial interests in the Liquidation Trust. Thus, the Liquidation Trust Beneficiaries shall be treated as the grantors and owners of the Liquidation Trust for federal income tax purposes.

2.3.3.   To the extent that any Liquidation Trust Assets cannot be transferred to the Liquidation Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by Section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such Liquidation Trust Assets shall be deemed to have been retained by the Remaining Debtors and the Liquidation Trustee shall be deemed to have been designated as a representative of the Remaining Debtors pursuant to Section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Liquidation Trust Assets on their behalf. Notwithstanding the foregoing, all proceeds of such Liquidation Trust Assets (net of all reasonable costs and expenses (including the reasonable fees and expenses of professionals)) shall be transferred to the Liquidation Trust to be distributed in accordance with this Agreement and the terms of the Plan.

2.4         Nature of Trust. The Liquidation Trust is irrevocable but subject to amendment and waiver as provided in this Agreement. The Liquidation Trust is not intended to be, and shall not be deemed to be or treated as, a general partnership, limited partnership, limited liability partnership, joint venture, corporation, limited liability company, joint stock company or association, nor shall the Liquidation Trustee, or the Liquidation Trust Beneficiaries, or any of them, for any purpose be, or be deemed to be or treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the Liquidation Trust Beneficiaries, on the one hand, to the Liquidation Trust and the Liquidation Trustee, on the other hand, shall not be deemed a principal or agency relationship, and their rights shall be limited to those conferred upon them by this Agreement, the Plan and the Confirmation Order.

2.5       Effectiveness. This Agreement, the establishment of the Liquidation Trust and the transfer of Liquidation Trust Assets to the Liquidation Trust pursuant to Section 2.3 hereof shall be effective on the Effective Date immediately prior to the dissolution of the Debtors (other than the Remaining Debtors) under Section 5.2.3 of the Plan.

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ARTICLE III

LIQUIDATION TRUST SUPERVISORY BOARD

3.1         Liquidation Trust Supervisory Board. The initial members of the Liquidation Trust Supervisory Board shall be Jay Beynon, Dr. Raymond C. Blackburn, Terry Goebel, Lynn Myrick, and John J. O’Neill. The Liquidation Trust Supervisory Board shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and shall supervise the Liquidation Trustee in accordance with this Agreement and the Plan. Except as otherwise set forth herein, approval of a simple majority of the members of such Liquidation Trust Supervisory Board shall be required for the Liquidation Trust Supervisory Board to act on any matter. In the event that a Liquidation Trust Supervisory Board shall not continue to exist under this Agreement, the Liquidation Trustee shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and all references herein to required approval or other action of such Liquidation Trust Supervisory Board shall be of no force or effect. On or promptly following the Effective Date, the Liquidation Trust Supervisory Board shall adopt by-laws that are consistent with the terms and conditions of this Agreement.

3.2         Resignation/Replacement/Removal of Member of Liquidation Trust Supervisory Board. A member of the Liquidation Trust Supervisory Board may resign following written notice to the Liquidation Trustee and the other members of the Liquidation Trust Supervisory Board. Such resignation will become effective on the later to occur of (i) the day specified in such written notice and (ii) the date that is thirty (30) days after the date such notice is delivered. A member of the Liquidation Trust Supervisory Board may only be removed by entry of a Bankruptcy Court order finding that cause exists to remove such member. In the event that a member of the Liquidation Trust Supervisory Board is removed in accordance with the immediately preceding sentence, dies, becomes incapacitated, resigns or otherwise becomes unavailable for any reason, such member’s replacement shall be appointed in accordance with the Plan.

3.3         Compensation. Each member of the Liquidation Trust Supervisory Board shall receive the following compensation in respect of his or her service on the Liquidation Trust Supervisory Board: (i) for each calendar month of service shall be $10,000 monthly for the first twelve months from and after the Effective Date (counting the month of the Effective Date as the first calendar month even if it is a partial calendar month), (ii) $7,500 monthly for the thirteenth through twenty-fourth calendar months after the Effective Date, (iii) $5,000 monthly for the twenty-fifth through thirty-sixth calendar months after the Effective Date, and (iv) $2,500 monthly for each calendar month thereafter until termination of the Liquidation Trust in accordance with the Plan (prorated as appropriate if a member commences his or her service other than on the first day of a month or terminates his or her service other than on the last day of a month). The members of the Liquidation Trust Supervisory Board shall also be entitled to reimbursement from the Liquidation Trust Assets of all actual, reasonable and documented out-of-pocket costs and expenses incurred thereby in connection with their service on the Liquidation Trust Supervisory Board. Except for (i) the compensation and expense reimbursement set forth in this Section 3.3 and (ii) indemnification as set forth in Article VII hereof, the members of the Liquidation Trust Supervisory Board shall receive no compensation or other payment for the performance of their duties hereunder.

3.4         Confidentiality. Each member of the Liquidation Trust Supervisory Board shall, while serving as a member of the Liquidation Trust Supervisory Board under this Agreement, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any Person to which any of the Liquidation Trust Assets relate or of which he or she has become aware in his or her capacity as a member of the Liquidation Trust Supervisory Board.

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3.5          Disclosure of Personal Information. In connection with the initial registration of any Class A Liquidation Trust Interests under the Exchange Act, and thereafter so long as Class A Liquidation Trust Interests continue to be a class of equity securities registered under the Exchange Act, each member of the Liquidation Trust Supervisory Board shall provide such personal biographical and other information, including but not limited to educational background, business experience, business affiliations, and conflicts of interest (actual or potential) that such member or such member’s firm may have with respect to the exercise of such member’s duties under this Agreement or the Plan, as may be required to be disclosed in any Form 10, current or periodic report from time to time required to be filed, or otherwise pursuant to the Exchange Act. Each member of the Liquidation Trust Supervisory Board shall, at the request of the Liquidation Trustee, certify in writing the truth and accuracy of any personal information of such member provided pursuant to this Section 3.5. Each member of the Liquidation Trust Supervisory Board shall indemnify the Liquidation Trust, the Liquidation Trustee, the other members of the Liquidation Trust Supervisory Board, and the Liquidation Trust’s officer and employees from and against the making, in any registration statement or report filed under the Exchange Act, of any untrue statement of a material fact or the omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in each case to the extent that such misstatement or omission is based on information provided by such member.

ARTICLE IV

ADMINISTRATION OF THE LIQUIDATION TRUST

4.1         Rights, Powers and Privileges. In connection with the administration of the Liquidation Trust, except as set forth in this Agreement and the Plan, the Liquidation Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Liquidation Trust (including, without limitation, all powers, rights, and duties under applicable law). In connection therewith, and subject to the limitations of Section 4.4 hereof, the Liquidation Trustee shall have absolute discretion to pursue or not to pursue any and all Claims, rights, Contributed Claims, or other Causes of Action, as he or she determines are in the best interests of the Liquidation Trust Beneficiaries and consistent with the purposes of the Liquidation Trust, and shall have no liability for the outcome of his or her decision. Without limiting the foregoing, but subject to the limitations in this Agreement, the Liquidation Trustee shall be expressly authorized, but shall not be required, to take the actions set forth in Section 5.4.5 of the Plan.

4.2        Agents and Professionals. The Liquidation Trustee and the Liquidation Trust Supervisory Board may, but shall not be required to, consult with and retain attorneys, accountants, real estate brokers, appraisers, valuation counselors, transfer agents, or other parties deemed by the Liquidation Trustee or the Liquidation Trust Supervisory Board, as the case may be, to have qualifications necessary to assist in the proper administration of the Liquidation Trust. The Liquidation Trustee may pay the reasonable salaries, fees and expenses of such persons (including himself/herself), including contingency fees, out of the Liquidation Trust Assets, subject to the provisions of Section 8.7 hereof.

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4.3         Investment and Safekeeping of Liquidation Trust Assets. All monies and other Liquidation Trust Assets received by the Liquidation Trustee shall, until distributed or paid as provided in this Agreement or the Plan, be held in the Liquidation Trust or the Wind-Down Entity for the benefit of the Liquidation Trust Beneficiaries. The Liquidation Trustee shall be under no obligation to generate or produce, or any liability for, interest or other income on any monies received by the Liquidation Trust and held for distribution or payment to the Liquidation Trust Beneficiaries, except as such interest shall be actually received by the Liquidation Trustee. Investments of any monies held by the Liquidation Trustee shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs; provided, however, that the right and power of the Liquidation Trustee to invest monies held by the Liquidation Trustee, the proceeds from any sale of Liquidation Trust Assets, or any income earned by the Liquidation Trust shall be limited to the right and power to invest such monies, pending periodic distributions in accordance with the terms hereof and the Plan. For the avoidance of doubt, the investment powers of the Liquidation Trustee in this Agreement, other than those reasonably necessary to maintain the value of the Liquidation Trust Assets and the Liquidation purpose of the Liquidation Trust, are limited to powers to invest in demand and time deposits, such as short-term certificates of deposits, in banks or other savings institutions, or other temporary, liquid investments, such as treasury bills, and in all cases limited only to those assets permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d).

4.4        Limitations on Liquidation Trustee. On behalf of the Liquidation Trust or the Liquidation Trust Beneficiaries, the Liquidation Trustee shall not at any time: (i) enter into or engage in any trade or business (other than the management and disposition of the Liquidation Trust Assets), and no part of the Liquidation Trust Assets or the proceeds, revenue or income therefrom shall be used or disposed of by the Liquidation Trust in furtherance of any trade or business, (ii) except as provided in Section 4.3 and below, reinvest any Liquidation Trust Assets, or (iii) take any action that would jeopardize treatment of the Liquidation Trust as a “liquidating trust” for federal income tax purposes.

4.4.1. The Liquidation Trustee must consult with, and obtain approval of, the Liquidation Trust Supervisory Board or, in the absence of such approval, an order of the Bankruptcy Court concerning any matter involving any sale or other disposition of an asset of the Liquidation Trust, or any release, modification or waiver of existing rights as to an asset of the Liquidation Trust, if the asset at issue exceeds $500,000.00 in value (provided that the Liquidation Trust Supervisory Board shall be conclusively presumed to have approved any such sale or disposition if it fails to object thereto in a writing received by the Liquidation Trustee within ten (10) Business Days following written notification to the Liquidation Trust Supervisory Board by the Liquidation Trustee of the intended sale or disposition, with such approval to be deemed to have been irrevocably given in respect of the terms and conditions of such sale or disposition set forth in such notification).

4.4.2. The Liquidation Trustee must consult with, and obtain approval of, the Liquidation Trust Supervisory Board or, in the absence of such approval, an order of the Bankruptcy Court concerning any compromise or settlement of litigation or controverted matter proposed by the Liquidation Trustee involving claims in excess of $500,000.00 (provided that the Liquidation Trust Supervisory Board shall be conclusively presumed to have approved any such compromise or settlement if it fails to object thereto in a writing received by the Liquidation Trustee within ten (10) Business Days following written notification to the Liquidation Trust Supervisory Board by the Liquidation Trustee of the intended compromise or settlement, with approval thereof to be deemed to have been irrevocably given in respect of the terms and conditions of such compromise or settlement set forth in such notification).

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4.4.3. The Liquidation Trustee must consult with, and obtain approval of, the Liquidation Trust Supervisory Board or, in the absence of such approval, an order of the Bankruptcy Court concerning the retention by the Liquidation Trustee of professionals (provided that the Liquidation Trust Supervisory Board shall be conclusively presumed to have approved any such retention if it fails to object thereto in a writing received by the Liquidation Trustee within ten (10) Business Days following written notification to the Liquidation Trust Supervisory Board by the Liquidation Trustee of the intended retention).

4.4.4.   Other than as contemplated by the Plan or this Agreement, the Liquidation Trustee is not empowered to incur indebtedness.

4.4.5.   The Liquidation Trustee may invest Cash of the Liquidation Trust, including any earnings thereon or proceeds therefrom, any Cash realized from the liquidation of the Liquidation Trust Assets, or any Cash that is remitted to the Liquidation Trust from the Wind-Down Entity or any other Person, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b); provided,  however, that such investments must be investments that are permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein, or under applicable guidelines, rulings, or other controlling authorities. The Liquidation Trustee shall have no liability in the event of the insolvency or failure of any institution in which he or she has invested any funds of the Liquidation Trust.

4.4.6.   The Liquidation Trustee shall hold, collect, conserve, protect and administer the Liquidation Trust Assets in accordance with the provisions of this Agreement and the Plan, and pay and distribute amounts as set forth herein for the purposes set forth in this Agreement. Subject to the standard of care set forth in Section 7.2, any determination by the Liquidation Trustee as to what actions are in the best interests of the Liquidation Trust shall be determinative.

4.4.7.   The Liquidation Trustee shall disclose to the Liquidation Trust Supervisory Board any connections, conflicts or potential conflicts of interest that the Liquidation Trustee or the Liquidation Trustee’s firm has with respect to the exercise of any rights, powers, duties and privileges under this Agreement or the Plan. In the event that the Liquidation Trustee cannot take any action, including the prosecution of any claims or the objection to any claims, by reason of an actual or potential conflict of interest, the Liquidation Trust Supervisory Board shall be authorized to take any such action(s) in place of the Liquidation Trustee, including by the retention of professionals (which may include professionals retained by the Liquidation Trustee) for the purpose of taking such actions.

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4.5         Bankruptcy Court Approval of Liquidation Trustee Actions. Except as provided in the Plan or otherwise specified in this Agreement, the Liquidation Trustee need not obtain the order or approval of the Bankruptcy Court in the exercise of any power, rights, or discretion conferred hereunder, or account to the Bankruptcy Court. The Liquidation Trustee shall exercise his or her business judgment for the benefit of the Liquidation Trust Beneficiaries in order to maximize the value of the Liquidation Trust Assets and distributions, giving due regard to the cost, risk, and delay of any course of action. Notwithstanding the foregoing, the Liquidation Trustee shall have the right to submit to the Bankruptcy Court any question or questions regarding which the Liquidation Trustee may desire to have explicit approval of the Bankruptcy Court for the taking of any specific action proposed to be taken by the Liquidation Trust with respect to any of the Liquidation Trust Assets, this Agreement, or the Plan, including the administration, distribution, or proposed sale of any of the Liquidation Trust Assets. The Bankruptcy Court shall retain jurisdiction and power for such purposes and shall approve or disapprove any such proposed action upon motion by the Liquidation Trust.

4.6         Reliance by Liquidation Trustee and the Liquidation Trust Supervisory Board:

(a) The Liquidation Trustee and members of the Liquidation Trust Supervisory Board may, subject to the standard of care set forth in Section 7.2, rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties;

(b) The Liquidation Trustee and members of the Liquidation Trust Supervisory Board may consult with any and all professionals to be selected by them and the Liquidation Trustee and members of the Liquidation Trust Supervisory Board shall not, subject to the standard of care set forth in Section 7.2, be liable for any action taken or omitted to be taken by them in accordance with the advice of such professionals; and

(c) Persons dealing with the Liquidation Trustee shall look only to the Liquidation Trust Assets to satisfy any liability incurred by the Liquidation Trustee to such Person in carrying out the terms of this Liquidation Trust Agreement, and neither the Liquidation Trustee nor any member of the Liquidation Trust Supervisory Board shall have any personal obligation to satisfy any such liability.

4.7          Valuation of Liquidation Trust Assets. The Liquidation Trustee shall apprise the Liquidation Trust Beneficiaries of the value of the Liquidation Trust Assets. The Debtors, the Liquidation Trust Beneficiaries, and the Liquidation Trust will consistently report the valuation of the assets transferred to the Liquidation Trust. Such consistent valuations and revised reporting will be used for all federal, state, local, or other income tax purposes. Income, deductions, gain, or loss from the Liquidation Trust shall be reported to the beneficiaries of the Liquidation Trust in conjunction with the filing of the Liquidation Trust’s income tax returns.  Each Liquidation Trust Beneficiary shall report income, deductions, gain, or loss on such Liquidation Trust Beneficiary’s income tax returns. Any dispute regarding the valuation of Liquidation Trust Assets shall be resolved by the Bankruptcy Court.

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ARTICLE V

DISTRIBUTIONS FROM THE LIQUIDATION TRUST

5.1         Distributions. After the Effective Date and subject to Section 5.7, as and to the extent required by the Plan, the Liquidation Trustee shall (a) make distributions to Liquidation Trust Beneficiaries in respect of their Liquidation Trust Interests from Available Cash in accordance with the Liquidation Trust Interests Waterfall and (b) pay certain Allowed Claims to the extent required by the Plan.

5.2         Provisions Governing Distributions.  All distributions to be made under this Agreement shall be made in accordance with Section 1.84, Section 5.4.10 and Article VII of the Plan, which are incorporated by reference herein.

5.3         Timing of Distributions. Any payment or other distribution required to be made under the Plan on a day other than a Business Day shall be due on the next succeeding Business Day. All payments or distributions due on the Effective Date shall be made thereon or as soon as practicable thereafter. Any payment of Cash made pursuant to this Plan shall be deemed made when such payment by check or wire transfer is transmitted. This Section 5.3 shall be subject to Article VII of the Plan.

5.4         Payments Limited to Liquidation Trust Assets. All payments to be made by the Liquidation Trustee to or for the benefit of any Liquidation Trust Beneficiary shall be made only to the extent that the Liquidation Trustee has sufficient reserves to make such payments in accordance with this Agreement and the Plan. Each Liquidation Trust Beneficiary shall have recourse only to the Liquidation Trust Assets for distribution under this Agreement and the Plan. This Section 5.4 shall be subject to Article VII of the Plan.

5.5         Fees and Expenses.

5.5.1.   Subject to the limitations set forth herein and in the Plan, the Liquidation Trustee must pay or establish a reasonable reserve for the operating and administrative expenses of the Liquidation Trust (including making any payments in respect of Allowed Claims that may be required under the Plan) before approving distributions to or for the benefit of Liquidation Trust Beneficiaries.

5.5.2.   The Liquidation Trustee shall satisfy any fees and expenses of the Liquidation Trust with the Liquidation Trust Assets to the extent available.

5.5.3.   The Liquidation Trust shall pay any and all fees that are required to be paid by the Liquidation Trust under Section 11.3 of the Plan.

5.6         Priority of Distributions.  Any recovery by the Liquidation Trust on account of the Liquidation Trust Assets shall be applied in accordance with the Plan.

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5.7        Compliance with Laws. Any and all distributions of Liquidation Trust Assets shall be in compliance with applicable laws.  Without limiting the generality of the foregoing, the Liquidation Trustee shall make distributions from the Liquidation Trust at least annually to the Liquidation Trust Beneficiaries from all net cash income and all other cash received by the Liquidation Trust; provided, however, that the Liquidation Trustee may, to the extent consistent with Revenue Procedure 82-58, 1982-2 C.B. 847, as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484, retain such amounts (a) as are reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidation Trust Assets during the term of the Liquidation Trust, (b) to pay reasonable administrative expenses including, without limitation, the compensation and the reimbursement of reasonable, actual and necessary costs, fees (including attorneys’ fees) and expenses of the Liquidation Trustee and the Delaware Trustee in connection with the performance of their duties in connection with this Agreement and any amounts owed to the Liquidation Trustee and the Delaware Trustee pursuant to Sections 7.3 and 11.3 hereof, and (c) to satisfy all other liabilities incurred or assumed by the Liquidation Trust (or to which the Liquidation Trust Assets are otherwise subject) in accordance with the Plan and this Agreement.

5.8         Setoff Rights. The Liquidation Trustee may, but shall not be required to, setoff against or recoup from the holder of any Allowed Claim (including any Liquidation Trust Beneficiary) on which payments or other distributions are to be made hereunder, claims of any nature that the Liquidation Trust may have against such Person. However, neither the failure to do so, nor the allowance of any Claim under the Plan or otherwise, shall constitute a waiver or release of any such claim, right of setoff or right of recoupment against the holder of such Allowed Claim.

5.9         Right to Object to Claims. Subject to the following sentence and except for those Claims that are expressly the responsibility of the Wind-Down Entity under the Plan, the Liquidation Trustee shall have the responsibility and authority for administering, disputing, objecting to, compromising and settling or otherwise resolving and finalizing payments or other distributions with respect to Claims under the Plan (including in respect of any Liquidation Trust Interests). The Liquidation Trustee shall generally prosecute objections to Claims pending as of the Effective Date and any additional objections filed from and after the Effective Date. In addition, subject to the foregoing sentence, the Liquidation Trustee may, at any time, request that the Bankruptcy Court estimate any Contingent Claim, Disputed Claim or Unliquidated Claim pursuant to Section 502(c) of the Bankruptcy Code regardless of whether any party previously objected to or sought estimation of such Claim.

5.10       No Distributions Pending Allowance. If a Claim or any portion of a Claim is Disputed, no payment or distribution shall be made on account of the disputed portion of such Claim (or the entire Claim, if the entire Claim is disputed), unless such Disputed Claim or portion thereof becomes an Allowed Claim.

ARTICLE VI

BENEFICIARIES

6.1        Identification of Liquidation Trust Beneficiaries. In order to determine the actual names and addresses of the Liquidation Trust Beneficiaries, the Liquidation Trustee may deliver a notice to the Liquidation Trust Beneficiaries. Such notice may include a form for each Liquidation Trust Beneficiary to complete in order to be properly registered as a Liquidation Trust Beneficiary and be eligible for distributions under the Liquidation Trust. Such form may request the Liquidation Trust Beneficiary’s federal taxpayer identification number or social security number if the Liquidation Trustee determines that such information is necessary to fulfill his or her tax reporting and withholding obligations. The Liquidation Trustee, in his or her reasonable discretion, may suspend distributions to any Liquidation Trust Beneficiary that has not provided its federal taxpayer identification number or social security number, as the case may be, after a request is made pursuant to this Section 6.1. If tax information is not provided within one hundred eighty (180) days after such request, the applicable Liquidation Trust Beneficiary’s underlying claim will be expunged and its Liquidation Trust Interest disallowed for all purposes of this Agreement to the extent provided under the Plan. Each Liquidation Trust Beneficiary’s Liquidation Trust Interest is dependent upon such Liquidation Trust Beneficiary’s classification under the Plan and the status of its Allowed Claim.

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6.2         Beneficial Interest Only. The ownership of a Liquidation Trust Interest shall not entitle any Liquidation Trust Beneficiary to any title in or to any of the Liquidation Trust Assets or to any right to call for a partition or division of such Liquidation Trust Assets or to require an accounting, except as specifically provided herein. Except as expressly provided in this Agreement, a Liquidation Trust Beneficiary shall not have standing to direct or to seek to direct the Liquidation Trust or Liquidation Trustee to do or not to do any act or to institute any action or proceeding at law or in equity against any Person upon or with respect to the Liquidation Trust Assets.

6.3        Ownership of Beneficial Interests Hereunder. Each Liquidation Trust Beneficiary shall own a beneficial interest in the Liquidation Trust (as represented by the Liquidation Trust Interest(s) issued to such Liquidation Trust Beneficiary) in accordance with the Plan. The record holders of the Liquidation Trust Interests shall be recorded and set forth in a registry maintained by, or at the direction of, the Liquidation Trustee expressly for such purpose. Such obligation may be satisfied by the Liquidation Trust’s retention of a Transfer Agent for the maintenance of such registry and, so long as a registry of the Liquidation Trust Interests is maintained by a Transfer Agent, such Liquidation Trust Interests need not be registered on the books and records of the Liquidation Trust.

6.4         Evidence of Beneficial Interest.

6.4.1.   Unless otherwise determined by the Liquidation Trustee, ownership of a Liquidation Trust Interest shall not be evidenced by any certificate, security, or receipt or in any other form or manner whatsoever. Except as set forth in Section 6.4.2 hereof, ownership of the Liquidation Trust Interests shall be maintained on books and records of the Liquidation Trust maintained by the Liquidation Trustee or on behalf of the Liquidation Trust on the books and records of a Transfer Agent.

6.4.2.   Upon or in connection with the effectiveness of an Exchange Act Registration of the Class A Liquidation Trust Interests, the Liquidation Trustee may, in its discretion, determine that the Class A Liquidation Trust Interests shall be evidenced by book-entry form represented by one or more global certificates registered in the name of DTC, as depository, or Cede & Co., its nominee, for so long as DTC is willing to act in that capacity. The Liquidation Trustee shall use its commercially reasonable best efforts to give prompt notice of any such determination to the holders of the Class A Liquidation Trust Interests. Any such notice may be provided or made available, in the discretion of the Liquidation Trustee, by any reasonable means, including U.S. mail, electronic transmission, display on IntraLinks or a similar virtual data room to which holders shall have access, or publication to a publicly-available website or by press release distributed via a generally recognized business news service. If the Class A Liquidation Trust Interests are registered in book-entry form, the Liquidation Trustee shall use its commercially reasonable best efforts to facilitate the transfer of the Class A Liquidation Trust Interests through the DTC participant system (as necessary). If the Class A Liquidation Trust Interests are registered in book-entry form, the Liquidation Trustee shall be under no obligation to provide the holders of Class A Liquidation Trust Interests with actual physical certificates representing their Class A Liquidation Trust Interests, and the Class A Liquidation Trust Interests need no longer be registered on the books and records of the Liquidation Trust or with any Transfer Agent.

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6.5         Transfer of Liquidation Trust Interests.

6.5.1.      Restriction on Transfer of Class A Liquidation Trust Interests.

(a)      Subject to Section 6.5.1(b) hereof, the Class A Liquidation Trust Interests shall not be Transferred, except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trustee in accordance with Section 6.5.4 hereof.

(b)      The restriction on transfer set forth in Section 6.5.1(a) hereof (the “Class A Transfer Restriction”) shall be in effect with respect to all Class A Liquidation Trust Interests from the time of issuance thereof on the Effective Date until the effectiveness of an Exchange Act Registration of the Class A Liquidation Trust Interests, at which time (i) the Class A Transfer Restriction shall terminate and cease to be of any force or effect and (ii) the Class A Liquidation Trust Interests may be Transferred by the holders thereof to the extent otherwise permissible under applicable law. The Liquidation Trust shall use its commercially reasonable best efforts to cause an Exchange Act Registration of the Class A Liquidation Trust Interests to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable after the Effective Date, but in no event shall the Liquidation Trust file an Exchange Act registration statement any later than may be required under section 12(g) of the Exchange Act or the rules and regulations promulgated thereunder.

6.5.2.    Restriction on Transfer of Class B Liquidation Trust Interests.

(a)      Subject to Section 6.5.2(b) hereof, the Class B Liquidation Trust Interests shall not be Transferred except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trustee in accordance with Section 6.5.4 hereof.

(b)      The restriction on transfer set forth in Section 6.5.2(a) hereof (the “Class B Transfer Restriction”) shall be in effect with respect to all Class B Liquidation Trust Interests from the time of issuance thereof on the Effective Date until the earlier to occur of (a) the effectiveness of an Exchange Act Registration of the Class B Liquidation Trust Interests or (b) the Liquidation Trustee has given notice to the holders of the Class B Liquidation Trust Interests of the Liquidation Trustee’s good faith determination, in its discretion, that termination of the Class B Transfer Restriction does not require the Class B Liquidation Trust Interests to be registered under section 12(g) of the Exchange Act.  Upon the occurrence of an event described in (a) or (b) of the preceding sentence, (i) the Class B Transfer Restriction shall terminate and cease to be of any force or effect and (ii) the Class B Liquidation Trust Interests may be Transferred by the holders thereof to the extent otherwise permissible under applicable law. The Liquidation Trust shall not be under any obligation (and does not currently intend) to make any effort to cause the Class B Liquidation Trust Interests to be registered under the Exchange Act or otherwise to facilitate the trading of, or the development of any trading market for, the Class B Liquidation Trust Interests.

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6.5.3.   Notice of Termination of Transfer Restrictions.  Upon any termination of a Transfer Restriction (whether such termination is by reason of the effectiveness of an Exchange Act Registration or a determination by the Liquidation Trustee that termination of a Transfer Restriction would not require registration under section 12(g) of the Exchange Act), the Liquidation Trustee shall use commercially reasonable best efforts promptly thereafter to notify the holders of the Liquidation Trust Interests with respect to which such Transfer Restriction termination has occurred. Any such notice may be provided or made available, in the discretion of the Liquidation Trustee, by any reasonable means, including U.S. mail, electronic transmission, display on IntraLinks or a similar virtual data room to which holders shall have access, or publication to a publicly-available website or by press release distributed via a generally recognized business news service.

6.5.4.   Notice of Certain Transfers. In the case of any Transfer, notice of which is required to be given under Section 6.5.1 or Section 6.5.2 hereof, such notice (a “Transfer Notice”) shall be given to the Liquidation Trustee by registered or certified mail in accordance with this Section 6.5.4 and Section 12.2 hereof, and shall be Filed with the Bankruptcy Court. A Transfer Notice shall (a) state the names, addresses and, if the Liquidation Trustee determines that such information is necessary to fulfill his or her tax reporting and withholding obligations, the federal taxpayer identification numbers or social security numbers of the Transferor and Transferee, (b) clearly identify the class and the amount of the Liquidation Trust Interest to be Transferred, and (c) be executed by both the Transferor (or the Transferor’s personal representative) and the Transferee, with such signatures acknowledged before a notary public and as required by Bankruptcy Rule 3001(e). The Liquidation Trustee may conclusively rely upon such signatures and acknowledgments as evidence of such Transfer without the requirement of any further investigation. Notwithstanding anything to the contrary in this Section 6.5, no Transfer notice of which is required to be given under Section 6.5.1 or Section 6.5.2 hereof shall be effective until a Transfer Notice is given in accordance with this Section 6.5.4, and the Liquidation Trustee may continue to pay all amounts to or for the benefit of the assigning or transferring Liquidation Trust Beneficiary until receipt of such Transfer Notice. The Liquidation Trustee may rely upon such proof without the requirement of any further investigation.

6.5.5.   Invalidity of Restricted Transfers. Any attempted Transfer in violation of any Transfer Restriction shall be void ab initio. The Liquidation Trustee shall not be authorized or obligated to effect any Transfer or treat any purported Transferee as holder of record or beneficial owner of any Liquidation Trust Interest, the Transfer of which is void ab initio under this paragraph. The Liquidation Trustee may institute legal proceedings to force rescission of a Transfer prohibited by this Agreement and to seek any other remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer.

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ARTICLE VII

THIRD PARTY RIGHTS AND LIMITATION OF LIABILITY

7.1        Parties Dealing With the Liquidation Trustee. In the absence of actual knowledge to the contrary, any Person dealing with the Liquidation Trust or the Liquidation Trustee shall be entitled to rely on the authority of the Liquidation Trustee or any of the Liquidation Trustee’s agents to act in connection with the Liquidation Trust Assets. No Person that may deal with the Liquidation Trustee shall have any obligation to inquire into the validity or expediency or propriety of any transaction by the Liquidation Trustee or any agent of the Liquidation Trustee.

7.2         Limitation of Liquidation Trustee’s Liability. Anything herein to the contrary notwithstanding, in exercising the rights granted herein, the Liquidation Trustee shall exercise his or her best judgment, to the end that the affairs of the Liquidation Trust shall be properly managed and the interests of all the Liquidation Trust Beneficiaries are safeguarded; but the Liquidation Trustee shall not incur any responsibility or liability by reason of any error of law or of any matter or thing done or suffered or omitted to be done under this Agreement, unless the Liquidation Trustee has acted with gross negligence, fraud or willful misconduct.

7.3         Indemnification. The Liquidation Trustee, the Liquidation Trust Supervisory Board and each of their respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, Transfer Agents, managers, members, officers, partners, predecessors, principals, professional persons, representatives, and successors (each, an “Indemnified Party”) shall be indemnified for, and defended and held harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence, willful misconduct, or fraud on the part of the applicable Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or this Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence, willful misconduct, or fraud. In addition, to the fullest extent permitted by law, each Indemnified Party shall be indemnified for, and defended and held harmless against, any and all losses, liabilities, damages, judgments, fines, penalties, claims, demands, settlements, costs, and expenses, including the reasonable fees and expenses of their respective professionals arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Liquidation Trust or the implementation or administration of the Plan if the applicable Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Liquidation Trust or the Liquidation Trust Beneficiaries.  The amounts necessary for the indemnification provided in this Section 7.3 (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this Section 7.3) shall be paid by the Liquidation Trustee out of the Liquidation Trust Assets, except as otherwise provided in the Plan. The Liquidation Trustee shall not be personally liable for the payment of any Liquidation Trust expense or claim or other liability of the Liquidation Trust, and no Person shall look to the Liquidation Trustee personally for the payment of any such expense or liability. The indemnification provided in this Section 7.3 shall survive the death, dissolution, resignation or removal, as may be applicable, of the Liquidation Trustee or an indemnified member of the Liquidation Trust Supervisory Board, or the termination of the Liquidation Trust, and shall inure to the benefit of each Indemnified Person’s heirs and assigns.

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ARTICLE VIII

SELECTION, REMOVAL AND COMPENSATION OF LIQUIDATION TRUSTEE

8.1         Term of Service. The Liquidation Trustee shall serve until the earlier to occur of (a) the termination of the Liquidation Trust in accordance with this Agreement and the Plan or (b) the Liquidation Trustee’s death, resignation or removal.

8.2         Removal of a Liquidation Trustee. Any Person serving as Liquidation Trustee may be removed and replaced by an order of the Bankruptcy Court upon the motion of the Liquidation Trust Supervisory Board and a showing of good cause; provided, however, that the proposed removal and replacement of Michael Goldberg as Liquidation Trustee will require a determination by the Bankruptcy Court that “cause” exists for such removal and replacement using the standard under Bankruptcy Code section 1104 made after notice of such proposed removal and replacement has been provided to the SEC. The removal shall be effective on the date specified in the order. Notwithstanding the removal of the Liquidation Trustee pursuant to this Section 8.2, the rights of the resigning Liquidation Trustee under this Agreement with respect to acts or omissions occurring prior to the effectiveness of such removal will continue for the benefit of such resigning Liquidation Trustee following the effectiveness of such resignation.

8.3         Resignation of Liquidation Trustee. The Liquidation Trustee may resign at any time by giving the Liquidation Trust Beneficiaries and Liquidation Trust Supervisory Board at least sixty (60) days written notice of his or her intention to do so. Without limiting any other reporting or accounting obligations under the Plan or this Agreement, in the event of a resignation, the resigning Liquidation Trustee shall render to the Liquidation Trust Beneficiaries a full and complete written accounting of monies and Liquidation Trust Assets received, disbursed, and held during the term of office of that Liquidation Trustee. The resignation shall be effective on the later to occur of: (i) the date specified in the notice; or (ii) the appointment of a successor by the Liquidation Trust Supervisory Board, the acceptance by such successor of such appointment and the approval of the Bankruptcy Court; provided, that if a successor Liquidation Trustee is not appointed or does not accept his or her appointment or if the appointment of a successor Trustee has not been approved by the Bankruptcy Court within sixty (60) days following delivery of notice of resignation, the resigning Liquidation Trustee may petition the Bankruptcy Court for the appointment of a successor Liquidation Trustee. Notwithstanding the resignation of the Liquidation Trustee pursuant to this Section 8.3, the rights of the resigning Liquidation Trustee under this Agreement with respect to acts or omissions occurring prior to the effectiveness of such resignation will continue for the benefit of such resigning Liquidation Trustee following the effectiveness of such resignation.

8.4         Appointment of Successor Liquidation Trustee. Upon the resignation, death, incapacity, or removal of a Liquidation Trustee, the Liquidation Trust Supervisory Board shall appoint a successor Liquidation Trustee to fill the vacancy so created, subject to the approval of the Bankruptcy Court so long as any of the Chapter 11 Cases are pending. Any successor Liquidation Trustee so appointed shall consent to and accept in writing the terms of this Agreement and agrees that the provisions of this Agreement shall be binding upon and inure to the benefit of the successor Liquidation Trustee.

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8.5         Powers and Duties of Successor Liquidation Trustee. A successor Liquidation Trustee shall have all the rights, privileges, powers, and duties of his or her predecessor under this Agreement and the Plan. Notwithstanding anything to the contrary herein, a removed or resigning Liquidation Trustee shall, when requested in writing by the successor Liquidation Trustee, execute and deliver an instrument or, instruments conveying and transferring to such successor Liquidation Trustee under the Liquidation Trust all the estates, properties, rights, powers, and trusts of such predecessor Liquidation Trustee.

8.6          Liquidation Trust Continuance. The death, resignation or removal of the Liquidation Trustee shall not terminate the Liquidation Trust or revoke any then-existing agency created pursuant to this Agreement or invalidate any action theretofore taken by the Liquidation Trustee. In the event that a successor Liquidation Trustee is not appointed within thirty (30) days of when required under this Agreement, any Liquidation Trust Beneficiary may apply to the Bankruptcy Court for appointment of a successor Liquidation Trustee upon notice to the Liquidation Trust Supervisory Board.

8.7          Compensation and Costs of Administration. The Liquidation Trustee shall receive fair and reasonable compensation for his or her services in accordance with Schedule A, which shall be charged against and paid out of the Liquidation Trust Assets (subject to the limitations set forth in this Agreement and the Plan), provided, that no compensation may be paid to the Liquidation Trustee or his or her professionals unless and until the following procedures have been followed with respect to any individual request for compensation: (i) the Liquidation Trustee shall submit to the Liquidation Trust Supervisory Board a statement or statements (“Statements”) reflecting all fees (itemized, as applicable, to indicate the individual performing services, such individual’s billable rate, a description of the services performed, the time spent, and the fees incurred) and itemized costs to be reimbursed, (ii) the amount reflected in any such Statements may be paid by the Liquidation Trust after seven (7) days after the delivery of the Statements as specified in clause (i) above, unless prior to the expiration of such seven-day period, the Liquidation Trust Supervisory Board shall have objected in writing to any compensation reflected in the Statement, in which case the undisputed amounts may be paid and the disputed amounts may only be paid by agreement of the Liquidation Trust Supervisory Board, or pursuant to order of the Bankruptcy Court, which shall retain jurisdiction over all disputes regarding the Liquidation Trustee’s and his or her professionals’ compensation.  All costs, expenses, and obligations, including filing fees, incurred by the Liquidation Trustee (or professionals who may be employed by the Liquidation Trustee in administering the Liquidation Trust, in carrying out their other responsibilities under this Agreement, or in any manner connected, incidental, or related thereto) shall be paid from the applicable Liquidation Trust Assets prior to any distribution to the Liquidation Trust Beneficiaries (subject to the limitations set forth in this Agreement and the Plan). If the cash in the Liquidation Trust shall be insufficient to compensate and reimburse the Liquidation Trustee or the members of the Liquidation Trust Supervisory Board, as the case may be, for any amounts to which they are entitled hereunder, then the Liquidation Trustee is hereby authorized to reduce to cash that portion of the Liquidation Trust Assets that are causes of action necessary so as to effect such compensation and reimbursement, subject to the terms of the Plan.

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8.8         Periodic Reporting; Filing Requirements.

8.8.1.   Beginning the first quarter-end following the Effective Date and continuing on each quarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of such period, the Liquidation Trust shall File quarterly reports with the Bankruptcy Court. Each quarterly report shall contain a cash flow statement which shall show Distributions by Class during the prior quarter, an unaudited balance sheet, the terms of any settlement of an individual Claim in an amount greater than $100,000, the terms of any litigation settlement where the Cause of Action or the Liquidation Trust Action was greater than $100,000 or the settlement is for more than $100,000, the terms of any sale of Estate Assets where the proceeds of such sale are $100,000 or greater, and such other information as the Liquidation Trust determines is material.

8.8.2. Until the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall, as soon as practicable after the end of each calendar year and upon termination of the Liquidation Trust, provide or make available a written report and account to the holders of Liquidation Trust Interests, which report and account sets forth (i) the assets and liabilities of the Liquidation Trust at the end of such calendar year or upon termination and the receipts and disbursements of the Liquidation Trust for such calendar year or period, and (ii) changes in the Liquidation Trust Assets and actions taken by the Liquidation Trustee in the performance of its duties under the Plan or the Liquidation Trust Agreement that the Liquidation Trustee determines in its discretion may be relevant to holders of Liquidation Trust Interests, such as material changes or actions that, in the opinion of the Liquidation Trustee, may have a material effect on the Liquidation Trust Assets that were not previously reported. The Liquidation Trust may provide or make available to holders of Liquidation Trust Interests similar reports for such interim periods during the calendar year as the Liquidation Trustee deems advisable. So long as no Exchange Act Registration for the Class A Liquidation Trust Interests shall have become effective, such reports may be provided or made available to the holders of Liquidation Trust Interests, in the discretion of the Liquidation Trustee, by any reasonable means, including U.S. mail, electronic transmission, display on IntraLinks or a similar virtual data room to which holders shall have access, or publication to a publicly-available website or by press release distributed via a generally recognized business news service.

8.8.3.   Following the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall provide or make available to the holders of Liquidation Trust Interests, either by publication to a publicly-available website or by press release distributed via a generally recognized business news service, copies of all current reports on Form 8-K, quarterly reports on Form 10-Q, and annual reports on Form 10-K that may be required to be filed by the Liquidation Trust with the SEC under the Exchange Act, which copies are to be so provided or made available promptly after such filing.

8.8.4.   The Liquidation Trustee shall file tax returns for the Liquidation Trust as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a) and any other applicable laws or regulations. In addition, the Liquidation Trustee shall file in a timely manner such other tax returns as are required by applicable law and pay any taxes shown as due thereon. The Liquidation Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Liquidation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement.

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8.8.5.   The tax returns filed by the Liquidation Trustee shall report all Liquidation Trust earnings for the taxable year being reported.

8.9          Confidentiality. Except as required in the performance of his or her duties, the Liquidation Trustee shall, while serving as Liquidation Trustee under this Agreement, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any Person to which any of the Liquidation Trust Assets relate or of which he has become aware in his or her capacity as Liquidation Trustee.

ARTICLE IX

MAINTENANCE OF RECORDS

9.1         The Liquidation Trustee shall maintain books and records containing a description of all property from time to time constituting the Liquidation Trust Assets and an accounting of all receipts and disbursements. Such books and records may be destroyed without further notice to parties or approval of the Bankruptcy Court five (5) years after the final report to the Bankruptcy Court has been rendered by the Liquidation Trustee (unless such records and documents are necessary to fulfill the Liquidation Trustee’s obligations pursuant to this Agreement). Notwithstanding the foregoing, during the term of the Liquidation Trust, the Liquidation Trustee may destroy business records transferred by Debtors to the Liquidation Trust thirty (30) days after delivery of written notice to the Liquidation Trust Supervisory Board of the Liquidation Trustee’s intent to destroy such records, unless prior to the expiration of such 30-day period, the Liquidation Trust Supervisory Board shall have objected in writing to the destruction of such records. The Liquidation Trustee may estimate and include, as part of the Liquidation Trustee’s compensation, a reasonable sum to be used for the purposes of maintaining, accessing and destroying records during the term of the Liquidation Trust and for up to five (5) years thereafter. The Liquidation Trust Supervisory Board shall have the right to inspect the books and records of the Liquidation Trust upon reasonable prior written notice to the Liquidation Trustee of such inspection.

ARTICLE X

DURATION OF LIQUIDATION TRUST

10.1       Duration. This Agreement, the establishment of the Liquidation Trust, and the transfer of Liquidation Trust Assets to the Liquidation Trust pursuant to Section 2.3 hereof shall be effective on the Effective Date immediately prior to the dissolution of the Debtors (other than the Remaining Debtors) under Section 5.2.3 of the Plan. Thereupon, this Agreement shall remain and continue in full force and effect until the Liquidation Trust is terminated in accordance with the provisions of this Agreement and the Plan.

10.2      Termination of the Liquidation Trust. The Liquidation Trustee and the Liquidation Trust shall be discharged or terminated, as the case may be, at such time as: (a) the Liquidation Trustee determines that the pursuit of additional Liquidation Trust Actions is not likely to yield sufficient additional proceeds to justify further pursuit of such Liquidation Trust Actions and (b) all distributions required to be made by the Liquidation Trustee to the holders of Allowed Claims and to the Liquidation Trust Beneficiaries under the Plan and this Agreement have been made, but in no event shall the Liquidation Trust be terminated later than five (5) years from the Effective Date unless the Bankruptcy Court, upon motion made within the six-month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made at least six (6) months before the end of the preceding extension), determines that a fixed period extension (not to exceed three (3) years, together with any prior extensions, unless a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the Liquidation Trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete the recovery on, and liquidation of, the Liquidation Trust Assets. The Liquidation Trust may not be terminated at any time by the Liquidation Trust Beneficiaries. Upon termination of the Liquidation Trust, any remaining Liquidation Trust Assets that exceed the amounts required to be paid under the Plan may be transferred by the Liquidation Trustee to the American Bankruptcy Institute Endowment Fund. The Liquidation Trustee shall promptly provide the Delaware Trustee notice of any such extension granted pursuant to this Section 10.2.

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10.3       Continuance of Liquidation Trust for Winding Up. After the termination of the Liquidation Trust and for the purpose of liquidation and winding up the affairs of the Liquidation Trust, the Liquidation Trustee shall continue to act as such until his or her duties have been fully performed, including such post-distribution tasks as necessary to wind up the affairs of the Liquidation Trust. Subject to the provisions of Section 9.1 hereof, after the termination of the Liquidation Trust, the Liquidation Trustee shall retain or cause to be retained for a period of five (5) years the books, records, Liquidation Trust Beneficiary lists, and certificates and other documents and files which shall have been delivered to or created by the Liquidation Trustee. At the Liquidation Trustee’s discretion, all of such records and documents may, but need not, be destroyed at any time after five (5) years from the completion and winding up of the affairs of the Liquidation Trust. Except as otherwise specifically provided herein, upon the discharge of all liabilities of the Liquidation Trust and final distribution of the Liquidation Trust, the Liquidation Trustee shall have no further duties or obligations hereunder.

10.4       Dissolution. Upon the dissolution of the Liquidation Trust and completion of the winding up of the Liquidation Trust’s affairs, a Certificate of Cancellation canceling the Certificate of Trust of the Liquidation Trust shall be filed with the Delaware State Office, which Certificate of Cancellation may be executed by the Liquidation Trustee and the Delaware Trustee (acting at the written direction of the Liquidation Trustee which shall state that the dissolution of the Liquidation Trust and the winding up of the Liquidation Trust’s affairs have been duly completed).

ARTICLE XI

DELAWARE TRUSTEE

11.1        Delaware Trustee.

11.1.1. The Delaware Trustee shall constitute one of the trustees of the Liquidation Trust for the sole and limited purpose of satisfying the requirements of Section 3807(a) of the Delaware Act, shall have only the duties (including fiduciary duties), rights, obligations and liabilities specifically provided for in this Agreement and the Delaware Act, and shall have no implied duties (including fiduciary duties), rights, obligations or liabilities with respect to the business and affairs of the Liquidation Trust. The Delaware Trustee shall not participate in any decisions relating to, or possess any authority independently to manage or control, the business and affairs of the Liquidation Trust. The Delaware Trustee may, and hereby is authorized to, take such action or refrain from taking such action under this Agreement as it may be directed in writing by the Liquidation Trustee from time to time (upon which the Delaware Trustee shall be entitled to conclusively and exclusively rely); provided, however, that the Delaware Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is reasonably likely to subject the Delaware Trustee to personal liability or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Liquidation Trust or the Delaware Trustee is a party or is otherwise contrary to law. Notwithstanding anything to the contrary hereunder, the duties, liabilities and obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the Liquidation Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware that the Delaware Trustee is required to execute under Section 3811 of the Delaware Act at the written direction of the Liquidation Trustee and there shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity, of the Delaware Trustee. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Liquidation Trust, the other parties hereto or any beneficiary of the Liquidation Trust, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 11.1.1.

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11.1.2. So long as required by the Delaware Act, there shall be one (1) Delaware Trustee who or which shall be (i) a natural person who is a resident of the State of Delaware or (ii) if not a natural person, an entity that has its principal place of business in the State of Delaware, otherwise meets the requirements of applicable law, and shall act through one or more persons authorized to bind such entity.

11.1.3. The Delaware Trustee may resign at any time and, if at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 11.1, it shall resign immediately, by giving written notice thereof to the Liquidation Trustee.  If the Delaware Trustee shall resign, the Liquidation Trustee shall promptly appoint a successor Delaware Trustee, and such successor Delaware Trustee and the resigning Delaware Trustee shall execute and deliver an instrument to effect such resignation and appointment, and thereupon the resignation of the resigning Delaware Trustee shall become effective and the successor Delaware Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and obligations of the resigning Delaware Trustee. If no successor Delaware Trustee shall have been so appointed and have accepted appointment within forty-five (45) days after the giving of such notice of resignation, the resigning Delaware Trustee may, at the expense of the Liquidation Trust, petition any court of competent jurisdiction for the appointment of a successor Delaware Trustee. Upon the appointment of a successor Delaware Trustee, such successor Delaware Trustee shall file a certificate of amendment to the certificate of trust of the Liquidation Trust in accordance with Section 3810 of the Delaware Act.

11.2        Limitation of Delaware Trustee Liability.

 11.2.1. The Delaware Trustee shall not be liable for the acts or omissions of the Liquidation Trust, the Liquidation Trustee or any other person or entity, nor shall the Delaware Trustee be liable for supervising or monitoring the performance of the duties of the Liquidation Trustee or the Liquidation Trust or of any other person or entity under this Agreement or any related document. The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct.  In particular, but not by way of limitation:

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(a)      The Delaware Trustee shall not be personally liable for any error or judgment made by a responsible officer or other authorized officer of the Delaware Trustee in good faith;

(b)      No provision of this Agreement shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder;

(c)      Under no circumstance shall the Delaware Trustee, in its individual capacity or in its capacity as Delaware Trustee, or any member, partner, shareholder, director, officer, employee, agent, affiliate or advisor of the Delaware Trustee or their respective affiliates be personally liable for any representation, warranty, covenant, agreement, liability or indebtedness of the Liquidation Trust, as all such representations, warranties, covenants, agreements, liabilities or indebtedness of the Liquidation Trust are those of the Liquidation Trust as an entity;

(d)      The recitals contained herein shall not be taken as the statements of the Delaware Trustee, and the Delaware Trustee does not assume any responsibility for their correctness. The Delaware Trustee shall not be personally responsible for or in respect of, and the Delaware Trustee makes no representations as to, the title to, or value or condition of, the property of the Liquidation Trust or any part thereof, including the Corporation Assets and the other Liquidation Trust Assets, nor as to the validity or sufficiency of this Agreement or any related certificate, instrument or other document;

(e)     The Delaware Trustee may conclusively rely and shall be fully protected, and shall incur no liability to anyone, in acting or refraining from acting in good faith and in reliance upon any signature, instrument, notice, resolution, request, instruction, direction, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a resolution of any governing body of any person as conclusive evidence that such resolution has been duly adopted by such person and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein or whenever the Delaware Trustee shall deem it desirable that a fact or matter be proved or established prior to taking, suffering or omitting any action hereunder (including direction by the Liquidation Trustee with respect to such action), the Delaware Trustee may for all purposes hereof rely on a certificate, signed by any officer of the party delivering the certificate or, in the case of the Liquidation Trustee, signed by the Liquidation Trustee, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(f)       In the exercise or administration of its duties hereunder, the Delaware Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and (ii) may consult with counsel, accountants and other skilled persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons; and

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(g)      In accepting and performing its duties hereunder the Delaware Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee or the Liquidation Trust by reason of the transactions contemplated by this Agreement shall look only to the Liquidation Trust Assets for payment or satisfaction thereof.

11.3       Compensation and Expenses of Delaware Trustee. The Delaware Trustee shall be entitled to receive, and the Liquidation Trust shall pay the Delaware Trustee, reasonable compensation as determined by the Liquidation Trustee. The Delaware Trustee and any director, officer, affiliate, employee, employer, professional, agent or representative of the Delaware Trustee shall be advanced expenses, defended, held harmless and indemnified from time to time by the Liquidation Trust against any and all losses, claims, costs, expenses and liabilities to which such indemnified parties may be subject arising hereunder or in connection herewith; provided, however, that the indemnification obligations arising pursuant to this Section 11.3 shall indemnify neither the Delaware Trustee nor any director, officer, affiliate, employee, employer, professional, agent or representative of the Delaware Trustee for any actions taken by such indemnified parties which constitute bad faith or willful misconduct. Satisfaction of any obligation of the Liquidation Trust arising pursuant to the terms of this Section 11.3 shall be payable only from the Liquidation Trust Assets and pursuant to Article V of this Agreement. Such right to payment shall be prior and superior to the Liquidation Trust Beneficiaries’ rights to receive distributions from the Liquidation Trust of the Liquidation Trust Assets. The provisions of this Section 11.3 shall survive the termination of this Agreement and the earlier removal or resignation of the Delaware Trustee.

ARTICLE XII

MISCELLANEOUS

12.1       Preservation of Privilege. In connection with the rights, claims, and causes of action that constitute Liquidation Trust Assets, any attorney-client privilege, work-product doctrine, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Liquidation Trust pursuant to the terms of the Plan or otherwise shall vest in the Liquidation Trustee and his or her representatives, and the Liquidation Trustee is authorized to take all necessary actions to effectuate the transfer of such privileges, as necessary. The Liquidation Trustee’s receipt of such privileges shall not operate as a waiver of any other privileges or immunities possessed or retained by the Debtors.

12.2        Notices. Unless otherwise expressly provided herein, all notices to be given to Liquidation Trust Beneficiaries may be given by ordinary mail, or may be delivered personally, to the holders at the addresses appearing on the books kept by the Liquidation Trustee. Any notice or other communication which may be or is required to be given, served, or sent to the Liquidation Trust or the Liquidation Trust Supervisory Board, as applicable, shall be in writing and shall be sent by registered or certified United States mail, return receipt requested, postage prepaid, or transmitted by hand delivery (if receipt is confirmed) addressed as follows:

24

 If to the Liquidation Trust:

Liquidation Trustee

Michael I. Goldberg

Akerman, LLP

350 East Las Olas Boulevard, Suite 1600

Fort Lauderdale, FL  33301

With copy to:

Pachulski Stang Ziehl & Jones LLP

10100 Santa Monica Blvd., 13th Floor

Los Angeles, CA  90067-4003

Attn:          Richard M. Pachulski, Esq.

If to the Delaware Trustee:

Wilmington Trust, National Association

1100 North Market Street

Wilmington, DE 19890

Attn:  Corporate Trust Administration/David Young

Email:  dyoung@wilmingtontrust.com

Phone:  (302) 636-5216

Fax:  (302) 636-4149

If to the Liquidation Trust Supervisory Board:

Pachulski Stang Ziehl & Jones LLP

10100 Santa Monica Blvd., 13th Floor

Los Angeles, CA  90067-4003

Attn:  Richard M. Pachulski, Esq.

12.3       No Bond. Notwithstanding any state law to the contrary, neither the Liquidation Trustee (including any successor) nor the Delaware Trustee (including any successor) shall be exempt from giving any bond or other security in any jurisdiction, unless the Liquidation Trustee or the Liquidation Trust Supervisory Board decide in their reasonable judgment to obtain such bond or other security. Subject to Section 8.7, the Liquidation Trustee is hereby authorized, but not required to obtain all reasonable insurance coverage for itself, its agents, representatives, employees or independent contractors, including coverage with respect to the liabilities, duties and obligations of the Liquidation Trustee and its agents, representatives, employees or independent contractors under this Agreement and the Plan. Subject to Section 8.7, the cost of any such insurance coverage shall be an expense of the Liquidation Trust and paid out of the Liquidation Trust Assets.

12.4       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (excluding conflict of laws rules), including all matters of validity, construction and administration; provided, however, that there shall not be applicable to the Liquidation Trust, the Liquidation Trustee or this Agreement, any provisions of the laws (statutory or common) of the State of Delaware, other than the Delaware Act, pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof, (i) the filing with any court or governmental body or agency of trustee accounts or schedule of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income and principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees.

25

12.5        Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

12.6        Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or understanding of this Agreement or any provision hereof.

12.7        Cumulative Rights and Remedies.The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies under law or in equity.

12.8       No Execution. All funds in the Liquidation Trust shall be deemed in custodia legis until such times as the funds have actually been paid to or for the benefit of a Liquidation Trust Beneficiary, and no Liquidation Trust Beneficiary or any other Person can execute upon, garnish or attach the Liquidation Trust Assets or the Liquidation Trust in any manner or compel payment from the Liquidation Trust except by Final Order of the Bankruptcy Court. Payment will be solely governed by this Agreement and the Plan.

12.9       Intention of Parties to Establish Grantor Liquidation Trust. This Agreement is intended to create a grantor trust for United States federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as such a grantor trust. Consistent with Revenue Procedure 82-58, 1982-2 C.B. 847, as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484, the Liquidation Trust shall be treated as a liquidating trust pursuant to Treasury Regulation Section 301.7701-4(d) and as a grantor trust pursuant to Sections 671-677 of the Internal Code of 1986 as amended. As such, for federal income tax purposes, the Liquidation Trust Beneficiaries will be treated as both the grantors and the deemed owners of the Liquidation Trust.

12.10      Amendment. This Agreement may be amended from time to time (a) by order of the Bankruptcy Court or (b) by a written instrument signed by the Liquidation Trustee; provided, that in the case of clause (b) above, (i) any such amendment shall require the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board; (ii) any such amendment that would adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such shall require the consent of each such adversely and disproportionately affected Beneficiary; and any such amendment that affects the Delaware Trustee’s duties, obligations, rights, privileges or protections hereunder shall require the written consent of the Delaware Trustee.

26

12.11     Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12.12     Counterparts and Facsimile Signatures. This Agreement may be executed in counterparts and a facsimile or other electronic form of signature shall be of the same force and effect as an original.

12.13     Jurisdiction. The Bankruptcy Court shall have jurisdiction regarding the Liquidation Trust, the Liquidation Trustee, the Liquidation Trust Supervisory Board, and the Liquidation Trust Assets, including the determination of all disputes arising out of or related to administration of the Liquidation Trust. The Bankruptcy Court shall have continuing jurisdiction and venue to hear and finally determine all disputes and related matters arising out of or related to this Agreement or the administration of the Liquidation Trust. The parties expressly consent to the Bankruptcy Court hearing and exercising such judicial power as is necessary to finally determine all such disputes and matters. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in this Agreement, then the provisions of this Agreement shall have no effect on and shall not control, limit or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter, and all applicable references in this Agreement to an order or decision of the Bankruptcy Court shall instead mean an order or decision of such other court of competent jurisdiction.

[The remainder of this page is intentionally left blank.]

27

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

DEBTORS:

215 North 12th Street, LLC

695 Buggy Circle, LLC

Addison Park Investments, LLC

Anchorpoint Investments, LLC

Arborvitae Investments, LLC

Archivolt Investments, LLC

Arlington Ridge Investments, LLC

Arrowpoint Investments, LLC

Baleroy Investments, LLC

Basswood Holding, LLC

Bay Village Investments, LLC

Bear Brook Investments, LLC

Beech Creek Investments, LLC

Bellflower Funding, LLC

Bishop White Investments, LLC

Black Bass Investments, LLC

Black Locust Investments, LLC

Blazingstar Funding, LLC

Bluff Point Investments, LLC

Bowman Investments, LLC

Bramley Investments, LLC

Brise Soleil Investments, LLC

Broadsands Investments, LLC

Brynderwen Investments, LLC

Buggy Circle Holdings, LLC

Cablestay Investments, LLC

Cannington Investments, LLC

Carbondale Doocy, LLC

Carbondale Glen Lot A-5, LLC

Carbondale Glen Lot D-22, LLC

Carbondale Glen Lot E-24, LLC

Carbondale Glen Lot GV-13, LLC

Carbondale Glen Lot L-2, LLC

Carbondale Glen Lot SD-14, LLC

Carbondale Glen Lot SD-23, LLC

Carbondale Glen Mesa Lot 19, LLC

Carbondale Glen River Mesa, LLC

Carbondale Glen Sundance Ponds, LLC

Carbondale Glen Sweetgrass Vista, LLC

Carbondale Peaks Lot L-l, LLC

Carbondale Spruce 101, LLC

Carbondale Sundance Lot 15, LLC

Carbondale Sundance Lot 16, LLC

Castle Pines Investments, LLC

Centershot Investments, LLC

Chaplin Investments, LLC

Chestnut Investments, LLC

Chestnut Ridge Investments, LLC

Clover Basin Investments, LLC

Coffee Creek Investments, LLC

Craven Investments, LLC

Crossbeam Investments, LLC

Crowfield Investments, LLC

Crystal Valley Holdings, LLC

Crystal Woods Investments, LLC

Cuco Settlement, LLC

Daleville Investments, LLC

Deerfield Park Investments, LLC

Derbyshire Investments, LLC

Diamond Cove Investments, LLC

Dixville Notch Investments, LLC

Dogwood Valley Investments, LLC

Dollis Brook Investments, LLC

Donnington Investments, LLC

Doubleleaf Investments, LLC

Drawspan Investments, LLC

Eldredge Investments, LLC

Elstar Investments, LLC

Emerald Lake Investments, LLC

Fieldpoint Investments, LLC

Franconia Notch Investments, LLC

Frog Rock Investments, LLC

Gateshead Investments, LLC

Glenn Rich Investments, LLC

Goose Rocks Investments, LLC

Goosebrook Investments, LLC

Graeme Park Investments, LLC

Grand Midway Investments, LLC

Gravenstein Investments, LLC

Green Gables Investments, LLC

Grenadier Investments, LLC

Grumblethorpe Investments, LLC

H10 Deerfield Park Holding Company, LLC

H11 Silk City Holding Company, LLC

H12 White Birch Holding Company, LLC

H13 Bay Village Holding Company, LLC

H14 Dixville Notch Holding Company, LLC

H15 Bear Brook Holding Company, LLC

H16 Monadnock Holding Company, LLC

H17 Pemigewasset Holding Company, LLC

H18 Massabesic Holding Company, LLC

H19 Emerald Lake Holding Company, LLC

H2 Arlington Ridge Holding Company, LLC

By:
Bradley D. Sharp, solely in his capacity as Chief Restructuring Officer

[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]

H20 Bluff Point Holding Company, LLC

H21 Summerfree Holding Company, LLC

H22 Papirovka Holding Company, LLC

H23 Pinova Holding Company, LLC

H24 Stayman Holding Company, LLC

H25 Elstar Holding Company, LLC

H26 Gravenstein Holding Company, LLC

H27 Grenadier Holding Company, LLC

H28 Black Locust Holding Company, LLC

H29 Zestar Holding Company, LLC

H30 Silver Maple Holding Company, LLC

H31 Addison Park Holding Company, LLC

H32 Arborvitae Holding Company, LLC

H33 Hawthorn Holding Company, LLC

H35 Hornbeam Holding Company, LLC

H36 Sturmer Pippin Holding Company, LLC

H37 Idared Holding Company, LLC

H38 Mutsu Holding Company, LLC

H39 Haralson Holding Company, LLC

H4 Pawtuckaway Holding Company, LLC

H40 Bramley Holding Company, LLC

H41 Grumblethorpe Holding Company, LLC

H43 Lenni Heights Holding Company, LLC

H44 Green Gables Holding Company, LLC

H46 Beech Creek Holding Company, LLC

H47 Summit Cut Holding Company, LLC

H49 Bowman Holding Company, LLC

H5 Chestnut Ridge Holding Company, LLC

H50 Sachs Bridge Holding Company, LLC

H51 Old Carbon Holding Company, LLC

H52 Willow Grove Holding Company, LLC

H53 Black Bass Holding Company, LLC

H54 Seven Stars Holding Company, LLC

H55 Old Maitland Holding Company, LLC

H56 Craven Holding Company, LLC

H58 Baleroy Holding Company, LLC

H59 Rising Sun Holding Company, LLC

H6 Lilac Meadow Holding Company, LLC

H60 Moravian Holding Company, LLC

H61 Grand Midway Holding Company, LLC

H64 Pennhurst Holding Company, LLC

H65 Thornbury Farm Holding Company, LLC

H66 Heilbron Manor Holding Company, LLC

H68 Graeme Park Holding Company, LLC

H7 Dogwood Valley Holding Company, LLC

H70 Bishop White Holding Company, LLC

H74 Imperial Aly Holding Company, LLC

H76 Diamond Cove Holding Company, LLC

H8 Melody Lane Holding Company, LLC

H9 Strawberry Fields Holding Company, LLC

Hackmatack Investments, LLC

Haffenburg Investments, LLC

Haralson Investments, LLC

Harringworth Investments, LLC

Hawthorn Investments, LLC

Hazelpoint Investments, LLC

Heilbron Manor Investments, LLC

Hollyline Holdings, LLC

Hollyline Owners, LLC

Hornbeam Investments, LLC

Idared Investments, LLC

Imperial Aly Investments, LLC

Ironsides Investments, LLC

Kirkstead Investments, LLC

Lenni Heights Investments, LLC

Lilac Meadow Investments, LLC

Lilac Valley Investments, LLC

Lincolnshire Investments, LLC

Lonetree Investments, LLC

Longbourn Investments, LLC

M10 Gateshead Holding Company, LLC

M11 Anchorpoint Holding Company, LLC

M13 Cablestay Holding Company, LLC

M14 Crossbeam Holding Company, LLC

M15 Doubleleaf Holding Company, LLC

M16 Kirkstead Holding Company, LLC

M17 Lincolnshire Holding Company, LLC

M19 Arrowpoint Holding Company, LLC

M22 Drawspan Holding Company, LLC

M24 Fieldpoint Holding Company, LLC

M25 Centershot Holding Company, LLC

M26 Archivolt Holding Company, LLC

M27 Brise Soleil Holding Company, LLC

M28 Broadsands Holding Company, LLC

M29 Brynderwen Holding Company, LLC

M31 Cannington Holding Company, LLC

M32 Dollis Brook Holding Company, LLC

M33 Harringworth Holding Company, LLC

M34 Quarterpost Holding Company, LLC

M36 Springline Holding Company, LLC

M37 Topchord Holding Company, LLC

M38 Pemberley Holding Company, LLC

M39 Derbyshire Holding Company, LLC

M40 Longbourn Holding Company, LLC

M41 Silverthorne Holding Company, LLC

M43 White Dome Holding Company, LLC

M44 Wildernest Holding Company, LLC

M45 Clover Basin Holding Company, LLC

M46 Owl Ridge Holding Company, LLC

M48 Vallecito Holding Company, LLC

M49 Squaretop Holding Company, LLC

M5 Stepstone Holding Company, LLC

M50 Wetterhorn Holding Company, LLC

M51 Coffee Creek Holding Company, LLC

M53 Castle Pines Holding Company, LLC

M54 Lonetree Holding Company, LLC

By:
Bradley D. Sharp, solely in his capacity as Chief Restructuring Officer

[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]

M56 Haffenburg Holding Company, LLC

M57 Ridgecrest Holding Company, LLC

M58 Springvale Holding Company, LLC

M60 Thunder Basin Holding Company, LLC

M61 Mineola Holding Company, LLC

M62 Sagebrook Holding Company, LLC

M63 Crowfield Holding Company, LLC

M67 Mountain Spring Holding Company, LLC

M68 Goosebrook Holding Company, LLC

M70 Pinney Holding Company, LLC

M71 Eldredge Holding Company, LLC

M72 Daleville Holding Company, LLC

M73 Mason Run Holding Company, LLC

M74 Varga Holding Company, LLC

M75 Riley Creek Holding Company, LLC

M76 Chaplin Holding Company, LLC

M77 Frog Rock Holding Company, LLC

M79 Chestnut Company, LLC

M80 Hazelpoint Holding Company, LLC

M83 Mt. Holly Holding Company, LLC

M85 Glenn Rich Holding Company, LLC

M86 Steele Hill Holding Company, LLC

M87 Hackmatack Hills Holding Company, LLC

M88 Franconia Notch Holding Company, LLC

M89 Mount Washington Holding Company, LLC

M9 Donnington Holding Company, LLC

M90 Merrimack Valley Holding Company, LLC

M91 Newville Holding Company, LLC

M92 Crystal Woods Holding Company, LLC

M93 Goose Rocks Holding Company, LLC

M94 Winding Road Holding Company, LLC

M95 Pepperwood Holding Company, LLC

M96 Lilac Valley Holding Company, LLC

M97 Red Woods Holding Company, LLC

M99 Ironsides Holding Company, LLC

Mason Run Investments, LLC

Massabesic Investments, LLC

Melody Lane Investments, LLC

Merrimack Valley Investments, LLC

Mineola Investments, LLC

Monadnock Investments, LLC

Moravian Investments, LLC

Mount Washington Investments, LLC

Mountain Spring Investments, LLC

Mt. Holly Investments, LLC

Mutsu Investments, LLC

Newville Investments, LLC

Old Carbon Investments, LLC

Old Maitland Investments, LLC

Owl Ridge Investments, LLC

Papirovka Investments, LLC

Pawtuckaway Investments, LLC

Pemberley Investments, LLC

Pemigewasset Investments, LLC

Pennhurst Investments, LLC

Pepperwood Investments, LLC

Pinney Investments, LLC

Pinova Investments, LLC

Quarterpost Investments, LLC

Red Woods Investments, LLC

Ridgecrest Investments, LLC

Riley Creek Investments, LLC

Rising Sun Investments, LLC

Sachs Bridge Investments, LLC

Sagebrook Investments, LLC

Seven Stars Investments, LLC

Silk City Investments, LLC

Silver Maple Investments, LLC

Silverleaf Funding, LLC

Silverthorne Investments, LLC

Springline Investments, LLC

Springvale Investments, LLC

Squaretop Investments, LLC

Stayman Investments, LLC

Steele Hill Investments, LLC

Stepstone Investments, LLC

Strawberry Fields Investments, LLC

Sturmer Pippin Investments, LLC

Summerfree Investments, LLC

Summit Cut Investments, LLC

Thornbury Farm Investments, LLC

Thunder Basin Investments, LLC

Topchord Investments, LLC

Vallecito Investments, LLC

Varga Investments, LLC

Wall 123, LLC

Wetterhorn Investments, LLC

White Birch Investments, LLC

White Dome Investments, LLC

Whiteacre Funding, LLC

Wildernest Investments, LLC

Willow Grove Investments, LLC

Winding Road Investments, LLC

WMF Management, LLC

Woodbridge Capital Investments, LLC

Woodbridge Commercial Bridge Loan Fund 1, LLC

Woodbridge Commercial Bridge Loan Fund 2, LLC

Woodbridge Group of Companies, LLC

Woodbridge Investments, LLC

Woodbridge Mezzanine Fund 1, LLC

Woodbridge Mortgage Investment Fund 1, LLC

Woodbridge Mortgage Investment Fund 2, LLC

Woodbridge Mortgage Investment Fund 3, LLC

Woodbridge Mortgage Investment Fund 3A, LLC

Woodbridge Mortgage Investment Fund 4, LLC

Woodbridge Structured Funding, LLC

Zestar Investments, LLC

By:
Bradley D. Sharp, solely in his capacity as Chief Restructuring Officer

[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]

LIQUIDATION TRUSTEE:
By:
	Michael Goldberg, solely in this capacity as Liquidation Trustee under this Agreement

[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]

DELAWARE TRUSTEE:
WILMINGTON TRUST, N.A.
By:
	Name: David B. Young
	Title:   Vice President

[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]

Schedule A

The Liquidation Trustee will receive (i) base compensation at an hourly rate of $550 per hour for 2018, with 10% rate raises commencing at the beginning of calendar years 2019 and 2020; and (ii) incentive compensation as determined by the Liquidation Trust Supervisory Board.

AMENDMENT NO. 1 TO
LIQUIDATION TRUST AGREEMENT

This Amendment No. 1 to Liquidation Trust Agreement (this “Amendment”) is entered into effective as of August 21, 2019 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation Trustee”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (the “Trust Agreement”). Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.

R E C I T A L S

A.         Section 12.10 of the Trust Agreement provides that the Trust Agreement may be amended from time to time by a written instrument signed by the Liquidation Trustee provided that (i) such amendment shall require the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board and (ii) any such amendment that would adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such shall require the consent of each such adversely and disproportionately affected Beneficiary and any such amendment that affects the Delaware Trustee’s duties, obligations, rights, privileges or protections hereunder shall require the written consent of the Delaware Trustee.

B.         This Amendment, a written instrument signed by the Liquidation Trustee, has received the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board. The intent of this Amendment is to authorize the appointment one or more members of the Liquidation Trust Supervisory Board (any such member, a “New Member”) in addition to the five initial members of the Liquidation Trust Supervisory Board (the “Initial Members”). This Amendment does not adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such and does not affect any duties, obligations, rights, privileges or protections of the Delaware Trustee.

C.         Effective as of the Effective Date, the Liquidation Trustee now wishes to amend the Trust Agreement as set forth below.

A G R E E M E N T

NOW, THEREFORE, as of the Effective Date, the Liquidation Trust Agreement is hereby amended to add the bold underlined text (indicated textually in the same manner as the following example: bold underlined text) as set forth below:

1.          Amendment of Section 3.1. Section 3.1 is hereby amended to read in full as follows:

3.1     Liquidation Trust Supervisory Board. The initial members of the Liquidation Trust Supervisory Board shall be Jay Beynon, Dr. Raymond C. Blackburn, Terry Goebel, Lynn Myrick, and John J. O’Neill and the Liquidation Trust Supervisory Board shall include such additional member(s), if any, as the Liquidation Trust Supervisory Board may determine from time to time. The Liquidation Trust Supervisory Board shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and shall supervise the Liquidation Trustee in accordance with this Agreement and the Plan. Except as otherwise set forth herein, approval of a simple majority of the members of such Liquidation Trust Supervisory Board shall be required for the Liquidation Trust Supervisory Board to act on any matter. In the event that votes or consents by the Liquidation Trust Supervisory Board for and against any matter (other than any matter regarding the supervision, evaluation or compensation of the Liquidation Trustee) shall be equally divided, the Liquidation Trustee shall have the power to cast the deciding vote. In the event that a Liquidation Trust Supervisory Board shall not continue to exist under this Agreement, the Liquidation Trustee shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and all references herein to required approval or other action of such Liquidation Trust Supervisory Board shall be of no force or effect. On or promptly following the Effective Date, the Liquidation Trust Supervisory Board shall adopt by-laws that are consistent with the terms and conditions of this Agreement and thereafter may repeal, amend, and restate by-laws from time to time.

2.          Amendment of Section 3.2. Section 3.2 is hereby amended to read in full as follows:

3.2     Resignation/Replacement/Removal of Member of Liquidation Trust Supervisory Board. A member of the Liquidation Trust Supervisory Board may resign following written notice to the Liquidation Trustee and the other members of the Liquidation Trust Supervisory Board. Such resignation will become effective on the later to occur of (i) the day specified in such written notice and (ii) the date that is thirty (30) days after the date such notice is delivered. A member of the Liquidation Trust Supervisory Board may only be removed by entry of a Bankruptcy Court order finding that cause exists to remove such member. In the event that a member of the Liquidation Trust Supervisory Board is removed in accordance with the immediately preceding sentence, dies, becomes incapacitated, resigns or otherwise becomes unavailable for any reason, such member’s replacement shall be appointed (a) in accordance with the Plan or (b) if the Plan does not specify the manner of appointment of such member’s replacement, by the Liquidation Trust Supervisory Board.

3.          Full Force and Effect. Except as amended in this Amendment, the Trust Agreement shall remain in full force and effect. Unless the context otherwise requires, any other document or agreement that refers to the Trust Agreement shall be deemed to refer to the Trust Agreement, giving effect to this Amendment (and any other amendments to the Trust Agreement made from time to time pursuant to its terms).

4.          Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the successor(s) and assign(s) of the party hereto.

5.          Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of laws.

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

/s/ Michael Goldberg

Michael Goldberg, solely in his capacity as Liquidation

Trustee under the Trust Agreement

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

LIQUIDATION TRUST AGREEMENT OF WOODBRIDGE LIQUIDATION TRUST]

AMENDMENT NO. 2 TO

LIQUIDATION TRUST AGREEMENT

This Amendment No. 2 to Liquidation Trust Agreement (this “Amendment”) is entered into effective as of September 13, 2019 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation Trustee”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019  by and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (as amended, the “Trust Agreement”).  Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.

R E C I T A L S

A.          Section 12.10 of the Trust Agreement provides that the Trust Agreement may be amended from time to time by a written instrument signed by the Liquidation Trustee provided that (i) such amendment shall require the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board and (ii) any such amendment that would adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such shall require the consent of each such adversely and disproportionately affected Beneficiary and any such amendment that affects the Delaware Trustee’s duties, obligations, rights, privileges or protections hereunder shall require the written consent of the Delaware Trustee.

B.          This Amendment, a written instrument signed by the Liquidation Trustee, has received the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board.  The intent of this Amendment is to clarify the periodic reporting obligations of the Liquidation Trust in connection with, and following the effectiveness of, an Exchange Act Registration for the purpose of avoiding the time and expense of duplicative periodic reporting under both the Trust Agreement and the Exchange Act and eliminating potential liabilities under the Exchange Act as a result of the release of unaudited financial information and/or other potentially conflicting or inconsistent reports otherwise required under the Trust Agreement.  This Amendment does not adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such and does not affect any duties, obligations, rights, privileges or protections of the Delaware Trustee.

C.          Effective as of the Effective Date, the Liquidation Trustee now wishes to amend the Trust Agreement as set forth below.

A G R E E M E N T

NOW, THEREFORE, as of the Effective Date, the Liquidation Trust Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:  stricken text) and to add the bold underlined text (indicated textually in the same manner as the following example:  bold underlined text) as set forth below:

1.          Amendment of Section 8.8.1.  Section 8.8.1 is hereby amended to read in full as follows:

8.8.1          Beginning the first quarter-end following the Effective Date and continuing on each quarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of such period, the Liquidation Trust shall File quarterly reports with the Bankruptcy Court within the time periods specified in this Section 8.8.1.  Except as otherwise set forth in this Section 8.8.1, E each quarterly report shall contain a cash flow statement which shall show Distributions by Class during the prior quarter, an unaudited balance sheet, the terms of any settlement of an individual Claim in an amount greater than $100,000, the terms of any litigation settlement where the Cause of Action or the Liquidation Trust Action was greater than $100,000 or the settlement is for more than $100,000, the terms of any sale of Estate Assets where the proceeds of such sale are $100,000 or greater, and such other information as the Liquidation Trust determines is material.  Except as otherwise set forth in this Section 8.8.1, the quarterly reports required by this Section 8.8.1 shall be Filed within thirty (30) calendar days after the end of each quarter-end.  Notwithstanding any other provision of this Section 8.8.1, the Liquidation Trust may File with the Bankruptcy Court, (a) in lieu of any quarterly report required under this Section 8.8.1 in respect of any quarter ending on December 31 of any year, a copy of the Annual Report on Form 10-K, if any, filed by the Liquidation Trust with the SEC for the year ended on such date (with the thirty-day deadline set forth in the preceding sentence in respect of such quarterly report being deemed automatically extended to the earlier of (i) the date on which such Annual Report on Form 10-K is due to be filed with the SEC or (ii) as soon as practicable after such Annual Report on Form 10-K is actually filed with the SEC) and (b) in lieu of any quarterly report required under this Section 8.8.1 in respect of any quarter not ending on December 31 of any year, a copy of the Quarterly Report on Form 10-Q, if any, filed by the Liquidation Trust with the SEC in respect of such quarter (with the thirty-day deadline set forth in the preceding sentence in respect of such quarterly report being deemed automatically extended to the earlier of (i) the date on which such Quarterly Report on Form 10-Q is due to be filed with the SEC and (ii) as soon as practicable after such Quarterly Report on Form 10-Q is actually filed with the SEC).  The Filing with the Bankruptcy Court of a copy of any Annual Report on Form 10-K or Quarterly Report on Form 10-Q in accordance with this Section 8.8.1 with respect to any particular quarter shall be deemed to satisfy in full any obligations of the Liquidation Trust to File any quarterly report otherwise required under this Section 8.8.1 for such quarter.

2.          Amendment of Section 8.8.2.  Section 8.8.2 is hereby amended to read in full as follows:

8.8.2          Except as otherwise set forth in this Section 8.8.2, Until the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall, as soon as practicable after the end of each calendar year and upon termination of the Liquidation Trust, provide or make available a written report and account to the holders of Liquidation Trust Interests, which report and account sets forth (i) the assets and liabilities of the Liquidation Trust at the end of such calendar year or upon termination and the receipt and disbursements of the Liquidation Trust for such calendar year or period, and (ii) changes in the Liquidation Trust Assets and actions taken by the Liquidation Trustee in the performance of its duties under the Plan or the Liquidation Trust Agreement that the Liquidation Trustee determines in its discretion may be relevant to holders of Liquidation Trust Interests, such as material changes or actions that, in the opinion of the Liquidation Trustee, may have a material effect on the Liquidation Trust Assets that were not previously reported.  The Liquidation Trust may provide or make available to holders of Liquidation Trust Interests similar reports for such interim periods during the calendar year as the Liquidation Trustee deems advisable.  So long as no Exchange Act Registration for the Class A Liquidation Trust Interests shall have become effective, sSuch reports may be provided or made available to the holders of Liquidation Trust Interests, in the discretion of the Liquidation Trustee, by any reasonable means, including U.S. mail, electronic transmission, display on IntraLinks or similar virtual data room to which holders shall have access, or publication to a publicly-available website or by press release distributed via a generally recognized business news service.  Notwithstanding any other provision of this Section 8.8.2, the Liquidation Trust may, in lieu of any written report or account required under this Section 8.8.2 in respect of a particular calendar year, provide or make available to the holders of Liquidation Trust Interests a copy of the Annual Report on Form 10-K, if any, filed by the Liquidation Trust with the SEC for such calendar year (with any deadline set forth in this Section 8.8.2 for the provision of such written report or account being deemed automatically extended to the earlier of (a) the date on which such Annual Report on Form 10-K is due to be filed with the SEC or (b) as soon as practicable after such Annual Report on Form 10-K is actually filed with the SEC).  The provision of any such Annual Report on Form 10-K in accordance with this Section 8.8.2 with respect to any particular calendar year shall be deemed to satisfy in full all obligations of the Liquidation Trust to provide any written report or account otherwise required under this Section 8.8.2 for such calendar year.

3.          Full Force and Effect.  Except as amended in this Amendment, the Trust Agreement shall remain in full force and effect.  Unless the context otherwise requires, any other document or agreement that refers to the Trust Agreement shall be deemed to refer to the Trust Agreement, giving effect to this Amendment (and any other amendments to the Trust Agreement made from time to time pursuant to its terms).

4.          Successors and Assigns.  This Amendment shall inure to the benefit of and be binding upon the successor(s) and assign(s) of the party hereto.

5.          Governing Law.  This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of laws.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

/s/ Michael Goldberg

Michael Goldberg, solely in his capacity as Liquidation

Trustee under the Trust Agreement

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO

LIQUIDATION TRUST AGREEMENT OF WOODBRIDGE LIQUIDATION TRUST]

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED BY-LAWS
OF
WOODBRIDGE LIQUIDATION TRUST
(Effective August 21, 2019)

ARTICLE I
LIQUIDATION TRUST

1.1 STATUTORY TRUST.

Woodbridge Liquidation Trust (the “Trust”) is a statutory trust formed under and pursuant to the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (as amended, the “Delaware Act”).

1.2 CHARTER AND OTHER LAWS.

The Trust has been formed pursuant to the Certificate of Trust of the Trust filed with the Delaware Secretary of State on February 15, 2019 (the “COT”) and the Liquidation Trust Agreement of the Trust dated as of February 15, 2019 (as amended, the “LTA”). Except were the context otherwise requires, capitalized terms used in these By-Laws without definition are intended to have the meaning given to such terms in the LTA. The provisions of these By-Laws shall at all times be subject to and interpreted in accordance with the COT, the LTA, the Plan, and the Delaware Act. In the case of a conflict between any provision of these By-Laws and any provision of the LTA, the provision of the LTA shall prevail and govern.

ARTICLE II
CORPORATE OFFICES

2.1 PRINCIPAL OFFICE.

The location of the principal office of the Trust shall be determined as set forth in the LTA. The principal office of the Delaware Trustee shall be located at the place specified in the LTA.

2.2 OTHER OFFICES.

Other offices of the Trust may be located inside or outside of the State of Delaware inside or outside at such places as the Liquidation Trustee may designate.

ARTICLE III
LIQUIDATION TRUST SUPERVISORY
BOARD

3.1 POWERS

Subject to the provisions of the Delaware Act and any limitations in the COT or the LTA, the Liquidation Trust Supervisory Board (the “Board”) shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and shall supervise the Liquidation Trustee in accordance with these By-Laws and the Plan.

3.2 NUMBER OF BOARD MEMBERS.

The authorized number of members of the Board (“Board Members”) shall be six (6). The Board Members shall consist of Jay Beynon, Dr. Raymond C. Blackburn, Terry Goebel, Lynn Myrick, John J. O’Neill and M. Freddie Reiss. Each Board Member shall be entitled to (ii) receive all information provided to any Board Member, (ii) participate in meetings and deliberations of the Board, and (ii) cast a single vote on all matters submitted to the Board for approval or other Board action.

3.3 APPOINTMENT AND TERM OF OFFICE OF BOARD MEMBERS.

Except as provided in Section 3.4 of these By-Laws, each Board Member, including a Board Member appointed to fill a vacancy, shall hold office until the expiration of the term, if any, for which appointed and until such Board Member’s successor is appointed or until such Board Member’s earlier death, resignation or removal.

3.4 RESIGNATION; APPOINTMENTS.

Any Board Member may resign at any time following written notice to the Liquidation Trustee and the other Board Members. Such resignation will become effective on the later to occur of (i) the day specified in such written notice and (ii) the date that is thirty (30) days after the date such notice is delivered. In the event that a Board Member is removed in accordance with Section 3.11, dies, becomes incapacitated, resigns or otherwise becomes unavailable for any reason, such Board Member’s replacement shall be appointed (a) in accordance with the Plan or (b) if the Plan does not specify the manner of appointment of such member’s replacement, by the Liquidation Trust Supervisory Board.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the COT, the LTA, the Plan, or these By-Laws, Board Members, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

3.6 REGULAR MEETINGS.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

3.7 SPECIAL MEETINGS; NOTICE.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the Liquidation Trustee, or a majority of the authorized number of Board Members.  Notice of the time and place of special meetings shall be: (i) delivered personally by hand, by courier or by telephone; (ii) sent by United States first-class mail, postage prepaid; (iii) sent by facsimile; or (iv) sent by electronic mail, directed to each Board Member at that Board Member’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Trust’s records.

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If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated to the Board Member. The notice need not specify the place of the meeting (if the meeting is to be held at the Trust’s principal office) or the purpose of the meeting.

3.8 QUORUM.

At all meetings of the Board, a majority of the authorized number of Board Members shall constitute a quorum for the transaction of business. The vote of a majority of the Board Members present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by the COT, the LTA, these By-Laws or the Plan.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Board Members, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Unless otherwise restricted by the COT, the LTA, these By-Laws or the Plan, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10 FEES AND COMPENSATION OF BOARD MEMBERS.

Each Board Member shall receive the compensation in respect of his or her services on the Board and the reimbursement of actual, reasonable and documented out-of-pocket costs and expenses that is specified in the LTA.

3.11 REMOVAL OF BOARD MEMBERS.

A Board Member may be removed from office at any time only by entry of a Bankruptcy Court order finding that cause exists to remove such Board Member, in accordance with the Plan.

3.12 CONFIDENTIALITY.

Each Board Member shall, while serving as a Board Member under the LTA, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any person to which any of the Liquidation Trust Assets relate or of which he or she has become aware in his or her capacity as a Board Member.

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3.13 DEFINITION OF ELECTRONIC TRANSMISSION.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

3.14 ADVANCE NOTICE OF ITEMS TO BE CONSIDERED.

The Liquidation Trustee shall distribute or cause to be distributed to the Board Members, in advance of each meeting of the Board, an agenda for such meeting. The Liquidation Trustee shall use commercially reasonable efforts to cause the agenda to include, in reasonable detail, all motions or other items that are proposed for Board consideration at the meeting for which the agenda has been distributed, including any such motion or other item proposed by any Board Member and submitted to the Liquidation Trustee for inclusion in such agenda; provided, however, that the Liquidation Trustee shall have no obligation to include in any agenda any motion or other item proposed by a Board Member submitted to the Liquidation Trustee later than 10 business days before the meeting to which the agenda relates. No motion or other item proposed by any Board Member for Board consideration may be taken up, seconded, or deliberated or voted upon at any meeting unless such motion or other item has been included in an agenda for the meeting distributed in advance thereof by or on behalf of the Liquidation Trustee. Notwithstanding the foregoing sentence, a motion to take up, deliberate or vote upon a motion or other item not included in an agenda for the meeting distributed in advance thereof by or on behalf of the Liquidation Trustee may be made, seconded and voted upon with the affirmative vote of a majority of the Board Members present at the meeting at which a quorum is present.

ARTICLE IV
COMMITTEES

4.1 COMMITTEES OF BOARD MEMBERS.

The Board may designate one (1) or more committees, each committee to consist of one (I) or more of the Board Members of the Trust. The Board may designate one (1) or more Board Members as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

4.2 COMMITTEE MINUTES.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

ARTICLE V
LIQUIDATION TRUSTEE
AND OFFICERS

5.1 TRUSTEES.

The Trust shall have a Liquidation Trustee and a Delaware Trustee. The Liquidation Trustee and the Delaware Trustee each shall have such authority and perform such duties in the management of the business of the Trust as are prescribed by the LTA. In exercising his authority and performing his duties, the Liquidation Trustee shall be subject to such limitations, and shall be subject such supervision by the Board, as may be prescribed by the LTA.

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5.1 OFFICERS.

The Board may have, at its discretion, a chairperson of the Board and the Trust may have such other officers of the Trust (each an “Officer” and together the “Officers”) as may be recommended by the Liquidation Trustee and appointed by the Board. Any number of offices may be held by the same person.

5.2 APPOINTMENT OF OFFICERS.

The Officers will be those Officers who are appointed from time to time by the Board. The Board shall have sole power and authority to appoint Officers. For the avoidance of doubt, the Liquidation Trustee and the Delaware Trustee are not Officers.

5.3 SUBORDINATE OFFICERS.

The Board may appoint, or empower the Liquidation Trustee or any chief executive officer or president to appoint, such other Officers and agents as the business of the Trust may require. Each of such Officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws or as the Board may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS.

Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an Officer chosen by the Board, by any Officer upon whom such power of removal may be conferred by the Board.

Any Officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the Officer is a party.

5.5 VACANCIES IN OFFICES.

Any vacancy occurring in any office of the Trust shall be filled by the Board or as provided in Section 5.2.

5.6 AUTHORITY AND DUTIES OF OFFICERS.

All Officers of the Trust shall respectively have such authority and perform such duties in the management of the business of the Trust as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

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ARTICLE VI
RECORDS AND REPORTS

6.1 MAINTENANCE AND INSPECTION OF RECORDS.

The Trust shall, either at its principal executive office or at such place or places as designated by the Board, keep or cause to be kept a record of the holders of beneficial interests in the Trust, listing their names and addresses and the number and class of beneficial interests held by each, a copy of the COT, the LTA, and the Plan (in each case, as amended to date), and accounting books and other records.

6.2 INSPECTION BY BOARD MEMBERS.

Any Board Member shall have the right to examine the Trust’s ledger of beneficial interests, a list of its holders thereof, and its other books and records for a purpose reasonably related to his or her position as a Board Member.  A court of competent jurisdiction may summarily order the Trust to permit the Board Member to inspect any and all books and records, the beneficial interest ledger, and the beneficial interest list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

ARTICLE VII
GENERAL MATTERS

7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

The Board, except as otherwise provided in these By-Laws, may authorize the Liquidation Trustee, any Officer or Officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board, or within the powers of the Liquidation Trustee as set forth in the COT, the LTA or the Delaware Act, or within the agency power of such Officer, neither the Liquidation Trustee nor any such Officer or other agent of the Trust shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2 BENEFICIAL INTEREST CERTIFICATES.

The beneficial interests in the Trust shall not be represented by certificates.

7.3 CONSTRUCTION; DEFINITIONS.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the LTA and the Delaware Act shall govern the construction of these By-Laws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a legal entity and a natural person.

7.4 CASH DISTRIBUTIONS.

The Board, subject to any restrictions contained in the COT, the LTA, or the Delaware Act, or the Plan, may (i) declare and pay distributions out of Available Cash to the holders of beneficial interests in the Trust and (ii) set apart out of any of the funds of the Trust available for such cash distribution a reserve or reserves for any proper purpose and may abolish any such reserve.

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7.5 FISCAL YEAR.

The fiscal year of the Trust shall be the calendar year.

7.6 TRANSFER OF INTERESTS.

Beneficial interests in the Trust shall be subject to such restrictions on transfer set forth in, and shall be transferable only in the manner prescribed by, the LTA. Subject to the LTA, beneficial interests in the Trust may be transferred on the books of the Trust only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Trust of the certificate or certificates (if any) representing such beneficial interests endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated beneficial interests), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Trust may reasonably require. No transfer of beneficial interests in the Trust shall be valid as against the Trust for any purpose until it shall have been entered in the records of beneficial interests in the Trust by an entry showing the names of the persons from and to whom it was transferred.

7.7 REGISTERED HOLDERS OF BENEFICIAL INTERESTS.

The Trust:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of beneficial interests in the Trust to receive distributions of cash; and

(ii) shall not be bound to recognize any equitable or other claim to or interest in such beneficial interest or beneficial interests in the Trust on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise required by the COT, the LTA, the Delaware Act or the Plan.

ARTICLE VIII
AMENDMENTS

8.1 BY THE BOARD OF BOARD MEMBERS.

Subject to the provisions of the COT and the LTA, these By-Laws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the Board Members present at any regular or special meeting of the Board at which a quorum is present.

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CERTIFICATE OF LIQUIDATION TRUSTEE

The undersigned, being the duly appointed Liquidation Trustee of Woodbridge Liquidation Trust, a Delaware statutory trust, hereby certifies that the Bylaws to which this Certificate is attached were duly adopted by the Board of said Trust effective August 21, 2019.

/s/ Michael Goldberg

Michael Goldberg,

Liquidation Trustee

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF

WOODBRIDGE WIND-DOWN ENTITY LLC

This Limited Liability Company Agreement (this “Agreement”) of Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (the “Company”), is entered into as of this 15^th day of February, 2019, by the Company’s sole member, Woodbridge Liquidation Trust (the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (as amended, the “Act”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in that certain First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”).

1.          Name. The name of the limited liability company governed hereby is Woodbridge Wind-Down Entity LLC.

2.         Certificates; Fees and Expenses. The Member or any Officer (as defined below) shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby ratifies and approves all actions taken by the Company, any authorized person, any Manager (as defined below) or any Officer in connection with the formation of the Company prior to this Agreement. All fees and expenses incurred with respect to the organization, operation and management of the Company shall be borne by the Company.

3.          Purpose. The purpose of the Company shall be (a) to accept, hold, administer and distribute the Wind-Down Assets in accordance with the provisions of the Plan and this Agreement; (b) to engage in such other activities and businesses that are necessary and/or incidental to the foregoing; and (c) consistent with the purpose of the Liquidation Trust as set forth in Section 5.4.4 of the Plan.

4.         Powers; Title to Property. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company. All property owned by the Company shall be owned by the Company as an entity and the Member shall not have any ownership interest in such property in its individual name, and the Member’s interest in the Company shall be personal property for all purposes. The Company shall hold title to all of its property in the name of the Company and not in the name of the Member.

5.          Principal Business Office. The principal place of business and office of the Company shall be located, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Board (as defined below).

6.          Registered Agent. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate of Formation of the Company or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by the Act. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation of the Company or such other Person as the Member may designate from time to time in the manner provided by the Act.

7.          Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until the dissolution of the Company in accordance with Section 17.

8.         Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Manager, any Officer or any employee or agent of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

9.          Members. The Member was deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The Member will at all times be the sole and exclusive owner of the Company, and the Company will not issue any equity interests to any other Person.

10.        Additional Contributions. The Member is not required to make additional capital contributions to the Company.

11.        Profits and Losses. The Member shall treat all items of income, gain, loss, deduction and credit of the Company as its own.

12.        Distributions. Distributions of cash or other assets of the Company shall be made as and when determined by the Board in its sole discretion; provided, however, that commencing on the first Business Day that is no later than thirty (30) calendar days after the quarter-end of the first full calendar quarter following the Effective Date and continuing on the first Business Day that is no later than thirty (30) calendar days after each calendar quarter-end thereafter, the Company shall remit to the Member as of such quarter-end any Cash in excess of its budgeted reserve for ongoing operations, other anticipated Wind-Down Expenses and its other Plan obligations.

13.        Wind-Down Board.

(a)        Except as otherwise expressly provided herein, management of the Company shall be vested in a board of managers of the Company (the “Board”; and each member of the Board, a “Manager”) comprised of (x) the CEO (as defined below) and (y) two (2) other natural persons, both of whom shall be appointed by the Member. The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, to effectuate and carry out the purposes and business of the Company. To the extent of their powers set forth herein, the Board is an agent of the Company for the purpose of the Company’s business and affairs, and the actions of the Board taken in accordance with such powers set forth herein shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as set forth in a duly adopted resolution of the Board that is not inconsistent with this Agreement and the Plan, no individual Manager, in his or her capacity as such, shall have any authority to bind the Company. The initial Managers shall be as set forth on Schedule A.

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(b)        Managers shall serve until they resign, die, become incapacitated or are removed. Any Manager may resign as such at any time upon giving not less than thirty (30) calendar days’ prior notice thereof to the other members of the Board. Any Manager may be removed as such with Cause (as defined below) by the Member at any time. Any vacancy occurring on the Board may be filled by the Member and shall remain vacant until so filled. For purposes of this Agreement, “Cause” means, with respect to any Manager, (i) the embezzlement, misappropriation of any property or other asset of the Company; (ii) the commission of, or the entering of a plea of nolo contendere or guilty with respect to, any felony whatsoever or any misdemeanor involving moral turpitude; or (iii) any willful and material breach of the terms of this Agreement or the terms of the Plan applicable to such Manager.

(c)        A majority of the then serving Managers shall constitute a quorum for the transaction of business of the Board at a meeting of the Board and the act of a majority of the Managers present at a meeting of the Board at which a quorum is present shall be the act of the Board. Each Manager shall have one vote on all such matters. A Manager who is present at a duly called meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action. Meetings of the Board may be held at such place or places as shall be determined from time to time by resolution of the Board. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any waiver of notice.

(d)        Regular meetings of the Board, if any, shall be held without notice at such times and places as shall be designated from time to time by resolution of the Board. Special meetings of the Board, if any, may be called by any Manager on at least twenty-four (24) hours’ notice to each Manager. Such notice to the Managers need not state the purpose or purposes of, or the business to be transacted at, such meeting, except as may be otherwise required by the Act. The Managers may participate in and hold a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting.

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(e)        Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Board may be taken without a meeting if a consent in writing (including electronically), setting forth the action to be taken, is provided to each Manager and signed (or clearly indicated electronically) by each member of the Board. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Such consent shall be filed with the minutes of the proceedings of the Board.

(f)        Subject to applicable withholding requirements, the compensation of each Manager (other than the CEO) for his or her service on the Board will be $20,000 per month for each calendar month of service during the first year after the Effective Date and $15,000 per month for each calendar month of service after the first year after the Effective Date. The Company shall also reimburse each Manager in respect of all actual, reasonable and documented out-of-pocket costs and expenses incurred by such Manager in accordance with Company policies.

(g)        Managers, in the performance of their duties as such, shall owe to the Company and its Members duties of loyalty and due care of the type owed by the directors of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

14.        Officers.

(a)        The Board may, from time to time, designate and appoint one or more natural persons as an officer of the Company (each, an “Officer”). No Officer need be a resident of the State of Delaware, a Member or a Manager. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Unless the Board otherwise decides and except as may otherwise be provided in any applicable written employment agreement, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to Section 14(d) and any other specific delegation of authority and duties made to such Officer by the Board. Each Officer shall hold office until such Officer’s successor shall be duly designated and qualified or until such Officer’s earlier death or earlier resignation or removal in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by the Board in accordance with the Plan. The Board hereby designates Frederick Chin to hold the office of “Chief Executive Officer” as of the Effective Date (the “CEO”).

(b)        Any Officer (subject to any contract rights available to the Company, if applicable) may resign as such at any time; provided, that the CEO may only resign upon giving not less than thirty (30) calendar days’ prior notice thereof in a notice Filed in the Chapter 11 Cases. Any Officer may be removed as such, either with or without cause, by the Board in its discretion at any time. Any vacancy occurring in any office of the Company may be filled by the Board, subject to the approval of the Member, and shall remain vacant until so filled.

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(c)        Subject to the supervision of the Board and the provisions of this Agreement, the CEO shall have the authority and right, without the need for Bankruptcy Court approval (unless otherwise indicated in the Plan), to carry out and implement all applicable provisions of the Plan for the ultimate benefit of the Member, including to:

(i)          retain, compensate, and employ professionals and other Persons to represent the Company with respect to and in connection with its rights and responsibilities;

(ii)         establish, maintain, and administer accounts of the Debtors as appropriate;

(iii)        maintain, develop, improve, administer, operate, conserve, supervise, collect, settle, and protect the Wind-Down Assets (subject to the limitations described herein or in the Plan);

(iv)       sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the Wind-Down Assets or any part thereof or any interest therein, including through the formation on or after the Effective Date of any new or additional legal entities to be owned by the Company to own and hold particular Wind-Down Assets separate and apart from any other Wind-Down Assets, upon such terms as the CEO determines to be necessary, appropriate, or desirable (subject to the limitations described herein or in the Plan), including the consummation of any sale transaction for any Wind-Down Assets as to which an approval order was entered by the Bankruptcy Court before the Effective Date;

(v)         invest Cash of the Debtors and the Estates, including any Cash realized from the liquidation of the Wind-Down Assets, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b);

(vi)        negotiate, incur, and pay the Wind-Down Expenses, including in connection with the resolution and satisfaction of any Wind-Down Claim Expenses;

(vii)      exercise and enforce all rights and remedies regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor, including any such rights or remedies that any Debtor or any Estate was entitled to exercise or enforce prior to the Effective Date on behalf of a Holder of a Non-Debtor Loan Note Claim, and including rights of collection, foreclosure, and all other rights and remedies arising under any promissory note, mortgage, deed of trust, or other document with such underlying borrower or under applicable law;

(viii)     comply with the Plan, exercise the CEO’s rights, and perform the CEO’s obligations; and

(ix)        exercise such other powers as deemed by the CEO to be necessary and proper to implement the provisions of the Plan.

(d)         Officers, in the performance of their duties as such, shall owe to the Company and its Members duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

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15.          Certain Covenants.

(a)          The Company shall advise the Member regarding the status of the affairs of the Company on at least a monthly basis and shall reasonably make available to the Member such information as is necessary for any reporting by the Member.

(b)          The Company shall advise the Member regarding any material actions by the Board, including the sale of any property prior to entering into a contract of sale or the change in course of the business plan agreed to as part of the Plan. If there is any disagreement between the Company and the Member as to a material matter, in the first instance the Company and the Member shall seek to resolve their dispute regarding such material matter. In the event the Company and the Member cannot resolve the dispute, then no action will be taken regarding such material matter absent an order of the Bankruptcy Court.

(c)          Except as expressly provided herein (including, but not limited to, Section 14(c)) or may be approved by the Member, the Company shall not be entitled to encumber, invest or gift any of its assets or make asset acquisitions.

(d)          The Company shall be subject to the same limitations imposed on the Liquidation Trustee under the terms of the Plan and the Liquidation Trust Agreement.

16.          Indemnification. The Company and the Member shall indemnify the Managers, the Officers and each of their respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, brokers, managers, members, officers, partners, predecessors, principals, professional persons, representatives, and successors (each, an “Indemnified Party”) for, and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence or willful misconduct on the part of the applicable Indemnified Party (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or this Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. In addition, the Company and the Member shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the Indemnified Parties, from and against and with respect to any and all losses, liabilities, damages, judgments, fines, penalties, claims, demands, settlements, costs, or expenses (including the reasonable fees and expenses of their respective professionals) arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Company or the implementation or administration of the Plan if the applicable Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Company. The costs and expenses incurred in enforcing the right of indemnification in this Section 16 shall be paid by the Company or the Member, as applicable.

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17.          Dissolution.

(a)          The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act and (iii) the sale or other disposition of all of the Wind-Down Assets.

(b)          In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale or other transfer of the assets of the Company in an orderly manner).

18.          Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns. The Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. Notwithstanding the foregoing, the Company shall be treated as a disregarded entity for income tax purposes.

19.          Fiscal Year. The fiscal year of the Company for financial, accounting and income tax purposes shall be the same fiscal year as the Member.

20.          Severability. If any term, provision covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

21.          Counterparts. This Agreement may be executed in counterparts and a facsimile or other electronic form of signature shall be of the same force and effect as an original.

22.          Entire Agreement; Conflicts. This Agreement, together with the Plan and the Liquidation Trust Agreement, constitutes the entire agreement of the Member with respect to the subject matter hereof. In the event of any inconsistency or conflict between the terms hereof and (i) the terms of the Plan, the terms of the Plan shall govern and control in each instance, and (ii) the terms of the Liquidation Trust Agreement, the terms of the Liquidation Trust Agreement shall govern and control in each instance.

23.          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

24.         Jurisdiction. The Bankruptcy Court shall have jurisdiction regarding the Member, the Company, the Board and the Wind-Down Assets, including the determination of all disputes arising out of or related to administration of the Company. The Bankruptcy Court shall have continuing jurisdiction and venue to hear and finally determine all disputes and related matters arising out of or related to this Agreement or the administration of the Company. The parties expressly consent to the Bankruptcy Court hearing and exercising such judicial power as is necessary to finally determine all such disputes and matters. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in this Agreement, then the provisions of this Agreement shall have no effect on and shall not control, limit or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter, and all applicable references in this Agreement to an order or decision of the Bankruptcy Court shall instead mean an order or decision of such other court of competent jurisdiction.

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25.          Amendments.    This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

26.        Interpretation.    The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or understanding of this Agreement or any provision hereof. In this Agreement, except to the extent the context otherwise requires, (i) reference to any Section, subsection, clause, Schedule, preamble or recital, is, unless otherwise specified, to that such Section, subsection, clause, Schedule, preamble or recital under this Agreement, (ii) the words “hereof,” “herein,” and similar terms shall refer to this Agreement and not to any particular section of this Agreement, (iii) references to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, supplemented, replaced or restated from time to time in accordance with its terms and subject to compliance with any requirements set forth therein, (iv) references to any law, statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section, (v) references to any party hereto shall include its successors and permitted assigns, (vi) wherever the word “include,” “includes” or “including” is used herein, it shall be deemed to be followed by the words “without limitation,” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision with respect to which such examples are provided, (vii) the words “shall” and “will” are used interchangeably throughout this Agreement, and the use of either connotes a mandatory requirement, (viii) the word “or” is not meant to be exclusive, and shall be interpreted as “and/or”, (ix) unless otherwise specified, references to “day” or “days” are references to calendar days, (x) the terms “Dollars” and “$” mean United States Dollars, (xi) whenever the context required, terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine and (xii) references to any time periods herein that are initiated by the receipt of a notice shall be deemed not to include the date such notice is received in the calculation of such time period.

[The remainder of this page is intentionally left blank.]

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 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

MEMBER
WOODBRIDGE LIQUIDATION TRUST
By:
	Name:  Michael Goldberg
	Title:  Liquidation Trustee

[SIGNATURE PAGE TO LIMITED LIABILITY COMPANY AGREEMENT OF WOODBRIDGE WIND-DOWN ENTITY LLC]

SCHEDULE A 

BOARD OF MANAGERS

Richard Nevins

M. Freddie Reiss

Frederick Chin

EX-10.2

Exhibit 10.2

LOAN AGREEMENT

(REVOLVING LINE OF CREDIT)

This Loan Agreement (Revolving Line of Credit) (the “Agreement”), dated April 9, 2019, for reference purposes only, is executed by and between WB Propco, LLC, a Delaware limited liability company (the “Borrower”), and First Republic Bank (the “Lender”), with reference to the following facts:

A.          Borrower has requested a line of credit loan in the original principal amount of Twenty-Seven Million Six-Hundred and Fifty-Five Thousand and 00/100 Dollars ($27,655,000.00) (referred to as the “Loan” or the “Line of Credit Loan”) from the Lender for the purposes set forth in this Agreement The Loan will be secured by, among other collateral, a Deed of Trust, Fixture Filing, Assignment of Rents and Security Agreement from each Subsidiary Guarantor dated the same date as this Agreement (each a “Deed of Trust” and collectively the “Deeds of Trust) encumbering the real property and improvements more particularly described in each Deed of Trust (collectively, the “Property” and each a “Property”).

B.           Borrower and the Lender desire to enter into this Agreement to establish certain terms and conditions relating to the Loan.

THEREFORE, for valuable consideration, Borrower and the Lender agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following definitions:

1.1         Allocated Loan Amount. “Allocated Loan Amount’ means, with respect to each Property, the Allocated Loan Amount set forth next to such Property listed on Schedule A hereto.

1.2         Borrower’s Application “Borrower’s Application” means the written application, if any, and all financial statements and other information submitted by Borrower to the Lender in connection with the Lender’s approval of the Loan.

1.3         Business Day. “Business Day” means any day other than a day on which commercial banks in California are authorized or required by law to close.

1.4         Collateral. “Collateral” means all real and personal property of Borrower or any third Person now or hereafter securing all or any part of the Obligations.

1.5         Commitment. “Commitment” means an amount equal to the principal face amount of the Note, as amended from time to time

1.6         Default “Default” means any event which, with notice or passage of time or both, would constitute an Event of Default.

1.7         Event of Default. “Event of Default” means the Lender’s declaration by written notice to Borrower of a default by Borrower under the Loan Documents based on the occurrence of one or more of the events described in Section 4.1 of this Agreement.

1.8       Governmental Authorities. “Governmental Authorities” means (a) the United States; (b) the state, county, city or other political subdivision in which any of the Collateral is located; (c) all other governmental or quasigovernmental authorities, boards, bureaus, agencies, commissions, departments, administrative tribunals, instrumentalities and authorities; and (d) all judicial authorities and public utilities having or exercising jurisdiction over Borrower or the Collateral. The term “Governmental Authority” means any one of the Governmental Authorities.

1.9         Governmental Permits. “Governmental Permits” means all permits, approvals, licenses, and authorizations now or hereafter issued by any Governmental Authorities for or in connection with the conduct of Borrower’s business or the ownership or use by Borrower of the Collateral or any of its other assets.

Loan Number: 203909-01	CA - LOC LoanAgmt (CRE)
Obligor No.: 021-0922659	REV. DATE 06/2016

1.10      Governmental Requirements.“Governmental Requirements” means all existing and future laws, ordinances, rules, regulations, orders, and requirements of all Governmental Authorities applicable to Borrower, the Collateral or any of Borrowers other assets.

1.11       Guaranties.“Guaranties” means, collectively, (a) the Continuing Guaranties of Payment and Performance, substantially in the form attached hereto as Exhibit ‘‘C”, now or hereafter executed by the Guarantors, and all extensions, renewals, modifications and replacements of any or all of such documents; and (b) any pledge of or grant of security interest in any certificate of deposit, account, stock, securities, bonds, or other property or asset of any kind if any, now or hereafter executed by any third Person to secure any or all of the Obligations, and all extensions, renewals, modifications and replacements of any or all of such documents (collectively, the “Third Party Pledge Agreements”).

1.12      Guarantors.“Guarantors” means, collectively, (a) the Person or Persons, if any, now or hereafter guaranteeing payment of the Note or payment or performance of any or all of the other Obligations, including the Persons, if any, identified as guarantors in the Loan Schedule: and (b) the Person or Persons, if any, now or hereafter entering into any of the Third Party Pledge Agreements to secure any or all of the Obligations.

1.13       Line of Credit Advance.“Line of Credit Advance” means each advance of principal under the Note made by the Lender to or for the benefit of Borrower pursuant to a Request for Advance or otherwise.

1.14       Loan Closing.“Loan Closing” or “Closing Date” means the date on which the Deeds of Trust are recorded in the official records of the county in which each Property is located.

1.15       Loan Documents.“Loan Documents” means the Note, Deeds of Trust and other Security Agreements, Guaranties, Third Party Pledge Agreements, this Agreement, all other documents otherwise evidencing or securing the Loan, now or hereafter executed by Borrower and any of the Guarantors, respectively, and delivered to the Lender at the Lender’s request in connection with the Loan, and all extensions, renewals, modifications and replacements of any or all of such documents.

1.16       Loan Fee. “Loan Fee” means the Loan fee specified in Section 8 of the Loan Schedule which shall be payable by Borrower to the Lender prior to or on the Loan Closing.

1.17       Loan Schedule.“Loan Schedule” means the Loan Schedule attached to this Agreement as Exhibit A.

1.18       Material Adverse Effect.“Material Adverse Effect” means (i) a material adverse effect on the ability of the Borrower or any Guarantor to perform any of its obligations under any Loan Document, (ii) a material adverse effect on the legality, validity or enforceability of any Loan Document, (iii) a material adverse effect on the rights and remedies of the Lender under any Loan Document, or (iv) a material adverse effect on the value of any Property or condition.

1.19       Maturity Date.“Maturity Date” means the stated maturity date of the Note.

1.20       Minimum Advance Amount.“Minimum Advance Amount” means the minimum principal amount that may be requested by Borrower from the Lender in a Request for Advance under this Agreement as set forth in Section 7.3 of the Loan Schedule.

1.21       Note. “Note” means (a) the promissory note dated the same date as this Agreement executed by Borrower evidencing the Loan and all extensions, renewals, modifications and replacements of such promissory note; and (b) any additional note or notes now or hereafter executed by Borrower in favor of the Lender which specifically recite that they arise out of this Agreement, and all extensions, renewals, modifications and replacements of any or all of such note or notes.

1.22       Obligations.“Obligations” means all debts, obligations, and liabilities of Borrower to the Lender currently existing or hereafter made, incurred, created, or arising under any or all of the Loan Documents.

1.23       Permitted Liens.‘Permitted Liens” means (a) liens in favor of the Lender, (b) liens for taxes (i) not yet delinquent or (ii) being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, (c) easements, rights-of-way, limitations, zoning restrictions and other similar charges or encumbrances recorded against the Property prior to the date hereof.

1.24       Person.“Person” means any natural person or any entity, including any corporation, partnership, joint venture, trust, limited liability company, unincorporated organization, trustee, or Governmental Authority.

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1.25       Real Property Security Instruments. “Real Property Security Instrument” or “Real Property Security Instruments” means, collectively. the Deeds of Trust and any and all other deeds of trust and mortgages if any, now or hereafter executed by Borrower or any other Person pursuant to which Borrower or such Person grants a lien on real property to the Lender to secure any or all of the Obligations, and all extensions, renewals, modifications and replacements of any or all of such documents.

1.26       Release Amount. “Release Amount” means, with respect to each property, the Release Amount set forth next to such Property listed on Schedule A hereto.

1.27       Request for Advance. “Request for Advance” means a written or telephonic request (or other form of request acceptable to the Lender) for an advance of principal under the Line of Credit Note submitted by Borrower to the Lender pursuant to this Agreement

1.28       Security Agreements. ‘Security Agreements” means, collectively, the Personal Property Security Agreements and Real Property Security Instruments.

1.29       Other Terms. All accounting terms with an initial capital letter that are used but not defined in this Agreement shall have the respective meanings given to such terms in accordance with generally accepted accounting principles, consistently applied on the liquidation basis of accounting.

ARTICLE 2

DISBURSEMENT OF LOAN PROCEEDS

2.1         Line of Credit. The Lender agrees, on the terms and conditions contained in this Agreement and the other Loan Documents, to make a line of credit Loan to Borrower during the period from the Closing Date up to but not including the Maturity Date in the aggregate principal amount not to exceed at any time outstanding the amount of the Commitment. Each Line of Credit Advance which shall not utilize the Commitment in full shall be in an amount not less than Minimum Advance Amount.

2.2         Loan Closing; Conditions Precedent. The Lender’s obligation to make the first Line of Credit Advance and extend credit under this Agreement is subject to the Lender’s determination, in its discretion, that Borrower has satisfied all of the Lender’s conditions and requirements with respect to the closing of the Loan, including the following conditions: (a) the Lender’s receipt, at Borrower’s expense, of a lender’s policy of title insurance or a commitment to issue a lender’s policy of title insurance which satisfies the requirements of the Loan Documents; (b) the Lender’s receipt of a policy of fire and casualty insurance, commercial general liability insurance, and such other policies of insurance as are required under the terms of the Loan Documents; (c) the Lender’s receipt of each and all of the Loan Documents, as set forth on the Closing Checklist attached hereto as Exhibit “D”, each of which shall be duly executed by Borrower and the other parties thereto; (d) if Borrower or any other Person executing any of the Loan Documents is other than a natural person, the Lender shall have received such organizational and authorization documents as set forth on the Closing Checklist attached hereto as Exhibit “D”; (e) Borrower shall have paid all fees, charges, and other expenses required to be paid by Borrower under the terms of the Loan Documents as of the Closing Date: and (f) evidence satisfactory to the Lender of the filing of appropriate financing statements on Form UCC-1 and recordation of the Deeds of Trust, in each case, in such office or offices as may be necessary to perfect the security interests purported to be created by the Security Agreements. The documents and items required under this Section are to be provided for the sole benefit of the Lender, and the Lender, at its option, but without any obligation of any kind to do so, may waive any one or more of its requirements under this Section without notice to Borrower or any other Person. Any such waiver by the Lender shall be granted in the Lender’s sole and absolute discretion, and no such waiver shall be binding or enforceable against the Lender unless such waiver is expressly set forth in writing and signed by a duly authorized officer of the Lender. Each of the documents and items to be received by the Lender under this Section shall be acceptable to the Lender in form and substance

2.3         Use of Loan Proceeds. All Loan proceeds received by Borrower shall be used by Borrower solely for payment of those costs, charges. and other items required to be paid out of the proceeds of the Loan as shown in the Loan Documents, general working capital purposes in the ordinary course of Borrower’s business, and any other use specified in the Loan Schedule. The Lender shall have no obligation to monitor or verify the use or application of any Loan proceeds disbursed by the Lender. Borrower shall not, directly or indirectly, use all or any part of the Loan proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (the “Board of Governors’’) or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock or for any purpose which violates or is inconsistent with Regulation X of the Board of Governors, unless such use has been expressly approved in writing by the Lender, in its discretion.

2.4         Initial Loan Fee; Annual Fee. Concurrently with or prior to the Closing Date, Borrower shall pay to the Lender the Loan Fee specified in the Loan Schedule, The entire Loan Fee shall be deemed to be fully earned by the Lender as of the Loan Closing, and no part of the Loan Fee shall be refundable to Borrower, whether or not the principal balance of the Loan is prepaid prior to the Maturity Date. In addition to the Loan Fee, Borrower shall pay to the Lender on the first (1^st) annual anniversary of the Closing Date and on each annual anniversary of the Closing Date thereafter an annual servicing fee equal to Seventy-Five and 00/100 Dollars ($75.00) (the “Annual Fee”). The Annual Fee shall be deemed to be fully earned by the Lender as of the date on which the Annual Fee is payable and shall not be refundable to Borrower, whether or not the principal balance of the Loan is prepaid prior to the Maturity Date.

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2.5         Requests for Advances Under Line of Credit.Each Request for Advance shall indicate the proposed date for the Line of Credit Advance requested by Borrower in the Request for Advance (referred to as the “Advance Date”). Each Request for Advance shall be in form reasonably satisfactory to the Lender. Each Advance Date shall be a Business Day. Provided that no Default or Event of Default has occurred and is continuing and that no material damage or destruction has occurred on a Property, on or about the Advance Date, the Lender shall make the Line of Credit Advance available to Borrower, as elected by Borrower, in immediately available funds by deposit or credit to an account in Borrower’s name established or to be established at one of the Lender’s offices, by check payable directly to Borrower or to a payee designated by Borrower, or by such other method as may be reasonably designated by the Borrower. If material damage or destruction has occurred at a Property, at the option of the Lender, (a) the Line of Credit Advance shall be limited so that the outstanding Loan balance does not exceed the Commitment less the Allocated Loan Amount for the Property where the damage or destruction has occurred; provided that if the Line of Credit Advance is so limited, the Proceeds (as defined in the Deed of Trust for such Property) resulting from such casualty shall be retained by the Borrower and/or applicable Subsidiary Guarantor, or (b) in the event the Loan is fully drawn or is “Overadvanced” (as hereinafter defined), all or a portion of the Proceeds (as defined in such Deed of Trust for such Property), in an amount at no time to exceed the Allocated Loan Amount for such Property, shall be paid over to the Lender and applied to the Loan with a corresponding reduction in the Commitment; provided that, so long as no Event of Default is then continuing, substantially concurrently with such turnover of proceeds and reduction of the Commitment, the Lender will reconvey the Deed of Trust for such Property. In the event the Line of Credit Advance is limited as set forth in clause (a) above, the Line of Credit Advance shall be reinstated by the Lender upon Lender’s receipt of evidence, acceptable to Lender, that the Property has been fully repaired or reconstructed and that the fair market value of the Property is at least as great as it was prior to the date on which the damage or destruction occurred, as demonstrated by an appraisal acceptable to Lender. As used herein, “Overadvanced” means that, not taking into account the Allocated Loan Amount of the damaged or destroyed Property, the outstanding principal balance of the Loan exceeds the Allocated Loan Amount with respect to the balance of the Properties (those Properties other than the damaged or destroyed Property). If the Lender makes a Line of Credit Advance by wire transfer of funds (a “Wire Transfer”) pursuant to a Request for Advance, Borrower acknowledges and agrees that (a) the transmission of the Line of Credit Advance by Wire Transfer may be significantly delayed as a result of Governmental Requirements; and (b) Lender’s standard Wire Transfer fee shall be immediately due and payable by Borrower to the Lender for each Request for Advance made by Wire Transfer, and the Lender, at its option and without further authorization from Borrower, shall have the right to automatically pay such fee from any portion of the Commitment that remains available. Principal, interest, and all other sums owing to the Lender under any of the Loan Documents shall be evidenced by records maintained by the Lender for such purposes. Each payment on and any other credits with respect to the Obligations shall be evidenced by entries in such records, and such entries shall be conclusive and binding on Borrower and all other parties to the Loan Documents.

2.6          Reliance by Lender.The Lender may conclusively presume that all requests, statements, information, certifications, and representations, whether written or oral, submitted or made by Borrower or any of its agents to the Lender in connection with the Loan are true and correct, and the Lender shall be entitled to rely thereon, without investigation or inquiry of any kind by the Lender, in disbursing the Loan proceeds and taking or refraining from taking any other action in connection with the Loan. Without limiting the generality of this Section, Borrower acknowledges and agrees that (a) it is in the best interest of Borrower that the Lender respond to and be entitled to rely upon Requests for Advances that are given by Borrower in writing, by telephone, or by other telecommunication method acceptable to the Lender without the Lender having to inquire into the actual authority of the Person making such request and purporting to act on behalf of Borrower; (b) therefore, the Lender may conclusively rely on any and all Requests for Advances (whether made in writing, by telephone, or by other telecommunication method) made by (i) any Person who purports to be one of the agents of Borrower who has been authorized to act for Borrower in any resolution or other form of authorization of any kind delivered to the Lender (a “Borrower Authorization”); and (ii) any other Person who the Lender in good faith believes to be authorized to act for Borrower (notwithstanding the fact that such other Person is not identified in any Borrower Authorization); and (a) Borrower assumes all risks arising out of any lack of actual authority by any Person submitting any form of Request for Advance (whether made in writing, by telephone, or by other telecommunication method) to the Lender and the Lender’s reliance or, such Request for Advance.

ARTICLE 3

BORROWER’S COVENANTS

3.1         Existence of Borrower.If Borrower is a corporation or other form of entity, Borrower shall maintain its existence in good standing under the laws of the state in which it is organized and maintain its qualification as a foreign entity in good standing in each jurisdiction in which the nature of its business requires qualification as a foreign entity and where the failure to qualify would have a Material Adverse Effect.

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3.2         Books and Records; Inspections by Lender.Borrower shall keep and maintain complete and accurate books and records relating to its operations at its principal place of business. The Lender shall have access to such books and records at all reasonable times upon not less than two (2) Business Days prior written notice to Borrower for the purposes of examination, inspection, verification, copying and for any other reasonable purpose; provided that unless there exists an “Event Requiring Financials” (as hereinafter defined) such access shall be limited to one visit during each calendar year. Borrower shall provide Lender with such other information concerning the financial condition and affairs of Borrower, the Guarantors, the General Partners, and Managers as Lender may reasonably require within ten (10) business days after Lender’s request for such information, provided that such request shall be limited to one time per year unless there exists an Event Requiring Financials. As used herein, an Event Requiring Financials shall mean: (i) an uncured Event of Default; (ii) occurrence of damage requiring repair or reconstruction on the Property; (iii) a sale of the Lender; or (iv) a sale of the Loan by the Lender. Borrower shall deliver to Lender, or cause to be delivered to Lender, a complete and accurate copy of each federal income tax return filed by Borrower and any Guarantor, General Partner, and Manager within thirty (30) days after the date on which each such return is filed. Borrower authorizes the Lender, at its option but without any obligation of any kind to do so, to discuss the affairs, finances and accounts of Borrower with its Chief Executive Officer and/or Chief Financial Officer and with Borrower’s independent accountants and auditors, and Borrower irrevocably authorizes all accountants and auditors employed or retained by Borrower to respond to and answer all reasonable requests from the Lender for financial and other information regarding Borrower; such discussions, meetings, requests and other communications shall include the Borrower’s Chief Executive or Chief Financial Officer. Borrower waives the benefit of any accountant-client privilege or other evidentiary privilege precluding or limiting the disclosure or delivery of any of its books and records to the Lender (except that Borrower does not waive any attorney-client privilege).

3.3         Reports.Without limiting any of the other terms of the Loan Documents, from time to time within ten (10) Business Days (or such longer period of time as the Borrower may reasonably request in respect of the scope of such request) after the Lender’s written reasonable request to Borrower, Borrower shall deliver to the Lender such reports and information available to Borrower concerning the business, financial condition and affairs of Borrower and each Guarantor as the Lender may reasonably request.

3.4         Payment of Obligations.

(a)          Upon the sale of any Property, (i) the Borrower shall, immediately upon the receipt of the net proceeds from such sale, repay the Loan in an amount equal to the lesser of (A) the Release Amount and (B) the then current outstanding principal amount of the Loan together with all interest and other amounts owing to Lender under the Loan Documents, and (ii) the Commitment shall be, concurrently with the consummation of such sale and release of liens by the Lender on such Property, reduced by an amount equal to the Allocated Loan Amount for such Property.

(b)          Borrower shall pay all of its indebtedness under the Note and pay and perform all of its other Obligations under the Loan Documents as and when the same become due.

3.5          Notice of Material Adverse Changes.Borrower shall immediately notify the Lender in writing of (a) the occurrence of any event or development which could reasonably be expected to have a Material Adverse Effect; (b) the commencement of any claim, proceeding, litigation or investigation in the future threatened or instituted by or against Borrower involving any claim or claims which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;   and (c) any occurrence of a Default or an Event of Default.

3.6         Further Assurances.Upon the Lender’s request, Borrower shall execute and deliver to the Lender such further documents and agreements, in form and substance reasonably satisfactory to the Lender, as the Lender may reasonably require to effectuate the terms of this Agreement and each of the other Loan Documents.

3.7          Claims.Borrower shall pay when due all claims which, if unpaid, might become a lien or charge on any or all of the properties or assets of Borrower.

3.8          Taxes. Subject to Section 3.9, Borrower shall pay when due allforeign, federal, state and local taxes, assessments, and governmental charges now or hereafter levied upon or against Borrower or any of its properties or assets, including all income, franchise, personal property, real property, excise, withholding, sales and use taxes such that at no time does the aggregate amount of any such unpaid taxes, assessments and other governmental charges exceed $100,000.

3.9         Contest.Borrower shall have the right to contest the payment of any tax, assessment, charge or claim referred to in Section 3.7 or 3.8 above, provided that (a) appropriate contest proceedings are promptly and in good faith commenced and diligently prosecuted by Borrower: (b) a bond is posted or other appropriate action reasonably acceptable to the Lender is taken to prevent such tax, assessment, charge or claim in excess of $100,000 from becoming a lien on the properties and assets of Borrower; and (c) Borrower notifies the Lender in writing of the commencement of, and any material development in, such proceedings.

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3.10       Pension Plans.Borrower shall pay all amounts necessary to fund all of its present and future employee benefit plans in accordance with their terms, and Borrower shall not permit the occurrence of any event with respect to any such plan which would reasonably be expected to have a Material Adverse Effect.

3.11       Insurance.Borrower shall maintain insurance against such risks and liabilities, in such forms, and for such amounts as are customarily maintained by entities engaged in the same or similar businesses and similarly situated, The form and substance of all such insurance policies shall be reasonably acceptable to the Lender and such insurance shall be maintained with financially sound and reputable insurers acceptable to the Lender, it being understood and agreed that the form of insurance policies and the insurers in place on the Closing Date are acceptable to the Lender. Upon the Lender’s request, Borrower shall provide the Lender with evidence satisfactory to the Lender regarding the maintenance of the insurance required by this Section, including proof of premium payments and copies of insurance policies, certificates of insurance, and endorsements. If Borrower fails to provide or pay for any policies of insurance required by this Section, the Lender, at its option and in its discretion, but without any obligation of any kind to do so, shall have the right to obtain the same at Borrower’s expense.

3.12        Disposition of Property; Maintenance of Properties.

(a)          Borrower and the Subsidiary Guarantors may dispose of any Property so long as (i) no Event of Default has occurred and is continuing at the time of consummation of such disposition, (ii) such disposition is for net proceeds in an amount equal to or greater than the Release Amount and (iii) the Release Amount is applied to pay down the Loan in accordance with Section 3.4 of this Agreement.

(b)          Borrower and the WB 141 S. Carolwood, LLC shall be permitted to continue and complete the process of “untying” the lots and performing the construction in respect of the Property referred to as “Owlwood”, listed on Schedule A hereto, so long as such untying and construction would not result in a Material Adverse Effect. Lender further reserves the right to appraise each parcel of Owlwood separately (at Borrower’s sole cost and expense), once the process of untying is done and, after good faith consultation with the Borrower, to amend the Allocated Loan Amount for Owlwood on Schedule A to reflect Allocated Loan Amounts of each new parcel comprising such Property.

(c)          Except as otherwise permitted by the Loan Documents, Borrower shall maintain its properties in good condition and repair.

3.13        Licenses.Borrower shall maintain all Governmental Permits necessary for the ownership of it properties and the conduct of its businesses.

3.14       Compliance with Applicable Laws.Borrower shall at all times comply with and keep in effect all Governmental Permits relating to Borrower, the Collateral, and Borrower’s other assets. Borrower shall at all times comply with, and shall cause the Collateral to comply with (a) allGovernmental Requirements. including all Hazardous Substance Laws, (b) all requirements and orders of all judicial authorities which have jurisdiction over Borrower or the Collateral, and (c) allcovenants, conditions, restrictions and other documents relating to Borrower or the Collateral.

3.15       Place of Business; Borrower’s Name.Borrower shall give the Lender at least thirty (30) days prior written notice of any change in the location of Borrower’s chief executive office. Borrower shall give the Lender not less than thirty (30) days prior written notice before changing its name or doing business under any other name. Borrower has complied, and will in the future comply, with all Governmental Requirements relating to the conduct of Borrower’s business under a fictitious business name,

3.16       Negative Covenants.Without the Lender’s prior written consent, and except as may otherwise expressly be allowed in the Loan Schedule, Borrower shall not take any of the following actions: (a) if Borrower is a corporation, partnership, limited liability company, or other form of entity, elect to make any change in Borrower’s corporate or capital structure which would have a Material Adverse Effect: or (b) make any material change in Borrower’s general business objectives, purposes, operations, or financial structure in such manner as to materially and adversely affect the ability of Borrower to pay or perform any of the Obligations.

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ARTICLE 4

DEFAULT AND REMEDIES

4.1          Events of Default. The Lender, at its option, may declare Borrower to be in default under this Agreement and the other Loan Documents upon the occurrence of any or all of the following events (the declaration of such a default by the Lender shall constitute an “Event of Default”):

(a)          Event of Default Under Deed of Trust.The occurrence of any “Event of Default (as such term is defined in the Deeds of Trust) under the terms of the Deeds of Trust;

(b)          Failure to Permit Inspections.If Borrower fails to permit any inspection of the Collateral or any of Borrower’s books and records in accordance with the terms of the Loan Documents;

(c)          Performance of Obligations to Third Persons.If (i) Borrower fails to pay any of its indebtedness or to perform any of its obligations when due under any document between Borrower and any other Person who holds a lien on the Collateral that is senior to the lien held by the Lender in the Collateral and fails to cure such breach within any applicable cure period under such document; or (ii) Borrower fails to pay any of its indebtedness or to perform any of its material obligations when due under any other material document evidencing indebtedness or consideration payable by the Borrower in an amount in excess of $250,000, between Borrower and any other Person, provided the Lender reasonably determines that such failure could have a Material Adverse Effect. Nothing contained in this Section constitutes or shall be construed as the Lenders consent to any lien being placed on the Collateral, other than the Permitted Liens;

(d)          Impairment of Security Interest or Lender’s Rights.If any Security Agreement, after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority lien (subject to Permitted Liens) in favor of the Lender on any portion of the Collateral with a value individually or in the aggregate in excess of $250,000;

(e)          Judgments. If one or more judgments, orders or awards (or any settlement of any litigation or other proceeding that, if breached, could reasonably be expected to result in a judgment, order or award) for the payment of money exceeding $250,000 in the aggregate (except to the extent of the amount covered by insurance pursuant to which the insurer has been notified and has not denied coverage) shall be rendered against Borrower and the same is not vacated, discharged, stayed or bonded pending appeal for a period of 60 days;

(f)          Default by Guarantors.If any Guarantor fails to pay any of its indebtedness or perform any of its obligations under any Guaranty for the benefit of Lender or the revocation, limitation or termination or attempted revocation, limitation or termination of any of the obligations of any Guarantor under any Guaranty for the benefit of Lender, except in accordance with the express written terms of such Guaranty; or

(g)          Misrepresentation by Guarantors.If any request, statement, information, certification, representation or warranty, whether written or oral, submitted or made by any Guarantor to the Lender in connection with the Loan or any other extension of credit by the Lender to Borrower or such Guarantor, now or in the future, is false or misleading in any material respect;

(h)          Material Adverse Effect. If an event or development occurs which would reasonably be expected to have a Material Adverse Effect.

4.2        Remedies. Upon the Lender’s election to declare Borrower to be in default under the Loan Documents pursuant to Section 4.1 above, Borrower shall be deemed to be in default under the Loan Documents, and the Lender shall have the right to do any or all of the following:

(a)          Acceleration.The Lender shall have the right to declare any or all of the Obligations to be immediately due and payable. including the entire principal amount and all accrued but unpaid interest under the Note, and notwithstanding the Maturity Date of the Note, such Obligations shall thereupon be immediately due and payable:

(b)          Remedies Under Other Loan Documents. The Lender may exercise any or all rights and remedies which the Lender may have under any or all of the Loan Documents and applicable law;

(c)          Discontinuation of Disbursements.The Lender may discontinue or withhold any or all advances of the Loan proceeds, and the Lender shall have no further obligation to make any Line of Credit Advance; and

(d)          Discontinuation of Other Extensions of Credit.The Lender may discontinue advancing money or extending credit to or for the benefit of Borrower in connection with any other document between the Lender and Borrower.

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ARTICLE 5

WARRANTIES AND REPRESENTATIONS

5.1          Borrower’s Warranties and Representations.As a material inducement to the Lender’s extension of credit to Borrower in connection with the Loan, Borrower warrants and represents to the Lender as follows:

(a)          Chief Executive Office. Borrower’s chief executive office is located at the address set forth in Borrower’s Application.

(b)          Borrowers Name. Borrower has set forth above its full and correct name, and Borrower does not use any other names or tradenames, except for the tradenames disclosed in Borrower’s Application.

(c)          Tax Claims. To the best of Borrower’s knowledge, there are no claims or adjustments proposed by any taxing authority for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower and each Guarantor have filed all federal, state and local tax returns required to be filed under applicable Governmental Requirements and have paid all taxes, assessments, fees, penalties, and other governmental charges that are due and payable in connection therewith such that the aggregate amount of any such unpaid taxes, assessments and other governmental charges does not exceed $250,000.

(d)          Margin Stock.Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation G of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Loan shall be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, unless such use is approved in writing by the Lender or otherwise expressly contemplated by the Loan Documents.

(e)          Licenses and Governmental Requirements.Neither Borrower nor any Subsidiary Guarantor (i) is in violation in any material respect of any Governmental Permits or Governmental Requirements (including all Hazardous Substance Laws) to which it is subject; or (ii) has failed to obtain any Governmental Permits necessary for the ownership of its properties or the conduct of its business.

(f)          Other Facts.None of the information set forth in Borrower’s Application, taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, misleading; provided that, with respect to any projections. the Borrower represents that such information was prepared in good faith based upon assumptions of the Borrower believed to be reasonable at the time prepared The Borrower has disclosed to the Lender allmatters known to it, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.2          OFAC; Patriot Act Compliance.

(a)          Borrower is not a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of such Section 2, or (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order (“OFAC”).

(b)          Borrower is in compliance with the Patriot Act. No proceeds of the Loan will be used, directly or indirectly, for payments to any governmental official or employee, political party or its officials, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.3          Borrower’s Warranties.Borrower’s warranties and representations set forth in Section 5.1 above and in the other Loan Documents shall be true and correct at the time of execution of this Agreement, as of the Closing Date, and as of the date of each Line of Credit Advance, shall survive the closing of the Loan, and shall remain true and correct as of each date on which such warranties and representations are given. For purposes of this Agreement and the other Loan Documents, the term “to the best of Borrower’s knowledge” shall be deemed to mean to the best knowledge of Borrower after a commercially reasonable and diligent investigation, inspection and inquiry by Borrower.

ARTICLE 6

MISCELLANEOUS

6.1          Relationship of Parties.The Lender shall not be deemed to be, nor do the Lender or Borrower intend that the Lender shall ever become, a partner, joint venturer, trustee, fiduciary, manager, controlling person, or other business associate or participant of any kind in the business or affairs of Borrower, whether as a result of the Loan Documents or any ofthe transactions contemplated by the Loan Documents. In exercising its rights and remedies under the Loan Documents, the Lender shall at all times be acting only as a lender to Borrower within the normal and usual scope of activities of a lender.

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6.2        Indemnification. Borrower shall indemnify and hold the Lender and its officers, directors, agents, employees, representatives, shareholders, affiliates, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all claims, demands, damages (including special and consequential damages), liabilities, actions, causes of action, legal proceedings, administrative proceedings, suits, injuries, costs, losses, debts, liens, interest, fines, charges, penalties and expenses (including reasonable attorneys’, accountants’, consultants’, and expert witness fees and costs) of every kind and nature (collectively, the “Claims”) arising directly or indirectly out of or relating to any or all of the following: (i) Borrower’s breach of any of its Obligations or warranties under the Loan Documents: (ii) any act or omission by Borrower or any of its employees or agents if such claim is based on any act or omission by Borrower or such employees or agents; (iii) Borrower’s use of the Collateral or any other activity or thing allowed or suffered by Borrower to be done on or about the any of Borrower’s properties; and (iv) any claims for commissions, finder’s fees or brokerage fees arising out of the Loan or the transactions contemplated by the Loan Documents. Notwithstanding anything to the contrary contained in this Section, Borrower shall not be obligated to indemnify any Indemnified Party for any liabilities resulting solely from the gross negligence or intentional tortious conduct of such Indemnified Party which such Indemnified Party is determined by the final judgment of a court of competent jurisdiction to have committed. Borrower’s obligation to indemnify the Indemnified Parties under this Section 6.2 shall survive the cancellation of the Note and the release of the Lender’s security interests under the Security Agreements.

6.3          Confidentiality.

(a)          For purposes of this Agreement, “Confidential Information” shall mean: any and all written information provided or made accessible by Borrower to Lender with respect to the Loan that given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information does not include information which: (a) is or becomes part of the public domain other than through a breach of this Agreement by the Lender at the time or subsequent to the time it was communicated by the Borrower to the Lender; (b) isin the possession of the Lender or its authorized persons at the time it was communicated by the Borrower to the Lender; (c) is obtained by the Lender or its authorized persons on a non-confidential basis from a third party not known by the Lender or its authorized persons to be bound by any obligation of non-disclosure or confidence to the Borrower; (d) is developed by the Lender or its authorized persons independently of and without reference to any Confidential Information before it was communicated by the Borrower to the Lender or its authorized persons; or (e) is explicitly approved for disclosure by the Borrower in written or electronic form.

(b)         Lender is permitted to use Confidential Information only with respect to Loan, and except as provided herein, Lender shall not disclose Confidential Information to anyone without Borrower’s prior written consent. Lender shall keep Confidential Information confidential and avoid disclosure, dissemination or unauthorized use of Confidential Information with at least the same degree of care as Lender protects its own proprietary information, but in all circumstances no less than reasonable care. Lender is permitted to disclose Confidential Information to: (a) Lender’s officers, employees, attorneys, accountants, auditors, directors, partners, participants, agents, representatives, affiliates or other authorized representatives (each together with Lender, collectively, “Lender Representatives”); (b) to prospective transferees or purchasers of allor any portion of the Loan (provided, however, that any prospective transferee or purchaser shall have entered into an agreement containing provisions substantially the same as those in this Section); (c) as required by law, regulation, subpoena, or other order; (d) to Lender’s regulators or as otherwise required in connection with Lender’s examination or audit; (e) as Lender considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of Lender so long as such service providers are subject to substantially similar confidentiality requirements.

6.4        Power of Attorney.Borrower irrevocably appoints the Lender, with full power of substitution, as Borrower’s attorney-in-fact, coupled with an interest, with full power, in the Lender’s own name or in the name of Borrower, after the occurrence and continuance of an Event of Default, to sign, record and file all documents referred to in Section 3.6 above. The Lender shall have the right to exercise the power of attorney granted in this Section directly or to delegate all or part of such power to one or more agents of the Lender. Nothing contained inthe Loan Documents shall be construed to obligate the Lender to act on behalf of Borrower as attorney-in-fact.

6.5        Actions.Whether or not an Event of Default has occurred, the Lender shall have the right, but not the obligation, to commence, appear in, or defend any action or proceeding which affects or which the Lender determines may affect (a) the Collateral; (b) Borrower’s or the Lender’s respective rights or obligations under the Loan Documents; (c) the Loan; or (d) the disbursement of any proceeds of the Loan. Whether or not an Event of Default has occurred, the Lender shall at all times have the right to take any or all actions on its own behalf which the Lender determines to be necessary or appropriate to protect the Lender’s interest in connection with the Loan.

6.6         Documents.The form and substance of all documents and instruments which Borrower is required to deliver to the Lender under this Agreement shall be subject to the Lender’s approval.

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6.7        Interpretation.Whenever the context of this Agreement reasonably requires, all words used in the singular shall be deemed to have been used in the plural, and the neuter gender shall be deemed to include the masculine and feminine gender, and vice versa. The headings to sections of this Agreement are for convenient reference only and shall not be used in interpreting this Agreement. For purposes of this Agreement, (a) the term “including” shall be deemed to mean “including without limitation”; (b) the term “document” shall be deemed to include all written contracts, commitments, agreements, and instruments; and (c) the term “discretion,” when applied to any determination, consent, or approval right by the Lender, shall be deemed to mean the Lender’s sole but good faith business judgment.

6.8          Counterparts.This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document.

6.9         Successors.Subject to the restrictions contained in the Loan Documents, the Loan Documents shall be binding upon and inure to the benefit of the Lender and Borrower and their respective permitted successors and assigns.

6.10        Secured by Deeds of Trust.This Agreement and all of Borrower’s obligations under this Agreement are secured by the Deeds of Trust.

[Remainder of the Page Left Intentionally Blank]

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Dated: April 9, 2019

BORROWER:

WB Propco, LLC,

a Delaware limited liability company

By:
	Frederick Chin, Chief Executive Officer

[Signature Page to Loan Agreement]

LENDER:

First Republic Bank

By:
Its:	Jodi L. Gee
	Manager
	Commercial Lending Services

[Signature Page to Loan Agreement]

LOAN AGREEMENT

(LINE OF CREDIT)

SCHEDULE A

PROPERTY	ALLOCATED LOAN AMOUNT	RELEASE AMOUNT
“Owlwood” -10060 and 10100 W. Sunset Blvd. &141 S. Carolwood Dr. Los Angeles, CA 90077	$15,510,000	$19,387,500
9127 Thrasher Avenue, West Hollywood, CA 90069	$6,475,000	$8,093,750
8124 West 3rd Street, Los Angeles, CA 90048	$3,395,000	$4,243,750
10750 Chalon Rd., Los Angeles, CA 90077	$2,275,000	$2,843,750
Total	$27,655,000	$34,568,750

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LOAN AGREEMENT

(LINE OF CREDIT)

EXHIBIT “A”

LOAN SCHEDULE

This Loan Schedule is an integral part of the Loan Agreement between the Lender and Borrower, and the following terms are incorporated in and made a part of the Loan Agreement to which this Loan Schedule is attached:

1.1 Borrower: WB Propco, LLC, a Delaware limited liability company

1.2         Guarantors: ‘‘Subsidiary Guarantors” means: (a) WB 141 S. Carolwood, LLC, (b) WB 9127 Thrasher, LLC, (c) WB 8124 3^rd Street LLC, and (d) WB 10750 Chalon, LLC

‘‘Parent Guarantor” means Woodbridge Wind-Down Entity LLC.

1.3 Minimum Advance Amount:   N/A.

1.4 Loan Fee: Origination Fee of Two Percent (2.0%) annually.

1.5         Nature of Line of Credit. The Line of Credit Loan is a revolving line of credit loan, and within the limits of the Commitment and subject to the terms and conditions of this Agreement and the other Loan Documents, Borrower may borrow, prepay pursuant to the note evidencing Line of Credit Loan, and reborrow the principal amount of the Line of Credit Loan, in each case, for general working capital purposes in the ordinary course of Borrower’s operations, other general corporate purposes, including, making direct and indirect distributions to the Woodbridge Wind-Down Entity LLC.

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LOAN AGREEMENT

(LINE OF CREDIT).

EXHIBIT “B”

COVENANTS

This Exhibit “B” is an integral part of the Agreement between the Lender and Borrower, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit “B” is attached:

1.         No Additional Indebtedness. Without the prior written consent of Lender, none of the Borrower or the Subsidiary Guarantors (a) shall directly or indirectly incur indebtedness (secured or unsecured) for borrowed money, excluding (i) debts as of the date of this Agreement that were previously disclosed in writing to Lender (other than those that are being paid substantially concurrently with the funding of the Loan), (ii) other borrowing from Lender and (iii) unsecured debt incurred in the normal course of business, and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness or other obligation of any other person during the term of this Agreement, excluding any guaranties as of the date of this Agreement previously disclosed in writing to Lender.

2.           Negative Pledge. None of the Borrower or the Subsidiary Guarantors shall mortgage, pledge, grant or permit to exist a security interest in, or a lien upon, all or any portion of the Property or all or any portion of any real property owned by Borrower or the Subsidiary Guarantors, except for Permitted Liens or otherwise approved by Lender in its sole discretion.

3.            Primary Banking. Borrower shall maintain its primary depository account with Lender at all times while the Loan is outstanding

4.           Tax Returns. Borrower shall deliver to Lender a complete and accurate copy of its filed tax returns (including K-1 schedule and all other applicable schedules) or filed application for an extension of such tax return, within thirty (30) days after filing, commencing with the fiscal year ending June 30, 2020.

5.            Financial Statements. Within sixty (60) days after each quarter end, Borrower shall deliver to the Lender unaudited financial statements which are prepared on the liquidation basis of accounting.

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LOAN AGREEMENT

(LINE OF CREDIT)

EXHIBIT “C”

FORM OF GUARANTY

This Continuing Guaranty of Payment and Performance (“Guaranty”), dated April 9, 2019 for reference purposes only, is executed by Woodbridge Wind-Down Entity LLC, a Delaware limited liability company (“Guarantor”), in favor of First Republic Bank (the “Lender”), with reference to the following facts:

A.        WB Propco, LLC (“Borrower”), has requested a loan in the original principal face amount of up to Twenty-Seven Million Six Hundred Fifty-Five Thousand and 00/100 Dollars ($27,655,000.00) (the “Loan”) from the Lender which will be evidenced by that certain Loan Agreement, dated as of April 9, 2019, by and between the Borrower and Lender (the “Loan Agreement”) and the Borrower’s promissory note dated April 9, 2019 (the “Note”) in favor of the Lender, The Loan will be secured by certain deeds of trust dated April 9, 2019 (collectively, the “Deeds of Trust”) executed by each Subsidiary Guarantor, in favor of the Lender, as beneficiary. In connection with the Loan, Borrower and the Subsidiary Guarantors, as applicable, will also execute and deliver to the Lender, among other documents, an Environmental Indemnity Agreement (the “Indemnity Agreement”) and an Assignment of Leases (“Assignment of Leases”), each dated the same date as the Note. The Note, Deed of Trust, Indemnity Agreement, Assignment of Leases, and all other documents executed by Borrower and delivered to the Lender at the Lender’s request in connection with the Loan [including any Building Loan Agreement (if the Loan is a construction loan) and any other form of loan agreement], and all extensions, renewals, modifications, and replacements of any or all of such documents, are referred to collectively as the “Loan Documents.” Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement,

B.         Guarantor is directly interested in the Loan and will benefit as a result of the Lender’s extension of credit to Borrower in connection with the Loan.

C.          As one of the conditions to closing and funding the Loan. the Lender will require that Guarantor execute and deliver this Guaranty to the Lender Guarantor desires to guaranty Borrower’s indebtedness and obligations to the Lender in connection with the Loan on the terms and conditions of this Guaranty.

THEREFORE, for good, adequate and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, Guarantor agrees as follows:

1.            Guaranty of Indebtedness. Guarantor irrevocably and unconditionally guarantees the full and prompt payment and performance to the Lender or its order of all Indebtedness (as defined in this Section 1) of Borrower to the Lender now or hereafter owing under the Loan Documents at the times and according to the terms expressed in the Loan Documents. All payments by Guarantor shall be made only in lawful money of the United States of America. For purposes of this Guaranty, the term “Indebtedness” means all now existing and future debts, obligations, and liabilities of Borrower to the Lender under the Loan Documents, however arising, whether absolute or contingent, liquidated or unliquidated, secured or unsecured, and whether Borrower may be liable individually or jointly with others. Without limiting the preceding sentence, the term “Indebtedness” shall include all principal, interest (including interest at any default rate under the Note and any interest which may be negatively amortized or added to the principal amount of the Loan under the Note), late charges, reasonable attorneys’ fees, and all other fees, costs, advances, sums, and expenses now or hereafter owing under the Note or other Loan Documents, including any and all of the foregoing sums which would have accrued under the Loan Documents but for the commencement of a case by or against Borrower under Title 11 of the United States Code (11 U.S.C. §§101, et seq.) or any successor statute (the “Bankruptcy Code”) or under any other law governing any federal or state bankruptcy, insolvency, reorganization, or other similar proceeding (collectively, a “Bankruptcy Proceeding”). The amount of the Indebtedness may exceed the original principal face amount of the Note.

2.           Absolute and Unconditional Guaranty of Payment. This Guaranty constitutes an absolute and unconditional continuing guaranty of payment and performance of the Indebtedness, does not constitute a guaranty of collectibility, is unconditionally delivered, and is not subject to the performance or occurrence of any condition precedent, including any condition relating to the genuineness, validity, or enforceability of the Loan Documents.

3.           Loan Documents. Guarantor acknowledges and agrees that (a) Borrower’s execution, delivery and performance of its obligations under the Loan Documents, and Borrower’s consummation of the transactions contemplated by the Loan Documents, have been duly authorized by all requisite action on the part of Borrower; and (b) the Loan Documents constitute the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms.

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4.           Modification to Loan Documents and Other Matters Not Affecting Guarantor’s Liability.

4.1          Matters Not Affecting Guarantor’s Liability. Guarantor agrees that the Lender, in its discretion, shall have the right to do any one or more of the following without notice to or the consent or approval of Guarantor, without prejudice of any kind to the Lender, without in any way discharging, releasing or otherwise affecting Guarantor’s liability under this Guaranty, and without giving Guarantor any recourse or claim of any kind against the Lender: (a) modify, accelerate, accept partial payment of, compromise, settle, renew, extend the time for payment or performance of, or decline to enforce any of Borrower’s Indebtedness to the Lender under or in connection with the Loan Documents; (b) increase or decrease the principal amount of the Loan; (c) release or discharge, in whole or in part, or grant any indulgence or forbearance to Borrower or any other person under or in connection with the Loan Documents, including any release given in connection with a deed in lieu of foreclosure under the Deed of Trust; (d) release, waive, substitute, or add any or all real property or personal property collateral under the Loan Documents securing payment of the Indebtedness (collectively, the “Collateral”); (e) release, substitute or add any one or more endorsers or guarantors of the Indebtedness; (f) amend, supplement, alter or change in any respect whatsoever any term or provision of the Loan Documents or any other agreement relating to the Indebtedness, including any increase, decrease, or other change in the rate of interest under the Note; (g) subordinate, in whole or in part, or otherwise alter the priority of any lien or security interest now or hereafter held by the Lender in the Collateral; (h) file or refrain from filing any claim in any Bankruptcy Proceeding by or against Borrower or any other guarantor of the Indebtedness; (i) make other or additional loans or extensions of credit to Borrower and take and hold security for any such loan or extension of credit; (j) credit or apply any payments received from Borrower, any other guarantor of the Indebtedness, or any other person, or realized from the Collateral or any other source, to any existing or future indebtedness of Borrower to the Lender in such manner and order of priority as the Lender may determine, whether or not such indebtedness is guaranteed by this Guaranty, secured by any Collateral, or due at the time of such application; (k) direct the order and manner of any sale of the Collateral in any judicial or nonjudicial foreclosure sale, and bid on the Collateral at any such sale; (l) otherwise deal with Borrower, any other guarantor of the Indebtedness, or any other person in connection with the Loan in such manner as the Lender, in its discretion, may determine; and (m) exercise any right or remedy with respect to the Indebtedness or the Collateral, notwithstanding any effect on or impairment of Guarantor’s subrogation, reimbursement or other rights against Borrower, whether by operation of Section 580d of the California Code of Civil Procedure or otherwise, including the Lender’s exercise of any remedy which destroys Guarantor’s subrogation rights as set forth in Section 6.4 below.

4.2          Waiver of Defenses Based on Changes to Loan Documents and Other Matters. Guarantoracknowledges that in the absence of the waivers contained in this Section 4.2, if the Lender were to take any of the actions described in Section 4.1 above, Guarantor would have or may have a defense to the enforcement of this Guaranty. Without limiting the generality of Section 4.1 above, Guarantor waives all such defenses and all rights, benefits, remedies and defenses under California Civil Code Section 2819 which, in the absence of the waivers contained in this Section 4.2, provides that if the Lender, without the consent of Guarantor, were to alter the Indebtedness in any respect or in any way were to impair or suspend the rights or remedies of Guarantor against Borrower, Guarantor may be exonerated and may have a defense against the enforcement of this Guaranty. Guarantor agrees that as a result of the waivers contained in this Section 4.2, Guarantor shall remain liable to the Lender under this Guaranty even if the Lender takes any or all of the actions described in Section 4.1 above.

5.           Grant of Security Interest to the Lender and the Lender’s Setoff Rights. To secure Guarantor’s obligations to the Lender under this Guaranty. Guarantor grants a security interest to the Lender in, and agrees that the Lender shall have a right of setoff against the deposit account with account number # 80007450390 titled “Woodbridge Wind Down Entity DBA Viewpoint Collection Propco Collateral Deposits” held by the Guarantor at First Republic Bank. The Lender shall have the right to enforce such security interest and right of setoff without demand on or notice to Guarantor, and no waiver or release of any such security interest or right of setoff shall be valid or enforceable against the Lender unless such waiver is expressly set forth in a written agreement signed by the Lender.

6.           Waiver of Defenses by Guarantor. Guarantor expressly waives and relinquishes all rights, remedies, benefits, and defenses accorded by applicable law to guarantors and agrees not to assert or take advantage of any such rights, remedies, benefits, or defenses. Without limiting the preceding sentence, Guarantor waives each and all of the following:

6.1          Enforcement of the Lender’s Remedies. All rights, remedies, benefits, and defenses under California Civil Code Section 2845 which, in the absence of the waivers contained in this Section 6.1, provides that Guarantor may have a defense against enforcement of this Guaranty if the Lender were to fail to proceed against Borrower, to pursue any other remedy in the Lender’s power which might lighten Guarantor’s burden under this Guaranty, or to proceed with diligence in the enforcement or collection of the Indebtedness. Without limiting the preceding sentence, Guarantor waives all rights which it may have to require the Lender (a) to proceed or exhaust its rights or remedies against Borrower, any other guarantor of the Indebtedness, or any other person, before pursuing its rights and remedies against Guarantor under this Guaranty; (b) to proceed or exhaust its rights or remedies against the Collateral for the Indebtedness before pursuing its rights and remedies against Guarantor under this Guaranty; and (c) to exercise any other right or remedy of any kind with respect to the Loan, the Collateral, or otherwise before pursuing its rights and remedies against Guarantor under this Guaranty. Guarantor agrees that the Lender may pursue its rights and remedies against Guarantor under this Guaranty without taking any action against Borrower or any other person and without proceeding against or exhausting the Collateral;

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6.2          Enforcement Against Property of Guarantor. All rights, remedies, benefits, and defenses under California Civil Code Section 2850 which, in the absence of the waivers contained in this Section 6.2, provides that whenever both property of Guarantor and property of Borrower are pledged or hypothecated to secure the Indebtedness, Guarantor is or may be entitled to have the property of the Borrower first applied to discharge the Indebtedness;

6.3          Defenses of Borrower. All rights, remedies, benefits and defenses under California Civil Code Section 2810 which, in the absence of the waivers contained in this Section 6.3, provides that if there were no liability on the part of Borrower at the time of execution of the Loan Documents, or the liability of Borrower under the Loan Documents were to hereafter cease, Guarantor may have a defense against enforcement of this Guaranty. Without limiting the preceding sentence, Guarantor waives all rights, remedies, benefits, and defenses arising out of or based on any or all of the following: (a) the lack of capacity or other legal disability, lack of authority, death or incompetency of Borrower or any other person; (b) any impairment of any lien or security interest of the Lender in the Collateral; (c) any diminution or loss in value of the Collateral (including any diminution caused as a result of any hazardous waste or substance contaminating the Collateral); (d) any failure by the Lender to obtain or perfect any lien or security interest in any real or personal property to secure the Indebtedness: (e) any defense by Borrower or any other person to payment of the Indebtedness; (f) the failure of the Lender to file or enforce any claim against the estate of Borrower or any other person in any Bankruptcy Proceeding or any other proceeding; (g) any change in the legal or beneficial ownership or title to the Collateral, or any change in the name under which Borrower was formed or organized, whether effected with or without the consent of the Lender; and (h) the release, discharge, modification, impairment or limitation of Borrower’s liability for the Indebtedness from any cause, whether consented to by the Lender, arising by operation of law, or resulting from any Bankruptcy Proceeding. Guarantor agrees that as a result of the waivers contained in this Section 6.3. Guarantor shall remain liable to the Lender under this Guaranty even if Borrower had no liability at the time of execution of the Loan Documents or thereafter ceases to be liable;

6.4          Guarantor’s Subrogation Rights. All rights, remedies, benefits and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower, as principal, or against any other person, by operation of California Code of Civil Procedure Section 580d or otherwise. Guarantor acknowledges that (a) subject to the terms of this Guaranty, Guarantor has or may have under certain circumstances certain subrogation, reimbursement, and other recovery rights against Borrower which may entitle Guarantor to recover from Borrower all or part of the Indebtedness which Guarantor may be required to pay to the Lender under this Guaranty; (b) in the absence of the waivers contained in this Section 6.4, if the Lender were to elect to conduct a nonjudicial foreclosure sale of all or part of the real property encumbered by the Deed of Trust, Guarantor would have or may have a defense to the enforcement of this Guaranty in an action by the Lender to collect a deficiency judgment against Guarantor based on such an election of remedies by the Lender; and (c) such defense by Guarantor would be based on, among other things, existing case law which holds that because a nonjudicial foreclosure sale by a lender destroys a guarantor’s subrogation or other recovery rights against the borrower by the operation of California Code of Civil Procedure Section 580d, the lender is estopped or barred from enforcing a guaranty against a guarantor because the lender has elected a remedy which has prejudiced the guarantor’s subrogation or other recovery rights against the borrower. Without in any way limiting any of the terms of this Guaranty (including the waivers contained in this Section 6.4), Guarantor acknowledges and agrees that this Section 6.4 constitutes a waiver by Guarantor of the defense described in the preceding sentence;

6.5          Impairment or Destruction of Guarantors Subrogation Rights. Without limiting the generality of Section 6.5 above, all rights, remedies, benefits, and defenses under the following statutes to the extent, if at all, such statutes may directly or indirectly apply to Guarantor: (a) California Code of Civil Procedure Section 580a which, in the absence of the waivers contained in this Section 6.5, may directly or indirectly limit the liability of Guarantor following a nonjudicial foreclosure sale under the Deed of Trust to the difference between the Indebtedness and the fair market value of the real property transferred at such nonjudicial foreclosure sale; (b) California Code of Civil Procedure Sections 580b and 580d which, in the absence of the waivers contained in this Section 6.5, may directly or indirectly limit the Lender’s right to recover a deficiency judgment against Guarantor with respect to certain purchase money obligations or following a non-judicial foreclosure sale under the Deed of Trust, respectively; and (c) California Code of Civil Procedure Section 726 which, in the absence of the waivers contained in this Section 6.5, may directly or indirectly require the Lender to exhaust the Collateral before obtaining a personal judgment for the Indebtedness. WITHOUT LIMITING ANY OF THE TERMS OF THIS SECTION 6.5 OR ANY OF THE OTHER PROVISIONS OF THIS GUARANTY, GUARANTOR WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE THE BORROWER’S INDEBTEDNESS IS SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS: (1) THE LENDER MAY COLLECT FROM THE GUARANTOR UNDER THIS GUARANTY WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY BORROWER TO SECURE THE LOAN; AND (2) IF THE LENDER FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE BORROWER TO SECURE THE LOAN, THEN (A) THE AMOUNT OF THE INDEBTEDNESS MAY BE REDUCED BY ONLY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE SALE, EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; AND (B) THE LENDER MAY COLLECT FROM GUARANTOR EVEN IF THE LENDER, BY FORECLOSING ON THE REAL PROPERTY COLLATERAL SECURING THE LOAN, HAS DESTROYED ANY RIGHT THE GUARANTOR MAY HAVE TO COLLECT FROM THE BORROWER. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY AND ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE THE BORROWER’S DEBT IS SECURED BY REAL PROPERTY COLLATERAL. SUCH RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY AND ALL RIGHTS AND DEFENSES BASED ON SECTIONS 580a, 580b, 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, The waivers contained in this Section 6.5 are intended to apply to all real property Collateral which secures the Indebtedness of Borrower to the Lender and not with respect to real property collateral, if any, which secures this Guaranty;

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6.6          Scope of Guarantor’s Liability. All rights, benefits, remedies, and defenses based upon any statute or rule of law, including California Civil Code Section 2809, which provides that the obligations of a guarantor may not be larger in amount or in other respects more burdensome than those of the principal debtor. Guarantor agrees that as a result of the waivers contained in this Section 6.6, even if Guarantor’s obligations under this Guaranty may be larger in amount or in other respects more burdensome than those of Borrower, Guarantor shall remain liable to the Lender under this Guaranty;

6.7          Borrower’s Financial Condition. All rights, benefits, remedies and defenses based on any failure by the Lender to disclose to Guarantor any facts now or hereafter known to the Lender with respect to Borrower, its financial condition, the Collateral, or any of the transactions contemplated by the Loan Documents, regardless of whether the Lender (a) has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or that any such facts are unknown to Guarantor; or (b) has a reasonable opportunity to communicate such facts to Guarantor;

6.8          Bankruptcy Claims. All rights, benefits, remedies, and defenses arising out of or based on any action taken or omitted to be taken by the Lender in any Bankruptcy Proceeding relating to Borrower, including (a) any election by the Lender to have the Lender’s claim in such proceeding treated as being secured or partially secured or unsecured, including any election under Section 1111(b)(2) of the Bankruptcy Code: and (b) any extension of credit to Borrower in any Bankruptcy Proceeding and any taking or holding by the Lender of security for any such extension of credit, including any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code;

6.9          Marshalling of Assets or Liens. All rights which Guarantor may have to require marshalling of assets or liens in the event of the Lender’s exercise of any its rights or remedies with respect to the Collateral, including all rights, remedies, benefits and defenses under California Civil Code Sections 2899 and 3433 which, in the absence of the waivers contained in this Section 6.9, may entitle Guarantor to require, among other things, that (a) the Lender resort first to Collateral in which the Lender holds an exclusive lien to satisfy the Indebtedness; and (b) the Lender resort first to funds for satisfaction of the Indebtedness in which Guarantor has no interest;

6.10          Waiver of Notices. Presentment, demand for payment, protest, notice of demand, dishonor, protest and nonpayment, and all other notices and demands in connection with the delivery, acceptance, performance, default under, and enforcement of this Guaranty or the Indebtedness, including notice of (a) the creation, existence, renewal, extension, modification, or incurring of any Indebtedness; (b) recordation of any notice of default or notice of sale under the Deed of Trust; (c) any judicial or nonjudicial foreclosure sale of the Collateral; and (d) any other action or non-action on the part of Borrower, the Lender, any other guarantor or endorser of the Indebtedness, or any other person, including any action described in Section 4.1 above which is taken by the Lender in connection with the Loan;

6.11          No Offsets.All rights, remedies, benefits, and defenses under any applicable law, regulation, or procedure which provides, in substance, that where cross demands for money exist between parties at any point in time when neither demand is barred by the applicable statute of limitations, and an action is thereafter commenced by one such party, the other party may assert the defense of payment in that the two demands are compensated so far as they equal each other, notwithstanding that an independent action asserting the claim would at the time of filing the response be barred by the applicable statute of limitations. Guarantor agrees that as a result of the waivers contained in this Section 6.11, no obligations or indebtedness of Guarantor to the Lender under this Guaranty may be offset by all or part of any claim, cause of action, or cross-claim of any kind, whether liquidated or unliquidated, which Guarantor now has or may hereafter acquire or allege to have acquired against the Lender; and

6.12          Statute of Limitations. The defense of all statutes of limitations in any action by the Lender against Guarantor to the fullest extent permitted by law.

7.          Scope of Guarantor’s Waivers. Without limiting any of the terms of this Guaranty, Guarantor acknowledges and agrees that (a) in the absence of the waivers contained in this Guaranty, certain statutes and case law of the State of California, including certain provisions of California Civil Code Sections 2799 through 2855, may provide Guarantor with defenses to liability under this Guaranty, (b) Guarantor has carefully considered and understands such defenses; (c) by executing this Guaranty, Guarantor has waived and relinquished, to the maximum extent permitted by law, each and all of such defenses; and (d) the Lender is entering into the transactions described in recital Section A of this Guaranty in reliance on, among other things, such waivers by Guarantor.

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8.          Independent Investigation by Guarantor. Guarantor acknowledges and agrees that it is fully apprised and aware of and has independently obtained all material facts and information concerning Borrower and its financial condition, the Collateral, and all other matters relating to the transactions which are the subject of the Loan Documents. Guarantor assumes all risks arising out of this Guaranty, including the risk that new extensions of credit may be made by the Lender to Borrower under circumstances in which Borrower’s financial condition has materially changed. Guarantor assumes full and complete responsibility for hereafter obtaining all material facts and information concerning Borrower and its financial condition, the Collateral, and all other matters relating to the transactions which are the subject of the Loan Documents, and the Lender shall be under no obligation at any time to provide Guarantor with any facts or information concerning Borrower, its financial condition or any change therein, the Collateral, or any other matter relating to the transactions which are the subject of the Loan Documents. Guarantor waives any defense to the enforcement of this Guaranty that Guarantor may have by reason of the failure of the Lender to provide Guarantor with any information respecting Borrower or its financial condition, the Collateral, or any other matters relating to the transactions which are the subject of the Loan Documents, including those defenses set forth in Section 6.7 above.

9.          Joint and Several Liability. Each Guarantor signing this Guaranty as a Guarantor shall be jointly and severally liable to the Lender for the performance of Guarantor’s obligations under this Guaranty. Each Guarantor who is a married person agrees that the Lender shall have the right to recourse against his or her community property and separate property for any and all Indebtedness to the fullest extent permitted by law. The Lender shall have the right to enforce this Guaranty against any one or more of the entities signing this Guaranty as Guarantor, without necessity of joining all of such entities in such action.

10.          Subrogation and Other Rights. Until all Indebtedness of Borrower to the Lender has been performed and paid in full, (a) Guarantor shall have no right of subrogation or reimbursement against Borrower, no right of subrogation against any Collateral, and no right of contribution against any other guarantor of the Indebtedness; and (b) Guarantor waives all rights to enforce any remedy which the Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any Collateral now or hereafter held by the Lender. Without limiting the preceding sentence, until all Indebtedness of Borrower to the Lender has been performed and paid in full, Guarantor waives the following rights, remedies, benefits, and defenses:

 10.1          Reimbursement Rights. All rights, remedies, benefits and defenses under California Civil Code Section 2847 which, in the absence of the waivers contained in this Section 10.1, provides that if Guarantor were to satisfy or pay the Indebtedness. Borrower would or may be obligated to reimburse Guarantor for amounts which Guarantor has paid, including necessary costs and expenses;

 10.2          Subrogation Rights. All rights, remedies, benefits, and defenses under California Civil Code Section 2848 which, in the absence of the waivers contained in this Section 10.2, provides that if Guarantor were to satisfy or pay theIndebtedness, Guarantor would or may be entitled (a) to enforce every remedy which the Lender then has against Borrower to the extent of reimbursing Guarantor for the sums which Guarantor has expended; and (b) to require that any other guarantors of the Indebtedness contribute thereto; and

 10.3          Benefit of the Lender’s Collateral. All rights, remedies, benefits, and defenses under California Civil Code Section 2849 which, in the absence of the waivers contained in this Section 10.3, provides that Guarantor is or may be entitled to the benefitof the Collateral now or hereafter held by the Lender or security now or hereafter held by another guarantor of the Indebtedness.

11.          Subordination. Except as otherwise provided in this Section 11, all existing and future indebtedness of Borrower to Guarantor and, if Borrower is a partnership, corporation or other entity, the right, if any, of Guarantor to withdraw any capital invested by Guarantor in Borrower (such indebtedness and right to receive capital are referred to collectively as the “Subordinated Debt”), are subordinated to all Indebtedness of Borrower to the Lender. Following and during the continuance of an “Event of Default” (as defined in the Loan Documents), (a) without the prior written consent of the Lender, none of the Subordinated Debt shall be paid to or withdrawn by Guarantor, nor shall Guarantor accept any payment of the Subordinated Debt; and (b) at the Lender’s request, Guarantor shall cause Borrower to pay to the Lender all or any part of the Subordinated Debt designated by the Lender which Guarantor is otherwise entitled to receive. Any payment of Subordinated Debt by Borrower to Guarantor in violation of this Guaranty shall be received by Guarantor in trust for the Lender, and Guarantor shall cause the same to be paid to the Lender immediately on account of the Indebtedness of Borrower to the Lender. No such payment shall reduce or affect in any manner the liability of Guarantor under this Guaranty.

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12.          Bankruptcy Proceedings. Guarantor shall file in any Bankruptcy Proceeding or other proceeding in which the filing of claims is required or permitted by law all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor and, upon the Lender’s request, shall assign to the Lender all rights of Guarantor thereunder pursuant to a written assignment reasonably acceptable to the Lender in form and substance. If Guarantor has not filed any such claim by the earlier of ten (10) days after the Lender’s request or thirty (30) days before such claim is required to be filed by applicable law, regulation, rule, or court order, then Guarantor appoints the Lender as Guarantor’s attorney-in-fact to cause such claim to be filed in the name of Guarantor or, at the Lender’s discretion, in the name of a nominee designated by the Lender. The foregoing power of attorney is coupled with an interest and may not be revoked by Guarantor. The Lender or its nominee shall have the sole right to accept or reject any plan proposed in any Bankruptcy Proceeding and to take any other action which a party filing a claim is entitled to take. In all such cases, the person authorized to pay such claim shall pay to the Lender the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to the Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, Guarantor’s obligations hereunder shall only be satisfied or partially satisfied, as applicable, as a result of such payment or distribution to the extent of, and in an amount equal to, the payment or distribution in cash actually received by the Lender. If the Lender receives any property under this Section other than cash, then at the Lender’s option, the same shall be held as collateral for amounts due under this Guaranty. Nothing in this Guaranty shall be deemed to obligate the Lender to file any claim as Guarantor’s attorney-in-fact.

13.          Continuation of Guaranty if Payments are Avoided or Recovered from the Lender. The Lender shall have the right to refund to Borrower any payment or recovery received by the Lender on account of the Indebtedness, and payment to the Lender of the amount refunded shall be fully guaranteed by Guarantor under this Guaranty. Without limiting the preceding sentence, if the Lender is required to pay, return or restore to Borrower or any other person any amount previously paid or recovered on account of the Indebtedness as a preference, fraudulent transfer or because of any Bankruptcy Proceeding or other similar proceeding, or for any other reason, Guarantor’s obligations shall be reinstated and revived, and the Lender’ rights shall continue, with regard to such amount as though such amount had never been paid to or recovered by the Lender, regardless of payment in full of the Indebtedness prior to such payment, return, or restoration to Borrower or any other person.

14.          The Lender’s Rights Cumulative. The Lender’s rights and remedies under this Guaranty are cumulative with and in addition to (a) the Lender’s rights and remedies under any existing or future agreement between the Lender and Guarantor, including any other guaranty executed by Guarantor relating to any indebtedness of Borrower to the Lender; and (b) all rights and remedies which the Lender may have under applicable law or any other agreement, including any other guaranty by any other guarantor of any indebtedness of Borrower to the Lender. No provision of this Guaranty shall be deemed to be in limitation of any other provision of this Guaranty.

15.          The Lender’s Exercise of Rights. The obligations of Guarantor hereunder are independent of the obligations of Borrower, and the Lender shall have the right to commence and prosecute a separate action against Guarantor, whether or not Borrower is joined in such action or a separate action is brought against Borrower. The Lender shall have the right to commence and prosecute successive actions against Guarantor for separate breaches of this Guaranty. The Lender shall have the right to exercise any one or more of its rights and remedies under or in connection with this Guaranty at the Lender’s option, in its discretion, without notice to Guarantor or any other person (except as otherwise expressly required by this Guaranty or under any other written agreement executed by the Lender), and in such order and manner and at such times as the Lender may determine in its sole and absolute discretion. Whenever (a) the terms of this Guaranty grant the Lender the right to consent to or approve any transaction or matter; (b) the Lender is authorized or empowered under this Guaranty to make a determination with respect to any transaction or matter; or (c) this Guaranty provides that any agreement or other item must be approved by or acceptable to the Lender, then except as otherwise expressly provided, if at all, in this Guaranty, (i) the Lender shall have the right to grant or withhold such approval or consent and make such determination in its sole and absolute discretion; and (ii) the form and substance of such agreement or other item must be satisfactory to the Lender in its sole and absolute discretion. Whenever the terms of this Guaranty require the Lender’s consent to or approval of any transaction, matter, or agreement, such consent or approval shall not be deemed to be effective unless it is set forth in a written agreement signed by the Lender,

16.          Attorneys’ Fees and Costs and Other Expenses. Upon the Lender’s demand, Guarantor shall reimburse the Lender for all costs and expenses, including reasonable attorneys’, accountants’, consultants’, and expert witnesses’ fees and costs, which are incurred by the Lender in connection with the exercise of any or all of the Lender’s rights and remedies under this Guaranty, including reasonable attorneys’ fees and costs incurred in connection with the enforcement of the Indebtedness or any or all of the Lender’s rights against Guarantor under this Guaranty, whether or not any legal proceedings are instituted by the Lender, and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with any Bankruptcy Proceeding or other similar proceeding involving Guarantor which in any way affects the Lender’s exercise of any of its rights and remedies under this Guaranty. Guarantor’s obligation to reimburse the Lender under this Section shall include payment of interest on all amounts expended by the Lender from the date of expenditure at the rate of interest applicable to principal under the Note at the time of such expenditure. Without limiting the terms of this Section, Guarantor agrees that the Lender shall be entitled to retain such attorneys as the Lender, in its discretion, may select at such attorneys’ customary rates and charges for legal fees, costs and other services, and the Lender shall be entitled to full reimbursement from Guarantor for all such fees, costs and charges, regardless of any schedule, formula or other guideline for attorneys’ fees, whether described as reasonable or otherwise, which is established, set or adopted pursuant to any governmental requirements or by any trial, appellate, or bankruptcy court or governmental authority.

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17.        Reserved.

18.       Representations and Warranties by Guarantor.As a material inducement to the Lender’s extension of credit to Borrower in connection with the Loan, Guarantor makes the following representations and warranties to the Lender, each of which shall survive the closing of the Loan and all other extensions of credit to Borrower which comprise part of the Indebtedness:

18.1         Corporate, Partnership, or Limited Liability Company Existence.If Guarantor is a  corporation, partnership, or limited liability company, Guarantor is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, as applicable, and Guarantor is qualified to do business and is in good standing under the laws of the State of California.

18.2          Existence of Trust.If Guarantor is a trust, Guarantor is duly organized and validly existing, and the trustees of Guarantor are qualified to act in such capacity.

18.3          Authority.Guarantor has the full power and authority to carry on its business and to enter into and perform all of its obligations under this Guaranty, and this Guaranty, when executed by the persons signing this Guaranty on behalf of Guarantor, shall constitute the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms. The person or persons executing this Guaranty on behalf of Guarantor are duly authorized to execute this Guaranty. No consent of any other person not previously obtained by Guarantor, and no consent, approval, authorization or other action by or filing with any governmental authority not previously obtained, taken, or made, as applicable, is required in connection with the execution, delivery and performance of Guarantor’s obligations under this Guaranty.

18.4        No Violations.Guarantor’s execution of this Guaranty and Guarantor’s performance of its obligations hereunder will not result in a breach or violation of (a) any governmental requirements applicable to Guarantor or any judgment, writ, injunction, decree or order of any court relating and known to Guarantor; (b) any mortgage, commitment, restriction, or other document to which Guarantor is a party or by which Guarantor is bound; (c) Guarantor’s agreement or certificate of limited partnership, if Guarantor is a limited partnership; (d) Guarantor’s agreement or statement of partnership, if Guarantor is a general partnership; (e) Guarantor’s articles of incorporation or bylaws, if Guarantor is a corporation; (f) Guarantor’s articles of organization or operating agreement, if Guarantor is a limited liability company; or (g) Guarantor’s trust agreement, if Guarantor is a trust.

18.5        Financial Information.All statements respecting the financial condition of Guarantor and Borrower, respectively, which have been furnished to the Lender or which are hereafter submitted to the Lender (a) are or shall be accurate and complete in all material respects as of the dates appearing thereon; (b) present or shall present fairly, in all material respects, the financial condition and results of operations of the person to whom the financial statement applies as of the dates and for the periods shown on such statements; (c) disclose or shall disclose all material suits, actions, proceedings and contingent liabilities affecting the person to whom the financial statement applies; and (d) have been or shall be prepared in accordance with generally accepted accounting principles on the liquidation basis of accounting or such other accounting principles as may be reasonably acceptable to the Lender, consistently applied. None of the reports, information and documents furnished to the Lender by Guarantor in connection with the Loan, taken as a whole, contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, misleading; provided that, with respect to any projections, the Guarantor represents that such information was prepared in good faith based upon assumptions of the Guarantor believed to be reasonable at the time prepared.

18.6          Litigation.There are no actions, suits, proceedings or investigationspending or, to the best of Guarantor’s knowledge, threatened against or affecting Guarantor in any court or before any other governmental authority, nor does Guarantor know of any basis for any such action, suit, proceeding or investigation which would reasonably be expected to have a material adverse effect on the ability of the Guarantor to perform any of its obligations under this Guaranty.

18.7          Loan Documents. Guarantor has received copies of the Loan Documents described in recital Section A above, has carefully read such Loan Documents, and understands all of the terms of such Loan Documents. To the best of Guarantor’s knowledge, the representations and warranties made by Borrower to the Lender under the Loan Documents are true and correct.

19.         Default. The occurrence of any default by Borrower under any of the Loan Documents, or Guarantor’s default under any of the terms of this Guaranty or the failure of any of Guarantor’s representations or warranties under this Guaranty to be accurate and complete, shall at the option of the Lender entitle the Lender to declare the Indebtedness, or such portion thereof as may be designated by the Lender, to be immediately due and payable by Guarantor to the Lender.

20.          Severability. If any provision of this Guaranty is held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such provision shall be deemed to be severable from and shall in no way affect the validity or enforceability of the remaining provisions of this Guaranty, and such remaining provisions shall continue in full force and effect. Without limiting the preceding sentence, if any of the waivers contained in this Guaranty is held by any court of competent jurisdiction to be unlawful, voidable, void, or unenforceable for any reason, such waiver shall be effective to the maximum extent permitted by law.

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21.          Successors; Continuing Guaranty. This Guaranty shall inure to the benefit of the Lender and its successors and assigns (including any assignee of the Loan Documents) and shall be binding on Guarantor and its heirs, executors, administrators, personal representatives, successors and assigns. Guarantor’s liability under this Guaranty shall continue until all Indebtedness has been paid or performed in full. This is a continuing guaranty of payment and performance of the Indebtedness and may not be revoked by Guarantor under any circumstances, except only to the extent that such revocation is expressly permitted under applicable law and the terms of this Guaranty with respect to future new loan transactions between the Lender and Borrower entered into after the effective date of such revocation and with respect to which there is no continuing consideration. Subject to and except as otherwise provided in this Section 21, this Guaranty may be revoked solely with respect to future new loan transactions between the Lender and Borrower as to which there is no continuing consideration only by a written notice of revocation by Guarantor to the Lender which has been received by an officer of the Lender at the Lender’s offices located at the address for notices to the Lender which is specified in Section 23 below. Any such notice of revocation by Guarantor to the Lender (a) shall not be effective until 5 p.m., Pacific Standard time, on the first (1st) business day following the date on which such notice is actually received by the Lender pursuant to Section 23 below; and (b) shall not apply or be effective with respect to (i) any Indebtedness created, existing or arising prior to the time such notice of revocation becomes effective pursuant to this Section (whether or not such Indebtedness is then outstanding or has then accrued); or (ii) any extension, renewal, modification, amendment, supplement, or replacement of the Indebtedness, whether made before or after such notice of revocation becomes effective pursuant to this Section; or (iii) any Indebtedness which is reinstated or revived pursuant to the terms of Section 13 above, whether such reinstatement or revival occurs before or after such notice of revocation becomes effective pursuant to this Section. If Guarantor is a natural person, this Guaranty shall not be terminated or revoked by the death of Guarantor with respect to future extensions of credit by the Lender to Borrower, unless and until a notice of revocation has been received by the Lender from the duly appointed representative, executor or administrator of Guarantor’s estate in accordance with this Section, notwithstanding the fact that the Lender may have knowledge of Guarantor’s death.

22.          Assignment. The Lender shall have the right, without notice to or the consent of Guarantor or any other person, (a) to assign this Guaranty, in whole or in part, to any person in connection with the sale, transfer, pledge or assignment of any or all of Loan Documents; and (b) to sell one or more participations in this Guaranty to any person in connection with the sale of participations in the Loan Documents. Upon any assignment of this Guaranty, Guarantor shall be liable to the assignee under this Guaranty without in any manner affecting the liability of Guarantor to the Lender with respect to any Indebtedness which continues to be owing to the Lender. The Lender is authorized to disclose to any assignee, participant in the Loan, or prospective assignee or participant in the Loan all documents and information now or hereafter in the Lender’s possession or control relating to Guarantor, the Indebtedness, or the Collateral, provided that such disclosure shall be made exclusively in connection with the proposed assignment of this Guaranty or sale of a participation in the Loan.

23.          Notices. All notices and demands which the Lender may elect to give to Guarantor under this Guaranty shall be in writing and shall be effective on the earlier of personal delivery to Guarantor or three (3) days after deposit in first-class or certified United States mail, postage prepaid, addressed to Guarantor at the address set forth opposite Guarantor’s signature appearing below. All notices and demands by Guarantor to the Lender under this Guaranty shall be in writing and shall be effective only on actual receipt by the Lender at the Lender’s address set forth in the Deed of Trust; provided, however, that nonreceipt of any such notice or demand by the Lender as a result of the Lender’s refusal to accept delivery shall be deemed receipt by the Lender. For purposes of this Section, written notice shall be deemed to include notice given by telegram, telecopy, telex, and overnight courier service. Guarantor’s and the Lender’s respective addresses set forth in this Section may be changed by written notice given to the other party in accordance with this Section. If Guarantor consists of more than one person, service of any notice or demand on any one of such persons by the Lender shall be effective service on Guarantor for all purposes

24.          Amendments; Time of the Essence. This Guaranty may be modified or supplemented only by a written agreement signed by the Lender and Guarantor. Time is of the essence in the performance of each provision of this Guaranty by Guarantor.

25.          No Waivers or Release by the Lender. No waiver by the Lender of any of its rights or remedies in connection with the Indebtedness or of any of the terms or conditions of the Loan Documents or this Guaranty, and no release by the Lender of Guarantor under this Guaranty, shall be effective unless such waiver or release is in writing and signed by a duly authorized officer of the Lender. Without limiting the generality of this Section, (a) no delay or omission by the Lender in exercising any of its rights or remedies in connection with the Indebtedness or this Guaranty shall constitute or be construed as a waiver of such rights or remedies; (b) no waiver by the Lender of any default by Borrower under the Loan Documents or by Guarantor under this Guaranty, or consent by the Lender to any act or omission by Borrower or Guarantor, shall constitute or be construed as a waiver of or consent to any other or subsequent default, act or omission by Borrower or Guarantor; (c) no disbursement of the proceeds of the Loan or any future advance by the Lender following any default by Borrower under the Loan Documents shall constitute or be construed as a waiver of such default or obligate the Lender to make any other disbursement under the Loan Documents; (d) no acceptance by the Lender of any late payment or late or defective performance of any of the Indebtedness by Borrower shall constitute a waiver by the Lender of the right to require prompt payment and performance strictly in accordance with the Loan Documents with respect to any other payment or performance of any of the Indebtedness; (e) no acceptance by the Lender of any payment or performance following any notice of default which has been given by the Lender shall constitute a waiver of the Lenders right to proceed with the exercise of its remedies with respect to any Indebtedness which has not been paid or performed in full; and (f) no acceptance by the Lender of any partial payment or performance from Guarantor shall constitute a waiver by the Lender of any of its rights or remedies relating to any obligations of Guarantor which have not been paid or performed in full.

C-8

26.          Interpretation. Whenever the context of this Guaranty reasonably requires, all words used in the singular shall be deemed to have been used in the plural, and the neuter gender shall be deemed to include the masculine and feminine gender, and vice versa. For purposes of this Guaranty, except as otherwise expressly provided in this Guaranty, (a) all references to the Indebtedness shall be deemed to refer to any or all of the Indebtedness; (b) all references to the Collateral shall be deemed to refer to any or all of the Collateral; (c) all references to the Loan Documents shall be deemed to refer to any or all of the Loan Documents; (d) all references to Borrower shall be deemed to include the Borrower named above in this Guaranty, any person at any time assuming or otherwise becoming primarily liable on the Indebtedness, and any person holding or acting on behalf of the estate of the Borrower named above in this Guaranty, including any debtor in possession or trustee under the Bankruptcy Code or in any other Bankruptcy Proceeding and any receiver, liquidator, custodian, or sequestrator of Borrower or Borrower’s property; (e) the term “including” shall be deemed to mean “including without limitation,” and the term “include” shall be deemed to mean “include but not be limited to”; (f) the term “document” or “agreement” shall include all contracts, commitments, restrictions, agreements, mortgages, and instruments; (g) the term “discretion” shall be deemed to mean “sole and absolute discretion”; and (h) the term “person” shall include any natural person and any entity, including any corporation, partnership, joint venture, trust, unincorporated organization, trustee, or governmental authority. The headings to sections of this Guaranty are for convenient reference only, do not in any way define or limit any of the terms of this Guaranty, and shall not be used in interpreting this Guaranty.

27.          Governing Law; Consent to Jurisdiction and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of California, notwithstanding anything to the contrary contained in the Loan Documents. In any action brought under or arising out of this Guaranty, Guarantor irrevocably and unconditionally (a) consents to the jurisdiction of any competent court within the State of California; (b) consents to service of process by any means authorized by California law; and (c) agrees that the Lender may commence any such action in any court having jurisdiction over the matter located in any county in which the Lender has an office or in which all or part of the Collateral is located. Without limiting the preceding sentence, Guarantor waives all existing and future objections which Guarantor may have to (i) personal jurisdiction over Guarantor by any court within the State of California: and (ii) venue by any court specified in Section 27(c) above.

28.          Entire Agreement. Except as otherwise expressly provided in this Section, this Guaranty contains the entire agreement between Guarantor and the Lender concerning the subject matter of this Guaranty and supersedes all prior and contemporaneous negotiations, agreements, statements, understandings, terms, conditions, representations and warranties, whether oral or written, made by Guarantor or the Lender concerning the subject matter of this Guaranty. Notwithstanding the preceding sentence, nothing contained in this Guaranty shall be deemed to supersede or otherwise affect (a) any other guaranty executed by Guarantor in favor of the Lender; or (b) any other written agreement now or at any time hereafter executed by Guarantor and the Lender. Without limiting this Section, Guarantor agrees that no promise, agreement, representation, or warranty of any kind which is not expressed in this Guaranty was made to induce Guarantor to enter into this Guaranty, and no course of dealing between the Lender and Guarantor or Borrower or extrinsic or parol evidence of any kind shall be used to supplement, modify or vary any of the terms of this Guaranty.

29.          WAIVER OF RIGHT TO JURY TRIAL. GUARANTOR IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THE LOAN, THIS GUARANTY, THE DEED OF TRUST, OR ANY OF THE OTHER LOAN DOCUMENTS EXECUTED BY BORROWER, ANY OR ALL OF THE REAL AND PERSONAL PROPERTY COLLATERAL SECURING THE LOAN, OR ANY OF THE TRANSACTIONS WHICH ARE CONTEMPLATED BY THE LOAN DOCUMENTS OR THIS GUARANTY. THE JURY TRIAL WAIVER CONTAINED IN THIS SECTION IS INTENDED TO APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ANY AND ALL DISPUTES AND CONTROVERSIES THAT ARISE OUT OF OR IN ANY WAY RELATE TO ANY OR ALL OF THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS OF ANY KIND, THIS GUARANTY MAY BE FILED WITH ANY COURT OF COMPETENT JURISDICTION AS GUARANTOR’S WRITTEN CONSENT TO GUARANTOR’S WAIVER OF A JURY TRIAL. GUARANTOR HAS INITIALED THIS SECTION BELOW TO INDICATE ITS AGREEMENT WITH THE JURY TRIAL WAIVER AND OTHER TERMS CONTAINED IN THIS SECTION.

/          /           /           /

GUARANTOR’S INITIALS

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30.          UNDERSTANDING OF WAIVERS AND OTHER TERMS. GUARANTOR ACKNOWLEDGES AND AGREES THAT (A) IT HAS CAREFULLY READ AND UNDERSTANDS ALL OF THE TERMS OF THIS GUARANTY; (B) IT HAS EXECUTED THIS GUARANTY FREELY AND VOLUNTARILY, AFTER HAVING CONSULTED WITH GUARANTOR’S INDEPENDENT LEGAL COUNSEL AND AFTER HAVING HAD ALL OF THE TERMS OF THIS GUARANTY EXPLAINED TO IT BY ITS INDEPENDENT LEGAL COUNSEL OR AFTER HAVING HAD A FULL AND ADEQUATE OPPORTUNITY TO CONSULT WITH GUARANTOR’S INDEPENDENT LEGAL COUNSEL; (C) EACH OF THE WAIVERS CONTAINED IN THIS GUARANTY IS REASONABLE, NOT CONTRARY TO PUBLIC POLICY OR LAW, AND HAS BEEN INTENTIONALLY, KNOWINGLY, AND VOLUNTARILY AGREED TO BY GUARANTOR; AND (D) EACH OF THE WAIVERS CONTAINED IN THIS GUARANTY HAS BEEN AGREED TO BY GUARANTOR WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, INCLUDING FULL KNOWLEDGE OF THE SPECIFIC NATURE OF ANY DEFENSE WHICH GUARANTOR HAS AGREED TO WAIVE PURSUANT TO THIS GUARANTY.

[Remainder of Page Blank]

C-10

Guarantor:

Woodbridge Wind-Down Entity LLC,

a Delaware limited liability company

By:
	Frederick Chin, Chief Executive Officer

Address:

14140 Ventura Boulevard, #302, Sherman Oaks, CA 91423

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EXHIBIT “A”

COVENANTS

This Exhibit ‘‘A” is an integral part of the Agreement between the Lender and Guarantor, and the following terms are incorporated in and made a part of the Agreement to which this Exhibit “A” is attached:

Financial Statements and Tax Returns. If requested by the Lender, Guarantor shall deliver to the Lender (a) copies of the Guarantor’s unaudited financial statements for the fiscal quarter most recently ended within sixty (60) days after the close of such fiscal quarter; and (b) the most recent federal income tax returns for Guarantor within thirty (30) days after the date on which such returns are required to be filed by Guarantor, commencing only with the fiscal year ending June 30, 2020. All financial statements furnished to the Lender under this Section shall be prepared in accordance with good accounting practices, consistently applied, on the liquidation basis of accounting. Guarantor shall provide the Lender with such other information concerning the financial condition and affairs of Guarantor as the Lender may require within ten (10) business days (or such longer period of time as the Guarantor may reasonably request in respect of the scope of such request) after the Lender’s request for such information

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LOAN AGREEMENT

(LINE OF CREDIT)

EXHIBIT “D”

CLOSING CHECKLIST

Loan Amount: $27,655,000

Loan Number: 203909-01
Obligor Number: 0210922659

between

First Republic Bank,

as Lender

and

WB Propco, LLC,

as Borrower

DOCUMENT CHECKLIST

Closing Date: April 9, 2019

D-1

Parties
“Borrower”	WB Propco, LLC, a Delaware limited liability company
“Parent Guarantor”	Woodbridge Wind-Down Entity, LLC, a Delaware limited liability company
“Subsidiary Guarantors”	WB 141 S. Carolwood, LLC (“Carolwood Guarantor”), a Delaware limited liability company WB 9127 Thrasher, LLC (“Thrasher Guarantor”), a Delaware limited liability company WB 8124 3rd Street, LLC (3rd Street Guarantor”), a Delaware limited liability company WB 10750 Chalon, LLC (“Chalon Guarantor”), a Delaware limited liability company
“Lender”	First Republic Bank
Counsel
“RS”	Reed Smith LLP, counsel to Lender
“KTBS”	Klee, Tuchin, Bogdanoff & Stem LLP, counsel to Borrower, Parent Guarantor and Subsidiary Guarantors
“GW”	Glaser Weil Fink Howard Avchen & Shapiro LLP, counsel to Borrower, Parent Guarantor and Subsidiary Guarantors
Title/Escrow
“Title Company”	Fidelity National Title Michael Brinkman Commercial Title Officer 4400 MacArthur Blvd., Suite 200 Newport Beach, CA 92660 Direct: (949) 221-4723 Group Email: MBTeam@fnf.com Email: mike.brinkman,@fnf.com
“Escrow Agent”	A & A Escrow Services, Inc.

	COLLATERAL PROPERTIES (EACH, A “PROPERTY”, AND COLLECTIVELY, “PROPERTIES”)
	Property	Subsidiary Guarantor
1.	10060 and 10100 West Sunset Boulevard & 141 South Carolwood Drive (“Carolwood”)	Carolwood Guarantor
2.	9127 Thrasher (“Thrasher”)	Thrasher Guarantor
3.	8124 West 3rd Street (“3rdStreet”)	3rd Street Guarantor
4.	10750 Chalon Road (“Chalon”)	Chalon Guarantor

D-2

No.	Item	Responsible Party	Status	Signatories
PRINCIPAL LOAN DOCUMENTS:
1.	Loan Agreement	RS	Final.	☐ Borrower ☐ Lender
2.	Promissory Note	RS	Final.	☐ Borrower
3.	Guaranty	RS	Final.	☐ Parent Guarantor
4.	Automatic Debit Addendum	RS	Final.	☐ Borrower
5.	Agreement to Provide Insurance	RS	Final.	☐ Borrower
6.	Accommodation Deed of Trust	RS
	A. Carolwood	RS	Final.	☐ Carolwood Guarantor
	B. Thrasher	RS	Final.	☐ Thrasher Guarantor
	C. 3rd Street	RS	Final.	☐ 3rd Street Guarantor
	D. Chalon	RS	Final.	☐ Chalon Guarantor
7.	Partial Release Rider to Deed of Trust	RS
	A. Carolwood	RS	Final.	☐ Carolwood Guarantor ☐ Borrower ☐ Lender
	B. Thrasher	RS	Final.	☐Thrasher Guarantor ☐ Borrower ☐ Lender
	C. 3rd Street	RS	Final.	☐ 3rd Street Guarantor ☐ Borrower ☐ Lender
	D. Chalon	RS	Final.	☐ Chalon Guarantor ☐ Borrower ☐ Lender
8.	Accommodation Party Assignment of Leases (3rd Street)	RS	Final.	☐ 3rd Street Guarantor
9.	Rider to Accommodation Party Assignment of Leases (3rdStreet)	RS	Final.	☐ 3rd Street Guarantor
10.	Environmental Indemnity and Rider Thereto	RS	Final.	☐ Borrower ☐ Carolwood Guarantor ☐ Thrasher Guarantor ☐ 3rd Street Guarantor ☐ Chalon Guarantor ☐  Lender
11.	Payer of Record and Billing Address Confirmation, Compliance Agreement, and Impound Account Election	RS	Final.	☐ Borrower

D-3

No.	Item	Responsible Party	Status	Signatories
12.	Trust Certification by the Woodbridge Liquidation Trust	RS/KTBS	Final.	☐ Liquidation Trustee
	A. Exhibits	RS/KTBS	Final.	N/A; included above.
13.	Omnibus LLC Written Consent/Resolutions of Borrower. Parent Guarantor and Subsidiary Guarantors	KTBS	Final.	☐ Liquidation Trust Supervisory Board of the Woodbridge Liquidation Trust (as Sole Member of the Parent Guarantor) ☐ Board of Managers of Parent Guarantor (as Sole Member of the Borrower) ☐ Board of Managers of Borrower (as Sole Member of each Property Guarantor)
14.	Loan Disbursement Instructions (WB Propco, LLC)	RS	Final.	☐ Borrower ☐ Lender
15.	UCC-1 Financing Statement for Subsidiary Guarantors (Los Angeles County)
	A.  Carolwood	RS	Final.	N/A
	B.  Thrasher	RS	Final.	N/A
	C. 3rd Street	RS	Final.	N/A
	D.  Chalon	RS	Final.	N/A
16.	UCC-1 financing Statement for Subsidiary Guarantors (DE Secretary of State)
	A.  Carolwood	RS	Final.	N/A
	B.   Thrasher	RS	Final.	N/A
	C.   3rd Street	RS	Final.	N/A
	D.   Chalon	RS	Final.	N/A
ENTITY DILICENCE:
17.	Trust Agreement for Liquidation Trust	KTBS	Received.	N/A
18.	LLC Operating Agreement for Borrower	KTBS	Received.	N/A
19.	LLC Operating Agreement for Property Guarantors
	A. Carolwood	KTBS	Received.	N/A
	B.  Thrasher	KTBS	Received.	N/A
	C. 3rd Street	KTBS	Received.	N/A
	D.  Chalon	KTBS	Received.	N/A
20.	Certificate of Good Standing for Borrower (DE)	KTBS	Received.	N/A
21.	Certificate of Good Standing for Subsidiary Guarantors (DE)
	A. Carolwood	KTBS	Received.	N/A
	B. Thrasher	KTBS	Received.	N/A

D-4

No.	Item	Responsible Party	Status	Signatories
	C. 3rd Street	KTBS	Received.	N/A
	D. Chalon	KTBS	Received.	N/A
22.	Certificate of Status for Borrower (CA)	KTBS	Received.	N/A
23.	Certificate of Status for Subsidiary Guarantors (CA)
	A. Carolwood	KTBS	Received.	N/A
	B. Thrasher	KTBS	Received.	N/A
	C. 3rd Street	KTBS	Received.	N/A
	D. Chalon	KTBS	Received.	N/A
REAL PROPERTY DUE DILIGENCE:
24.	Preliminary- Title Report
	A. Carolwood	Title Company	Received.	N/A
	B. Thrasher	Title Company	Received.	N/A
	C. 3rd Street	Title Company	Received.	N/A
	D. Chalon	Title Company	Received.	N/A
GENERAL CLOSING DELIVERABLES:
25.	Legal Opinion (Execution, Delivery, Authority, Perfection, Enforceability, Non-contravention, etc.)	GW	Final.	☐ GW
26.	Lender’s Title Policy Pro Forma	Title Company/RS	Received.	N/A
27.	Closing Escrow Instructions	RS		☐ RS ☐ Title Company ☐ Escrow Agent
28.	Settlement Statement	Title Company		☐ Borrower

D-5

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (as hereinafter amended from time to time, this “Agreement”) is made and entered into this 31st day of July, 2019 by and between WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company (the “Company”), and FREDERICK CHIN (the “Employee”).

RECITALS

The Company is engaged in the business of the management and administration of Company assets and the distribution of net proceeds from sales and dispositions thereof to the Liquidation Trust in accordance with the terms of (1) the Limited Liability Company Agreement of the Company, dated as of February 15, 2019 (the “LLC Agreement”), (2) the Liquidation Trust Agreement, dated February 15, 2019, by and among the Debtors party thereto and Michael Goldberg, as Liquidation Trustee (the “Trust Agreement”), (3) the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors, dated August 22, 2018 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”), and (4) the order of the United States Bankruptcy Court for the District of Delaware confirming the Plan, dated October 26, 2018 (the “Order”);

The Company and the Employee are party to an Employment Agreement, dated as of February 15, 2019 (the “Effective Date”), between the Company and Employee, pursuant to which Employee is employed as Chief Executive Officer of the Company (the “Prior Employment Agreement”); and

The Company and the Employee desire to enter into this Agreement, as an amendment and restatement of the Prior Employment Agreement, in order for the Company to continue to engage the services of Employee and Employee desires to serve the Company on the terms herein provided.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and the Employee (individually a “Party” and together the “Parties”), intending to be legally bound, agree as follows:

AGREEMENT

1.  Employment Term. The Company hereby employs the Employee, and the Employee hereby accepts such employment, for the period commencing on the Effective Date and continuing for a term of two (2) years and six (6) months (the “Initial Term”). At the expiration of the Initial Term, this Agreement will automatically renew for one additional term of one (1) full fiscal quarter (the “First Extension”) if the wind down of the Company has not been completed on or before the expiration of the Initial Term. At the expiration of the First Extension, this Agreement will automatically renew for one additional term of one (1) full fiscal quarter (the “Second Extension”) if the wind down of the Company has not been completed on or before the expiration of the First Extension. For purposes of this agreement, “Employment Term” shall mean the Initial Term and, as applicable, the First Extension and Second Extension. Wind down of the Company shall be deemed to occur 60 days following the sale or other disposition of all of the real property vested in the Company as contemplated by the LLC Agreement, the Trust Agreement, the Plan and the Order.

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2.  Position.

(a) The Employee shall serve as the Company’s Chief Executive Officer. The Employee shall have such duties and authority, commensurate with such senior executive position and subject to the supervision of the Company’s Board of Managers (as defined in the LLC Agreement) (the “Board”) which are described in the LLC Agreement consistent with the Plan, including the authority to administer the Company in the manner contemplated by the LLC Agreement and the Amended Wind-Down Business Plan approved by the Company’s Board of Managers. For so long as the Employee serves as Chief Executive Officer during the Employment Term, the Employee shall, subject to the provisions of the LLC Agreement, also serve as a member of the Board, without additional compensation.

(b) The Employee shall devote substantially all of his full business time and efforts to the performance of the Employee’s duties hereunder and shall not engage in any other business, profession, or occupation for compensation or otherwise that would conflict or interfere with the rendering of such services either directly or indirectly without the prior written consent of the Board; provided, that nothing herein shall preclude the Employee from accepting appointment to or to continue to serve on any board of directors or trustees of any business, charitable, educational organization, from engaging in other charitable, civic, and professional activities, or engaging in passive investment activities with other business ventures, provided, further, that such activities in the aggregate do not conflict or interfere in any material respect with the performance of the Employee’s duties hereunder or require Employee to devote more than forty (40) hours of time per month.

3. Base Salary. During the Employment Term, the Company shall pay the Employee an effective annual base salary of $750,000, payable in installments in accordance with the Company’s payroll practices as in effect from time to time (not less frequently than twice per month), subject to applicable deductions and withholding. The Employee’s effective annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.” The Employee shall be entitled to annual increases (but not decreases) in Base Salary, based on an annual merit review by the Board; provided, that any such increase shall be determined in the sole discretion of the Board and limited to no more than ten percent (10%) of the preceding year’s Base Salary. The first annual increase to the Base Salary shall occur not earlier than December 31, 2019.

4. Bonus. During the Employment Term, Employee shall be eligible to receive bonus payments determined in accordance with the provisions of Sections 4(a) and 4(b) below.

(a) Wind Down Bonus Compensation. At the earlier of concluding the wind down of the Company’s assets as contemplated by the Plan, and expiration of the Employment Term (subject to the Extension), the Company will calculate the collective amount that has been distributed from the Company to the Liquidation Trust, and Employee will be entitled to receive a cash bonus determined on the basis of the aggregate amount of cash distributions from the Company to the Liquidation Trust for the period from the Effective Date to and including the end of the Employment Term (the “Wind Down Period”). For purposes of all bonus calculations under this Section 4, the term “distributions from the Company to the Liquidation Trust” and variations thereof shall include all remissions of Cash from the Company to the Liquidation Trust (“Distributions”). For the avoidance of doubt, Distributions exclude Liquidation Trust Expenses, and there shall have been no Distributions occurring prior to the Effective Date. If the collective amount of Distributions during the Wind Down Period is less than Three Hundred Fifty One Million Ninety Three Thousand Dollars ($351,093,000) (the “Wind Down Bonus Threshold”), Employee shall receive no bonus under this Section 4(a). For any amount of Distributions during the Wind Down Period in excess of the Wind Down Bonus Threshold, Employee’s bonus pursuant to this Section 4(a) (the “Wind Down Bonus”) shall be determined on the basis of the cumulative amount of Distributions during the Wind Down Period as follows:

	Cumulative Amount of Distributions During Wind Down Period	Wind Down Bonus Payment Amount
Low	$351,093,000 to $401,442,999	$1,125,000
Base	$401,443,000 to $528,584,999	$1,500,000
High	$528,585,000 or over	$1,875,000

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The Wind Down Bonus payable to Employee under this Section 4(a) shall be determined and paid to Employee within 30 days after the end of the Wind Down Period; provided that no Wind Down Bonus shall be due or paid under this Agreement if Employee has been terminated by the Company for Cause (as defined below) or voluntarily resigned other than for Good Reason (as defined below) before the 30^th day after the end of the Initial Term.

(b) Annual Bonus Compensation. At the end of each period described below Employee shall be entitled to a bonus determined on the basis of Distributions during such period. For the avoidance of doubt, Distributions in any given period shall include the amount of cash amounts collected as a result of or otherwise attributable to sales or other dispositions of real properties and other Company assets in such period, and distributed to the Liquidation Trust in a subsequent period, if so certified by the Board for purposes of calculating bonus payments earned for such period under this Section 4(b). All bonus amounts payable to Employee under this Section 4(b) shall be determined and paid to Employee within 30 days after the end of the applicable bonus period; provided that no annual bonus shall be due or paid under this Agreement for a specific period if Employee has been terminated by the Company for Cause or voluntarily resigned other than for Good Reason before the 30^th day after the end of such period.

(i) Period 1. Period 1 is the period between the Effective Date and December 31, 2019. At the end of Period 1, the Company will calculate the amount of Distributions in respect of Period 1 (“Period 1 Distributions”). If the amount of Period 1 Distributions is less than Ninety Seven Million Three Hundred Thirty Two Thousand Dollars ($97,332,000) (the “Period 1 Bonus Threshold”), Employee shall receive no bonus under this Section 4(b)(i). If the amount of Period 1 Distributions exceeds the Period 1 Bonus Threshold, Employee’s bonus pursuant to this Section 4(b)(i) (the “Period 1 Bonus”) shall be an amount determined on the basis of cumulative Distributions during Period 1 as follows:

	Cumulative Amount of Distributions During Period 1	Period 1 Bonus Payment Amount
Low	$97,332,000 to $106,504,999	$487,500
Base	$106,505,000 to $125,454,999	$637,500
High	$125,455,000 or more	$862,500

(ii) Period 2. Period 2 is the period between the Effective Date and December 31, 2020. At the end of Period 2, the Company will calculate the amount of Distributions in respect of Period 2 (which amount the parties acknowledge by definition shall include, without duplication, all Period 1 Distributions) (“Period 2 Distributions”). If the amount of Period 2 Distributions is less than One Hundred Seventy Eight Six Hundred Seventy Seven Thousand Dollars ($178,677,000) (the “Period 2 Bonus Threshold”), Employee shall receive no bonus under this Section 4(b)(ii). If the amount of Period 2 Distributions exceed the Period 2 Bonus Threshold, Employee’s bonus pursuant to this Section 4(b)(ii) (the “Period 2 Bonus”) shall be an amount determined on the basis of cumulative Distributions during Period 2 as follows:

	Cumulative Amount of Distributions During Period 2	Period 2 Bonus Payment Amount
Low	$178,677,000 to $206,372,999	$487,500
Base	$206,373,000 to $262,744,999	$637,500
High	$262,745,000 or more	$862,500

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(iii) Period 3. Period 3 is the period between the Effective Date and the expiration of the Term of this Agreement, as such term may be extended as provided in Section 1 above. At the end of Period 3, the Company will calculate the amount of Distributions in respect of Period 3 (which amount the parties acknowledge by definition shall include, without duplication, all Period 1 Distributions and all Period 2 Distributions) (“Period 3 Distributions”). If the amount of Period 3 Distributions is less than Three Hundred Fifty One Million Ninety Three Thousand Dollars ($351,093,000) (the “Period 3 Bonus Threshold”), Employee shall receive no bonus under this Section 4(b)(iii). If the amount of Period 3 Distributions exceed the Period 3 Bonus Threshold, Employee’s bonus pursuant to this Section 4(b)(iii) (the “Period 3 Bonus”) shall be an amount determined on the basis of cumulative Distributions during Period 3 as follows:

	Cumulative Amount of Distributions During Period 3	Period 2 Bonus Payment Amount
Low	$351,093,000 to $401,442,999	$487,500
Base	$401,443,000 to $528,584,999	$637,500
High	$528,585,000 or more	$862,500

5. Employee Benefits. During the Employment Term, Employee and his eligible dependents shall be entitled to participation in the Company’s health, dental, vision and life insurance coverages (collectively, “Employee Benefits”). In addition, the Employee shall be entitled to four (4) weeks of paid vacation each year.

6. Business Expenses. During the Employment Term, the Employee shall be reimbursed by the Company for reasonable business expenses incurred by the Employee in the performance of the Employee’s duties hereunder, including expenses for travel and lodging; provided, however, that any request of Employee for reimbursement of business expenses in excess of $10,000 in any calendar month during the Employment Term shall require the approval of the Board.

7. Termination. The Employee’s employment hereunder may be terminated by either Party at any time and for any reason on at least thirty (30) days’ advance written notice (other than upon the Employee’s death or upon a termination for Cause, which may be effective immediately). Any purported termination of employment by the Company or by the Employee (other than due to the Employee’s death) shall be communicated by written Notice of Termination to the other Party hereto in accordance with Section 13(f) hereof. Notwithstanding any other provision of this Agreement, the provisions of this Section 7 exclusively shall govern the Employee’s rights upon termination of employment with the Company and its affiliates.

(a) Termination by the Company for Cause.

(i) If the Employee’s employment hereunder is terminated by the Company for Cause (as defined below), the Employee shall be entitled to receive solely the following: Base Salary, accrued and unused vacation through the date of termination and all Employee Benefits prorated to the effective date of termination (the “Accrued Rights”). The Company and Employee acknowledge and agree that Accrued Rights shall also include bonuses that were required to be paid, pursuant to the terms of this Agreement, but were not paid prior to the date of termination of employment (even resignation without Good Reason and termination for Cause).

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(ii) For purposes of this Agreement (and notwithstanding any different definition of the term Cause in the LLC Agreement), “Cause” shall mean any of the following grounds for termination of Employee’s employment, in each case as reasonably determined by the Board within 90 days of the Board becoming aware of the existence of the event or circumstances: (A) fraud, embezzlement, or any act of moral turpitude or willful misconduct on the part of the Employee; (B) conviction of or the entry of a plea of nolo contendere by the Employee for any felony; (C) the willful breach by the Employee of any material term of this Agreement; or (D) the willful failure or refusal by the Employee to perform his reasonably assigned duties to the Company; provided, however, that no act or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company and consistent with the Plan and Wind-Down Business Plan.

(b) Voluntary Resignation by the Employee. If the Employee resigns voluntarily other than for Good Reason (as defined below), Employee shall be entitled to receive solely the Accrued Rights. For purposes of this Agreement, “Good Reason” shall mean any of the following which is not corrected by the Company within 30 days after the Company receives written notice from Employee specifying the circumstances and correction sought:

(i)    any diminution in Employee’s title, duties, authorities, or responsibilities, or actions by the Board without Employee’s consent assigning duties to Employee or otherwise directing actions inconsistent with the Wind-Down Business Plan;

(ii)    any reduction in, or limitation upon, Employee’s Base Salary, benefits or bonus opportunities;

(iii)   requiring Employee to relocate his regular office location for the performance of his duties to a location more than thirty (30) miles from such office;

(iv)   Employee ceases to be a member of the Board;

(v)    material breach by the Company of any provision of this Agreement or any other agreement between the Company and Employee;

(vi)   the Company’s failure to extend the Employment Term to implement the Extension described in Section 1 of this Agreement; or

(vii)  any action by the Board (taken without Employee’s recommendation or over Employee’s objection) which could reasonably be expected to result in a failure of the Company to make Distributions in amounts required to earn any bonus opportunity under Section 4 above, including but not limited to proposed sales or dispositions of Wind Down Assets at material discounts to fair market value or incurring Wind Down Expenses in excess of market rates.

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(c) Termination by the Company Without Cause or Resignation by Employee for Good Reason. If the Employee’s employment hereunder is terminated by the Company without Cause, or if the Employee resigns for Good Reason (subject to the last paragraph of this Section 7(c)), the Employee shall be entitled to receive the following in addition to the Accrued Rights:

(i)     Continued payments of Employee’s then applicable annual Base Salary for the remainder of the Employment Term (including the Extension, if any); plus

(ii)    Payments of the cash bonus amounts pursuant to Section 4 above that Employee would have become entitled to receive if he had remained employed during the entire Employment Term, which bonus amounts shall be determined in accordance with Section 4 and shall become due and payable to Employee when, as and if the corresponding amount would have become payable under Section 4. For example, if (i) Employee is terminated without Cause or resigns for Good Reason during Period 2, (ii) Distributions during the Wind Down Period are ultimately determined to be $360,000,000, (iii) Distributions during Period 1 were $110,000,000 (and a Period 1 Bonus of $637,500 had already been earned and paid as provided in Section 4(b)(i)), (iv) Distributions during Period 2 and Period 3 are ultimately determined to be $270,000,000 and $360,000,000, respectively, then Employee shall become entitled to receive: (x) a Wind Down Bonus in the amount of $1,125,000 within 30 days after the end of the Wind Down Period; (y) a Period 2 Bonus in the amount of $862,500 within 30 days after the end of Period 2; and a Period 3 Bonus in the amount of $487,500 within 30 days after the end of Period 3.

Employee must actually terminate employment within two (2) years following the initial existence of the event or circumstance constituting Good Reason, and Employee must have given the Company notice of the initial existence of such event or circumstance within 90 days of its initial existence, in order for Employee to be entitled to resign for Good Reason and the benefits of this Section 7(c).

(d) Termination Upon Death or Disability of Employee. If the Employee’s employment hereunder is terminated by reason of the Death or Disability of Employee, the Employee (or Employee’s estate or beneficiary) shall be entitled to receive, in addition to the Accrued Rights, the bonus amounts to which Employee would thereafter have become entitled to receive under Section 7(c)(ii) above, which bonus amounts shall prorated on the basis of the Distributions actually made prior to the effective date of termination for the period(s) applicable to the bonus determination under Section 4 above. For this purpose, the prorated bonus amount for each applicable bonus period (the Wind Down Period and the applicable Section 4(b) annual period (Period 1, Period 2 or Period 3) shall be equal to the full maximum bonus amounts payable for each such period, as applicable, multiplied by a fraction: (i) the numerator of which shall be the aggregate amount of Distributions for the applicable period ending on the effective date of termination, by (y) the aggregate amount of Distributions for the entire applicable period includingthe effective date of termination.

For purposes of this Agreement, “Disability” shall mean the Employee is disabled by any physical or mental condition that renders him unable to perform the essential functions of his position with or without reasonable accommodation as required by law for any period of ninety (90) consecutive days or an aggregate of one hundred twenty (120) days during any 12-month period.

(e) Board/Committee Resignation. Upon termination of the Employee’s employment for any reason, the Employee agrees to resign at the direction of the Board, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the board of directors (and any committees thereof) or any other positions of any of the Company’s subsidiaries or affiliates.

(f) Nature of Termination Benefits. The termination benefits provided under this Section 7 shall not be treated as damages, but rather shall be treated as severance compensation to which Employee is entitled. Employee shall not be required to mitigate the amount of any payment or benefit provided by seeking other employment or otherwise and there shall be no reduction of or offset against amounts due Employee under this Agreement on account of any remuneration or earnings that Employee may receive from to any other source.

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8.  Section 409A.

(a) The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Employee notifies the Company that the Employee has received advice of tax counsel of a national reputation with expertise in Section 409A that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Employee to incur any additional tax or interest under Section 409A (with specificity as to the reason therefor) or the Company independently makes such determination, the Company shall, after consulting with the Employee, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Section 409A.

(b) A termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” If the Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided prior to the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum on the first business day following the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) (i) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies as in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee; (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.

(d) For purposes of Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

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9. Directors and Officers Insurance; Indemnification.

(a) During the Employment Term, the Company shall keep in force for the Employee coverage under a directors and officers liability insurance policy, with such coverage to be at a level no less than that maintained for other officers of the Company and the members of the Board.

(b) The Company shall indemnify Employee, to the maximum extent permitted under applicable law and as set forth in the applicable organizational instruments governing the Company (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to time)), against all liabilities, losses, damages, costs, charges, and expenses (collectively, “Losses”) incurred or sustained by Employee in connection with any claim, action, suit, or proceeding to which Employee may be made a party, brought directly or derivatively by any third party by reason of any act or omission by Employee as a director or officer of the Company; provided that, Employee shall be liable for (and shall not be entitled to indemnification for) any such losses incurred by reason of his gross negligence, willful misconduct, or breach of the duty of loyalty, unless and only to the extent that the court in which such claim, action, suit, or proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. Employee’s rights under this Section 11 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or otherwise.

Employee, as an Officer of the Company and a member of the Board, and as a Wind-Down Indemnified Party (as defined in the Plan), shall be entitled to indemnification as provided in Section 5.3.11 of the Plan, including rights to advancement of indemnifiable expenses.

The Company and Employee shall enter into an Indemnification Agreement in form and substance customary for chief executive officers of a publicly traded company.

10.   Governing Law; Jurisdiction.

(a) This Agreement shall be subject to and governed by the laws of the State of California applicable to contracts made and to be performed therein, without regard to conflict-of-laws principles thereof.

(b) Any action to enforce any of the provisions of this Agreement shall be brought in a court of the State of California located in Los Angeles County or in a Federal court located in Los Angeles, California. The parties consent to the jurisdiction of such courts and to the service of process in any manner provided by California law. Each Party irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such court and any claim that such suit, action, or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such Party.

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11. Miscellaneous.

(a) Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the employment of the Employee by the Company and supersedes any prior oral or written communications, agreements and understandings among the parties concerning the specific subject matter hereof, including, without limitation, the Prior Employment Agreement. There are no restrictions, agreements, promises, warranties, covenants, or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided, however, that any such alteration, modification or amendment shall require the prior approval of (a) two (2) members of the Board other than Employee, and (b) a majority of the members of the Liquidation Trust Supervisory Board (as such term is described in the Trust Agreement).

(b) No Waiver. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party’s rights or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(c) Severability. The provisions of this Agreement are severable, and the invalidity, illegality, or unenforceability of any one or more provisions shall not affect the validity, legality, or enforceability of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

(d) Assignment. This Agreement and all of the Employee’s rights and duties hereunder shall not be assignable or delegable by the Employee. This Agreement shall be assigned by the Company to, and expressly assumed for the specific, intentional benefit of Employee by, a person or entity that is a successor in interest to all or substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(e) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. In the event of the Employee’s death, all amounts payable to the Employee that are then unpaid, including pursuant to Section 7, shall be paid to the Employee’s beneficiary designated by him in writing to the Company or, in the absence of such designation, to his estate.

(f) Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:	Woodbridge Wind-Down Entity LLC
	14140 Ventura Boulevard #302
	Sherman Oaks, CA 91423
	Attn: M. Freddie Reiss, Manager

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with a copy to:	Klee, Tuchin Bogdanoff & Stern, LLP
	1999 Avenue of the Stars
	Thirty-Ninth Floor
	Los Angeles, CA 90067-6049
	Attn: Michael L. Tuchin

If to the Employee, to Employee’s last address set forth on the payroll records of the Company.

(g) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state, and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(h) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amended and Restated Employment Agreement on the day and year first above written.

WOODBRIDGE WIND-DOWN ENTITY LLC
By:
Name:	M. Freddie Reiss
Title:	Manager
EMPLOYEE
Signature:
Name:	Frederick Chin

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EX-10.4

Exhibit 10.4

EXECUTION COPY

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made and entered into as of this 27th day of February, 2019 (the “Effective Date”), by and between WOODBRIDGE WIND-DOWN ENTITY, LLC, a Delaware limited liability company (the “Company”) and FREDERICK CHIN, an officer of the Company and a member of its Board of Managers (the “Indemnitee”).

RECITALS:

A.          Indemnitee and the Company are parties to the Employment Agreement, dated as of February 15, 2019, pursuant to which Indemnitee serves as Chief Executive Officer of the Company and a member of its Board (as defined below); and

B.          The Company is organized pursuant to, and in accordance with, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”) by the filing of a Certificate of Formation of the Company with the Secretary of State of the State of Delaware; and

C.          Pursuant to 6 Del. C. § 18-108, subject to such standards and restrictions, if any, as are set forth in the Company’s limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever; and

D.          Section 16 of the Company’s LLC Agreement (as defined below) and Section 5.3.11 of the Plan (as defined below), provide for the indemnification of officers and managers of the Company; and

E.          The LLC Agreement and the Act, by their non-exclusive nature, permit contracts between the Company and its officers and managers with respect to indemnification; and

F.          The Board has concluded that it is advisable and in the best interests of the Company to enter into an agreement to indemnify Indemnitee to the maximum extent permitted by law.

NOW, THEREFORE, in consideration of the foregoing, of Indemnitee’s service to the Company, and of other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties agree as follows:

I. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Board” shall mean the board of managers of the Company established pursuant to the LLC Agreement and as constituted from time to time.

“Employment Agreement” shall mean the Employment Agreement, dated as of February ___, 2019, between the Company and the Indemnitee, as it may be amended, modified, supplemented or restated from time to time.

“Expenses” shall mean expenses of Proceedings including, without limitation, all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, investigation fees and expenses, accounting and witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (excluding, for avoidance of doubt, any income taxes on Indemnitee’s income), and all other disbursements or expenses, in each case actually and reasonably incurred by Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, being or preparing to be a witness in or investigating a Proceeding which may be subject to indemnification covered hereunder. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding which may be subject to indemnification covered hereunder including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent, including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.

“Indemnified Party” shall mean each of the Indemnitee and his heirs, executors and successors.

“Liabilities” shall mean liabilities of any type whatsoever, including, without limitation, any judgments, fines, excise taxes and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or with respect to such judgments, fines, penalties or amounts paid in settlement) in connection with the investigation, defense, settlement or appeal of any Proceeding or any claim, issue or matter therein.

“LLC Agreement” shall mean the Company’s Limited Liability Company Agreement, dated as of February 15, 2019, as it may be amended, modified, supplemented or restated from time to time.

“Plan” shall mean the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors, dated August 22, 2018, as it may be amended, modified, supplemented or restated from time to time.

“Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding whether civil, criminal, administrative or investigative, or any appeal therefrom.

“Reviewing Party” shall mean, if and when appointed by the Board, any appropriate person or body consisting of a member or members of the Company’s Board or any other person or body appointed by the Board who is not a party to the particular Proceeding for which Indemnitee is seeking indemnification.

“Undertaking” shall have the meaning ascribed to it in Article IV herein.

II. NOTICE OF PROCEEDINGS; DEFENSE OF PROCEEDINGS

A.          Notice of Proceedings. The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder. However, the Indemnitee’s failure to so notify the Company shall not relieve the Company from any liability it may have to the Indemnitee under this Agreement, except to the extent that the Indemnitee’s failure to so notify the Company actually prejudices the Company with respect to said Proceeding or matter. Thereafter, the Indemnitee shall deliver to the Company, promptly following the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to such Proceeding or matter, other than those notices and documents separately addressed to the Company.

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B.          Defense of Proceedings. The Company will be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

C.          Settlement of Claims. The Company shall not settle any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder in any manner which would impose any liability, penalty or limitation on the Indemnitee without the written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed.

III. INDEMNIFICATION

A.General. The Company hereby agrees to indemnify the Indemnified Parties to the fullest extent permitted by applicable law, the Company’s Certificate of Formation, the LLC Agreement, the Employment Agreement and the Plan, if Indemnitee was or is or becomes a party to or a witness or other participant in (including participation in discovery or trial preparation), or is threatened to be made a party to or a witness or other participant in, any Proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an officer, manager or employee of the Company, or by reason of anything done or not done by him in any such capacity, against any and all Expenses and Liabilities incurred without gross negligence or willful misconduct (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) by Indemnitee in connection with such Proceeding. In the event of any change after the date of this Agreement in any applicable law, statute or rule that expands the right of a Delaware limited liability company to indemnify a manager, director, officer, employee, controlling person, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule that narrows the right of a Delaware limited liability company to indemnify a manager, director, officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

The Company shall indemnify the Indemnitee Parties to the fullest extent permitted by applicable law, the Company’s Certificate of Formation, the LLC Agreement, the Employment Agreement and the Plan, if Indemnitee was or is or becomes a party to or a witness or other participant in (including participation in discovery or trial preparation), or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed action or suit by or in the right of the Company, to procure a judgment in its favor against expenses (including but not limited to reasonable attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith an in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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B.    The Company shall, to the fullest extent permitted by law, indemnify the Indemnified Parties for, and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence or willful misconduct on the part of the applicable Indemnified Party (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the LLC Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court (as such term is defined in the Plan), and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. In addition, the Company shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the Indemnified Parties, from and against and with respect to any and all losses, liabilities, damages, judgments, fines, penalties, claims, demands, settlements, costs, or expenses (including the reasonable fees and expenses of their respective professionals) arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Company or the implementation or administration of the Plan if the applicable Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Company. The costs and expenses incurred in enforcing the right of indemnification in this paragraph B. shall be paid by the Company.

C.    Reviewing Party. If the Reviewing Party shall have determined that Indemnitee would not be permitted to be indemnified under paragraphs A. and B. of this Article III, then (i) the Company shall not be obligated to provide any indemnification under this Article III and (ii) Indemnitee acknowledges and agrees that the Company shall not be obligated to make an advance payment of Expenses to Indemnitee pursuant to Article IV; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to indemnification, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed) and until such time, Indemnitee shall be entitled to receive advances of Expenses pursuant to Article IV. The Reviewing Party shall be selected by the Board. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

For the purposes of any determination of whether any act or omission of the Indemnitee met a required standard of conduct, each act or omission of the Indemnitee shall be conclusively deemed in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Company if the Indemnitee’s action or omission is based on the advice of legal counsel for the Company or the independent members of the Board or any committee thereof, or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company, or is taken with approval of the Bankruptcy Court, and not inconsistent therewith. The provisions of this paragraph shall not be exclusive or deemed to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or under applicable law.

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D.    Indemnification of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is a party to and is successful in, on the merits or otherwise, including, without limitation, the dismissal of a Proceeding without prejudice, in the defense of any Proceeding or investigation or in the defense of any claim, issue or matter therein, in each case which may be subject to indemnification or advancement of Expenses covered hereunder, the Indemnitee shall be indemnified by the Company to the maximum extent permitted by law against all Expenses and Liabilities actually incurred by or for Indemnitee in connection therewith.

E.     Contribution. If the indemnification provided for above is for any reason held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any Expenses or Liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall contribute to the amount paid or payable by Indemnitee as a result thereof (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and Indemnitee in connection with the action or inaction that resulted in such Expenses or Liabilities, as well as any other relevant equitable considerations. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this paragraph E. were determined by pro rata or per capita allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding sentence.

F.     Limitations on Indemnification. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(1)          Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to actions or proceedings to establish or enforce a right to indemnification under this Agreement, the LLC Agreement, the Employment Agreement or the Plan or any other agreement or insurance policy now or hereafter in effect, (ii) in specific cases if the Board has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under the Act, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; or

(2)          Other Benefits. To provide indemnification to Indemnitee to the extent that payment is actually made to the Indemnitee under any insurance policy or is made on behalf of the Indemnitee by or on behalf of the Company, or to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the LLC Agreement, the Employment Agreement, the Plan or otherwise) of the amounts otherwise indemnifiable hereunder; or

(3)          Gross Negligence; Willful Misconduct. To indemnify or advance Expenses to Indemnitee on account of Indemnitee’s conduct which is finally adjudged to have been fraudulent or deliberately dishonest, grossly negligent or to constitute willful misconduct.

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IV. ADVANCEMENT OF EXPENSES

Notwithstanding any provision to the contrary in Article V hereof, but subject to paragraph F.3 of Article III hereof, the Company shall advance to the Indemnitee all Expenses which are incurred by or for the Indemnitee and for which the Indemnitee is entitled to indemnification pursuant to Article III hereof, provided that all of the following are satisfied: (i) the Indemnitee provides the Company with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification; and (ii) the Indemnitee provides the Company with a written agreement (the “Undertaking”) to repay the amount paid or reimbursed by the Company if it is ultimately determined that the Indemnitee is not entitled to indemnification. The Indemnitee shall be required to execute and submit the Undertaking to repay Expenses advanced in the form of Exhibit A attached hereto or in such form as may be required under applicable law as in effect at the time of execution thereof. The Undertaking shall contain the written affirmation by the Indemnitee, described above, of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met. The Company shall advance such expenses within ten (10) days after its receipt of the Undertaking. The Indemnitee hereby agrees to repay any Expenses advanced hereunder if it is ultimately determined that the Indemnitee is not entitled to be indemnified against such Expenses. Any advances and the undertaking to repay Expenses pursuant to this Article IV shall be unsecured and no interest shall be charged thereon.

V. PROCEDURES; DETERMINATION OF RIGHT TO INDEMNIFICATION

A.     Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification and payment hereunder. Except as otherwise provided in this Agreement, any indemnification payment due hereunder shall be paid by the Company no later than ten (10) days following the determination by the Reviewing Party or otherwise pursuant to this Article V that such indemnification payment is proper hereunder.

B.     Right to Seek Judicial Determination. Notwithstanding any other provision of this Agreement to the contrary, at any time sixty (60) days after a request for indemnification has been made to the Company (or upon earlier receipt of written notice that a request for indemnification has been rejected), the Indemnitee may petition a court of competent jurisdiction to determine whether the Indemnitee is entitled to indemnification, and such court shall have the exclusive authority to make such determination, unless and until the Indemnitee’s action is dismissed or otherwise terminated before such determination is made. The court, as petitioned, shall make an independent determination of whether the Indemnitee is entitled to indemnification, without regard to any prior determination in any other forum.

C.     Expenses under this Agreement. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Article V involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other action between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, even if it is finally determined that the Indemnitee is not entitled to indemnification in whole or in part hereunder, unless a court of competent jurisdiction finds that each of the material claims and/or defenses of Indemnitee in any such hearing or proceeding was frivolous or not made in good faith.

VI. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

A.     Burden of Proof. In making a determination with respect to entitlement to indemnification hereunder, the person, persons, entity or entities making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof of overcoming that presumption.

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B.     Effect of Other Proceedings. The termination of any Proceeding or any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any such determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

VII. INSURANCE

In the event that the Company maintains liability insurance to protect itself and any manager or officer of the Company against any expense, liability or loss, such insurance shall cover the Indemnitee to at least the same degree as each other manager and/or officer of the Company. If, at the time of the receipt by the Company of a notice of a Proceeding pursuant to paragraph A of Article II hereof, the Company has liability insurance in effect that may cover such Proceeding, the Company shall give prompt notice of the commencement thereof to the insurers in accordance with the procedures set forth in each of the Company’s policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

VIII. NON-EXCLUSIVITY, SUBROGATION AND MISCELLANEOUS

A.     Non-Exclusivity. The rights of the Indemnitee hereunder shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under any provision of the Act, the Plan, the LLC Agreement or the Employment Agreement, or under any agreement, resolution of the Board or otherwise. To the extent that, during the term of this Agreement, the rights of the then-existing managers and officers of the Company are more favorable to such managers or officers than the rights currently provided to the Indemnitee under this Agreement, the Indemnitee shall be entitled to the full benefits of those more favorable rights.

No amendment, alteration, rescission or replacement of this Agreement or any provision hereof that would limit in any way the benefits and protections afforded to the Indemnitee by this Agreement shall be effective as to the Indemnitee with regards to any action or inaction undertaken by the Indemnitee prior to such amendment, alteration, rescission or replacement. The indemnification provided under this Agreement shall continue as to the Indemnitee for any action the Indemnitee took or did not take while serving in an indemnified capacity even though the Indemnitee may have ceased to serve in such capacity.

B.     Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all required documents and take all action necessary to secure such rights, including execution of documents necessary to enable the Company to bring suit to enforce such rights.

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C.     Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given: (i) if delivered by hand, by courier, by nationally recognized delivery service or by telegram and receipted for by the party to whom such notice or other communication was directed at the time indicated on such receipt; (ii) if by email or facsimile at the time shown on the confirmation of such email or facsimile transmission; or (iii) if by U.S. certified or registered mail, with postage prepaid, on the third business day after the date on which it is so mailed:

If to the Indemnitee, as shown with the Indemnitee’s signature below.

If to the Company to:	Woodbridge Wind-Down Entity, LLC
	14140 Ventura Boulevard #302
	Sherman Oaks, CA 91423
	Attention: M. Freddie Reiss, Manager
With copies to:	Klee, Tuchin Bogdanoff & Stern LLP
	1999 Avenue of the Stars
	Thirty Ninth Floor
	Los Angeles, CA 90067-6049
	Attention: Michael L. Tuchin

or to such other address as may have been furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

D.          Governing Law; Jurisdiction. The parties agree that this Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without application of the conflict of laws principles thereof. Subject to Section 24 of the LLC Agreement, the Company and Indemnitee each hereby irrevocably consent to the non-exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

E.          Binding Effect. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, spouses, executors, administrators, successors, legal representatives and permitted assigns. The Company shall require any successor to or assignee under this Agreement, by written agreement in form and substance reasonably satisfactory to the Indemnitee, to expressly assume and agree to be bound by and perform this Agreement in the same manner and to the same extent as the Company would be required to perform absent such succession or assignment.

F.          Waiver. No termination, cancellation, modification, amendment, deletion, addition or other change in this Agreement or any provision hereof, or waiver of any right or remedy herein, shall be effective for any purpose unless specifically set forth in a writing signed by the party or parties to be bound thereby. The waiver of any right or remedy with respect to any occurrence on one occasion shall not be deemed a waiver of such right or remedy with respect to such occurrence on any other occasion.

G.          Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto in reference to the subject matter hereof; provided, however, that the parties acknowledge and agree that the LLC Agreement, the Employment Agreement and the Plan contain provisions on the subject matter of indemnification and that this Agreement is not intended to, and does not, limit the rights or obligations of the parties hereto pursuant to such instruments. Subject to the foregoing sentence, this Agreement supersedes any prior agreement entered into between the parties with respect to the subject matter hereof.

H.          Titles. The titles to the articles and sections of this Agreement are inserted for convenience only and should not be deemed a part hereof or affect the construction or interpretation of any provisions hereof.

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I.          Invalidity of Provisions. Every provision of this Agreement is severable, and the invalidity or unenforceability of any term or provision shall not affect the validity or enforceability of the remainder of this Agreement.

J.          Pronouns and Plurals. Where applicable, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

K.         Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one agreement binding on all the parties hereto.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WOODBRIDGE WIND-DOWN ENTITY, LLC
By:
	Name: Marion Fong
	Title: Chief Financial Officer
Frederick Chin

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EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Managers of Woodbridge Wind-Down Entity, LLC

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

The undertaking is being provided pursuant to that certain Indemnification Agreement, dated February 27, 2019, by and between Woodbridge Wind-Down Entity, LLC and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advancement of expenses in connection with [Insert Description of Proceeding] (the “Proceeding”). Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

Pursuant to Article IV of the Indemnification Agreement, the Company is obligated to advance Expenses that are incurred by or for me in connection with the Proceeding, provided that I execute and submit to the Company an Undertaking in which I: (i) undertake to repay any Expenses paid by the Company on my behalf, if it shall be ultimately determined that I am not entitled to be indemnified thereby against such Expenses; and (ii) affirm my good faith belief that I have met the standard of conduct necessary for indemnification.

[Insert Description of expenses incurred by or for Indemnitee]

The letter shall constitute my undertaking to repay to the Company any Expenses paid by it on my behalf in connection with the Proceeding if it is ultimately determined that I am not entitled to be indemnified with respect to such Expenses as set forth above. I hereby affirm my good faith belief that I have met the standard of conduct necessary for indemnification and that I am entitled to such indemnification.

[Name]

[Date]

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EX-10.5

Exhibit 10.5

February 15, 2019

Marion W. Fong

Re:  Employment Agreement (Exempt)

Dear Marion:

We are pleased to present you with this offer letter of employment (“Agreement”) with Woodbridge Wind-Down Entity LLC (“Employer”). The Agreement sets forth the material terms of the employment between you and Employer with respect to your employment as a Chief Financial Officer as follows:

1. Employment.  Employer hereby employs you as Chief Financial Officer as of February 15, 2019 and you hereby accept such employment.  Your title and responsibilities may be changed, in writing, at the discretion of the Employer.  Your specific duties and responsibilities will include, without limitation, as described in your Job Description – see attached.  You will report directly to Frederick Chin.

2. Term.  You are and at all times during the employment will remain an at-will employee, which means that your employment can be terminated by you or by Employer at any time with or without cause or notice.  The “at-will” nature of your employment, as specified in this Agreement, cannot be changed except by a written document signed by an authorized representative of Employer.

3. Exclusive Employment. You agree that during your employment with Employer you will not render services for any third party or for your own account that conflict with your duties to the Employer.

4. Place of Employment. Your place of employment shall be 14140 Ventura Blvd., Suite 302, Sherman Oaks, CA  91423 (the “Office”).

5. Compensation. You will be paid an annualized salary of Four Hundred-Fifty Thousand Dollars and 00/100 ($450,000.00), less applicable withholdings and deductions, payable in accordance with the Employer’s standard payroll procedures (“Salary”).  Pay periods are bi-weekly (every two weeks). You will be paid every other Friday, unless a payday is a recognized holiday, in which case you will be paid on the prior business day. Generally, you will be expected to work 9:00 a.m. to 6:00 p.m., Monday through Friday, however, your work schedule will fluctuate based on the Employer’s business needs. Your job duties may require that you work outside of these hours, including overnight stays and out of town travel.  You acknowledge and agree that you will be an “exempt” employee as such term is defined under California and federal labor laws, and thus you will not be eligible for overtime pay.

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As an exempt employee, the Employer expects and requires that more than fifty percent of your workday be spent on the job duties and responsibilities set forth in paragraph 1 of this Agreement. You acknowledge that this is a realistic expectation and requirement for the position of Chief Financial Officer / Co-Chief Operating Officer. Unless your position or responsibilities are expressly modified by the Employer, if at any point during your employment the primary duties which you are assigned, are spent on something other than the job duties described in paragraph one you are to immediately notify Frederick Chin, at fchin@woodbridgecompanies.com.

6. Hours of Work.  You acknowledge and agree that hours/days of work may vary according to the Employer’s needs.

7. Paid-Time-Off (“PTO”).  You will accrue 128 hours of paid-time-off per calendar year, on a pro-rata basis per each pay period, in accordance with the Company’s PTO Policy. You will be permitted to use your PTO for vacation time or as paid sick leave for all permitted reasons as set forth in all applicable state and municipal paid sick leave laws. For additional information please review the Company’s PTO policy included in the Company’s Employee Handbook.

8. Workers’ Compensation Insurance.  Employer offers compensation benefits in the event that you sustain an industrial injury or illness through State Compensation Insurance Fund. You can file a claim with State Compensation Insurance Fund by calling Claims Department at 1-888-782-8338.

9. Use of Employer Property. Employer expects that you will safeguard its property and treat it with due care and failure to do so may result in discipline up to and including termination.  Upon termination of your employment, all Employer property must be returned to the Employer.

10. Reimbursement of Expenses.  Employer reimburses all reasonable and necessary business expenses.  You are expected to submit requests for reimbursement promptly accompanied by paper or electronic receipts.  Employees submitting expenses more than thirty (30) days following when they were incurred may be subject to discipline.

11. Confidential Information.  You understand, agree and acknowledge that, as a result of and in connection with your employment, you may be given or obtain access to confidential and proprietary information of or relating to Employer and its subsidiaries and affiliated entities, including, but not necessarily limited to, shareholders, members, managers, partners, directors, officers, and employees.  You recognize that all such information (“Confidential Information”) is extremely valuable to Employer and that any unauthorized disclosure  or  use  of  any  such  Confidential  Information  could  irreparably  damage Employer, and although you may be provided with or obtain such Confidential Information as a result of or in connection with your employment with Employer, Employer has taken reasonable precautions and steps to protect the Confidential Information from unauthorized disclosure or use.  You therefore agree that you will not disclose or use any Confidential Information for any purpose whatsoever other than in the course and scope of providing the services you are required to provide in connection with your employment, that you will disclose Confidential Information to other persons, including persons within Employer’s organization, only if they have a need to know the information in order to perform their job responsibilities, and will not disclose Confidential Information to any person outside the Employer’s organization unless you first have obtained the express written consent from an  authorized  representative  of  Employer.    You  understand  and  agree  that  your confidentiality obligations under this section will continue during the term of this Agreement and your employment, and will also continue after the termination of your employment for any reason, including the termination of this Agreement.  Without limiting the foregoing, you specifically agree that you will not use or disclose any Confidential Information other than as permitted hereunder.

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12. Contingencies.  This offer is conditioned upon your (1) accepting and returning a signed original of this letter; (2) providing proof of your identity and legal authorization to work in the United States including completing and submitting the enclosed INS Form I-9; (3) agreeing to be bound by and comply with any employment policies and procedures as may be provided to you from time to time; (4) consenting to a background check of which the results are satisfactory to Employer; and (5) all other new hire paper work.  Your consent to a background check includes an agreement to execute any required authorizations.

13. Miscellaneous.

(a) This Agreement shall be governed by and construed, administered and enforced in accordance with the laws of the state of California, without regard to California conflict of laws principles.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by you, nor may any of your duties hereunder be delegated, without the prior written consent of Employer, which consent may be given or withheld by Employer in its sole and absolute discretion.

(c) Employer has the sole discretion to alter the terms and conditions of your employment, including your job position, compensation, and benefits, with or without advance notice or cause.

(d) This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof.

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Please indicate your agreement to the foregoing by signing this letter in the space provided below.

Very truly yours,
WOODBRIDGE WIND-DOWN ENTITY LLC
By:	/s/ Frederick Chin
Name:	Frederick Chin
Its:	CEO

ACCEPTED AND AGREED:
Marion W. Fong
/s/ Marion W. Fong
Employee Signature
Date:	2/14/19

EX-10.6

Exhibit 10.6

February 15, 2019

David Mark Kemper II

 

Re: Employment Agreement (Exempt)

Dear Mark:

We are pleased to present you with this offer letter of employment (“Agreement”) with Woodbridge Wind-Down Entity LLC (“Employer”). The Agreement sets forth the material terms of the employment between you and Employer with respect to your employment as a Chief Investment Officer / Co-Chief Operating Officer as follows:

1. Employment. Employer hereby employs you as a Chief Investment Officer / Co-Chief Operating Officer as of February 15, 2019 and you hereby accept such employment. Your title and responsibilities may be changed, in writing, at the discretion of the Employer. Your specific duties and responsibilities will include, without limitation, as described in your Job Description – see attached. You will report directly to Frederick Chin.

2. Term. You are and at all times during the employment will remain an at-will employee, which means that your employment can be terminated by you or by Employer at any time with or without cause or notice. The “at-will” nature of your employment, as specified in this Agreement, cannot be changed except by a written document signed by an authorized representative of Employer.

3. Exclusive Employment. You agree that during your employment with Employer you will not render services for any third party or for your own account that conflict with your duties to the Employer.

4. Place of Employment. Your place of employment shall be 14140 Ventura Blvd., Suite 302, Sherman Oaks, CA 91423 (the “Office”).

5. Compensation. You will be paid an annualized salary of Three Hundred-Fifty Thousand Dollars and 00/100 ($350,000.00), less applicable withholdings and deductions, payable in accordance with the Employer’s standard payroll procedures (“Salary”). Pay periods are bi-weekly (every two weeks). You will be paid every other Friday, unless a payday is a recognized holiday, in which case you will be paid on the prior business day. Generally, you will be expected to work 9:00 a.m. to 6:00 p.m., Monday through Friday, however, your work schedule will fluctuate based on the Employer’s business needs. Your job duties may require that you work outside of these hours, including overnight stays and out of town travel. You acknowledge and agree that you will be an “exempt” employee as such term is defined under California and federal labor laws, and thus you will not be eligible for overtime pay.

Page 2 of 4

As an exempt employee, the Employer expects and requires that more than fifty percent of your workday be spent on the job duties and responsibilities set forth in paragraph 1 of this Agreement. You acknowledge that this is a realistic expectation and requirement for the position of Chief Investment Officer / Co-Chief Operating Officer. Unless your position or responsibilities are expressly modified by the Employer, if at any point during your employment the primary duties which you are assigned, are spent on something other than the job duties described in paragraph one you are to immediately notify Frederick Chin, at fchin@woodbridgecompanies.com.

6. Hours of Work. You acknowledge and agree that hours/days of work may vary according to the Employer’s needs.

7. Paid-Time-Off (“PTO”). You will accrue 128 hours of paid-time-off per calendar year, on a pro-rata basis per each pay period, in accordance with the Company’s PTO Policy. You will be permitted to use your PTO for vacation time or as paid sick leave for all permitted reasons as set forth in all applicable state and municipal paid sick leave laws. For additional information please review the Company’s PTO policy included in the Company’s Employee Handbook.

8. Workers’ Compensation Insurance. Employer offers compensation benefits in the event that you sustain an industrial injury or illness through State Compensation Insurance Fund. You can file a claim with State Compensation Insurance Fund by calling Claims Department at 1-888-782-8338.

9. Use of Employer Property. Employer expects that you will safeguard its property and treat it with due care and failure to do so may result in discipline up to and including termination. Upon termination of your employment, all Employer property must be returned to the Employer.

10. Reimbursement of Expenses. Employer reimburses all reasonable and necessary business expenses. You are expected to submit requests for reimbursement promptly accompanied by paper or electronic receipts. Employees submitting expenses more than thirty (30) days following when they were incurred may be subject to discipline.

11. Confidential Information. You understand, agree and acknowledge that, as a result of and in connection with your employment, you may be given or obtain access to confidential and proprietary information of or relating to Employer and its subsidiaries and affiliated entities, including, but not necessarily limited to, shareholders, members, managers, partners, directors, officers, and employees. You recognize that all such information (“Confidential Information”) is extremely valuable to Employer and that any unauthorized disclosure or use of any such Confidential Information could irreparably damage Employer, and although you may be provided with or obtain such Confidential Information as a result of or in connection with your employment with Employer, Employer has taken reasonable precautions and steps to protect the Confidential Information from unauthorized disclosure or use. You therefore agree that you will not disclose or use any Confidential Information for any purpose whatsoever other than in the course and scope of providing the services you are required to provide in connection with your employment, that you will disclose Confidential Information to other persons, including persons within Employer’s organization, only if they have a need to know the information in order to perform their job responsibilities, and will not disclose Confidential Information to any person outside the Employer’s organization unless you first have obtained the express written consent from an authorized representative of Employer. You understand and agree that your confidentiality obligations under this section will continue during the term of this Agreement and your employment, and will also continue after the termination of your employment for any reason, including the termination of this Agreement. Without limiting the foregoing, you specifically agree that you will not use or disclose any Confidential Information other than as permitted hereunder.

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12. Contingencies. This offer is conditioned upon your (1) accepting and returning a signed original of this letter; (2) providing proof of your identity and legal authorization to work in the United States including completing and submitting the enclosed INS Form I-9; (3) agreeing to be bound by and comply with any employment policies and procedures as may be provided to you from time to time; (4) consenting to a background check of which the results are satisfactory to Employer; and (5) all other new hire paper work. Your consent to a background check includes an agreement to execute any required authorizations.

13. Miscellaneous.

(a) This Agreement shall be governed by and construed, administered and enforced in accordance with the laws of the state of California, without regard to California conflict of laws principles.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by you, nor may any of your duties hereunder be delegated, without the prior written consent of Employer, which consent may be given or withheld by Employer in its sole and absolute discretion.

(c) Employer has the sole discretion to alter the terms and conditions of your employment, including your job position, compensation, and benefits, with or without advance notice or cause.

(d) This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof.

[Signatures Follow on Next Page]

 Please indicate your agreement to the foregoing by signing this letter in the space provided below.

Very truly yours,

WOODBRIDGE WIND-DOWN ENTITY LLC 

By:   /s/ Frederick Chin

Name: Frederick Chin

Its: CEO

ACCEPTED AND AGREED:

David Mark Kemper II

 /s/ David Mark Kemper II

Employee signature

Date 2/20/19

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Carbondale Holdings, LLC

WB 1011 Hillcrest, LLC

WB 10721 Stradella, LLC

WB 10733 Stradella, LLC

WB 10750 Chalon, LLC

WB 1118 Tower, LLC

WB 1241 Loma Vista, LLC

WB 1357 Laurel, LLC

WB 141 S. Carolwood, LLC

WB 1432 Tanager, LLC

WB 1471 Forest Knoll, LLC

WB 1484 Carla Ridge, LLC

WB 1520 Carla Ridge, LLC

WB 1966 Carla Ridge, LLC

WB 24055 Hidden Ridge, LLC

WB 25210 Jim Bridger, LLC

WB 25211 Jim Bridger, LLC

WB 2600 Hutton, LLC

WB 270 Spruce Ridge, LLC

WB 375 Trousdale, LLC

WB 38 Diamond, LLC

WB 385 Trousdale, LLC

WB 4030 Longridge, LLC

WB 41 King, LLC

WB 540 Pine Crest, LLC

WB 638 Siena, LLC

WB 642 St. Cloud, LLC

WB 714 Oakhurst, LLC

WB 731 Evans Way, LLC

WB 7870 Granito, LLC

WB 7900 Granito, LLC

WB 800 Stradella, LLC

WB 8124 3rd Street, LLC

WB 8607 Honoapiilani, LLC

WB 9127 Thrasher, LLC

WB 918 Brookie, LLC

WB 9230 Robin, LLC

WB CoLotco, LLC

WB Fountain Fairfax, LLC

WB Propco, LLC

WB Riverdale Foreclosure, LLC

WB Riverdale REO, LLC

WB RVR CoLotco, LLC

Woodbridge Group of Companies, LLC

Woodbridge Mortgage Investment Fund 1, LLC

Wind-Down Entity LLC

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
WOODBRIDGE GROUP OF COMPANIES,	Case No. 17-12560 (KJC)
LLC, et al.,1
	(Jointly Administered)
Debtors.
	Re: Docket Nos. 2397 and 2398, 2721, 2901

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE

FIRST AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION OF WOODBRIDGE

GROUP OF COMPANIES, LLC AND ITS AFFILIATED DEBTORS

Upon consideration of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. 2397] (annexed hereto as ExhibitA, and including all exhibits thereto, and as amended, supplemented, or modified from time to time pursuant to the terms thereof, the “Plan”²) proposed by Woodbridge Group of Companies, LLC and its affiliated debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned jointly administered chapter 11 cases (the “Cases”); and the Debtors having filed the Disclosure Statement for the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. 2398] (the “Disclosure Statement”); and this Bankruptcy Court having approved the Disclosure Statement as containing adequate information by order dated August 22, 2018 [Docket No. 2396] (the “Disclosure Statement Order”); and the Debtors having filed the Plan Supplement on September 24, 2018 [Docket No. 2657]; and upon the affidavits of service and publication filed reflecting compliance with the notice and solicitation requirements of the Disclosure Statement Order [Docket Nos. 2553, 2575, 2651, 2669, 2671, 2689, 2718 & 2740] (the “Notice Affidavits”); and upon the Notice of (I) Approval of Disclosure Statement, (II) Establishment of Voting Record Date, (III) Hearing on Confirmation of Plan and Procedures and Deadline for Objecting to Confirmation of Plan, and (IV) Procedures and Deadline for Voting on Plan [Docket No. 2399] (the “Confirmation Hearing Notice”); and upon the Declaration of Emily Young of Epiq Certifying the Methodology for the Tabulation of Votes on and Results of Voting With Respect to the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. 2836], filed with the Bankruptcy Court on October 19, 2018 (the “Voting Certification”); and upon the Declaration of Bradley D. Sharp in Support of Confirmation of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. 2829], the Declaration of Frederick Chin in Support of Confirmation of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. 2832], and the Declaration of Soneet R. Kapila [Docket No. 2834] each filed with the Bankruptcy Court on October 19, 2018 (together, the “Confirmation Declarations”); and upon the Debtors’ Memorandum of Law (I) in Support of Confirmation of the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors; and (II) in Response to Filed Confirmation Objections [Docket No. 2828], filed with the Bankruptcy Court on October 19, 2018 (the “Confirmation Memorandum”); and upon the Debtors’ Motion for Approval of Certain Compromises and Settlements, Partial Substantive Consolidation, and Related Relief with Respect to the Plan [Docket No. 2721], filed with the Bankruptcy Court on October 3, 2018 (the “Plan Settlements Motion”); and any objections to the Plan having been resolved or overruled by the Bankruptcy Court pursuant to this Confirmation Order; and a hearing having been held on October 24, 2018 (the “Confirmation Hearing”); and upon the evidence adduced and proffered and the arguments of counsel made at the Confirmation Hearing; and the Bankruptcy Court having reviewed all documents in connection with Confirmation and having heard all parties desiring to be heard; and upon the complete record of these Cases; and after due deliberation and consideration of all of the foregoing; and sufficient cause appearing therefor; and for the reasons set forth in the accompanying Opinion on Confirmation, the Bankruptcy Court hereby makes the following:

¹ The last four digits of Woodbridge Group of Companies, LLC’s federal tax identification number are 3603. The mailing address for Woodbridge Group of Companies, LLC is 14140 Ventura Boulevard #302, Sherman Oaks, California 91423. Due to the large number of debtors in these cases, a complete list of the Debtors, the last four digits of their federal tax identification numbers, and their addresses is attached to the Plan as Exhibit 1.

² Capitalized terms used but not otherwise defined in this Confirmation Order have the meanings ascribed to those Defined Terms in the Plan. Any term used in this Confirmation Order that is not defined in the Plan or in this Confirmation Order, but that is defined in title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), or the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable. The rules of interpretation and construction set forth in Article I of the Plan shall apply to this Confirmation Order. Among other things, those rules of interpretation and construction provide that the word “including” shall be deemed to mean “including, without limitation,”.

FINDINGS OF FACT AND CONCLUSIONS OF LAW:

A.           Findings of Fact and Conclusions of Law. The findings and conclusions set forth herein, together with the findings of fact and conclusions of law set forth in the record of the Confirmation Hearing and the Opinion on Confirmation,³ constitute this Bankruptcy Court’s findings of fact and conclusions of law pursuant to Federal Rule of Civil Procedure 52, made applicable to these proceedings pursuant to Bankruptcy Rules 7052 and 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent that any of the following conclusions of law constitute findings of fact, they are adopted as such.

B.            Jurisdiction and Venue. The Bankruptcy Court has jurisdiction over the Debtors’ Cases pursuant to 28 U.S.C. §§ 157(a) and 1334. Venue of these proceedings and the Cases is proper in this district and in this Bankruptcy Court pursuant to 28 U.S.C. §§ 1408 and 1409. Confirmation of the Plan, approval of the compromises and settlements incorporated into the Plan, and authorization of the acts necessary or appropriate to implement the Plan are each core bankruptcy proceedings pursuant to 28 U.S.C. § 157(b)(2). The Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed, and the Bankruptcy Court has the constitutional power and authority to enter a final order with respect thereto.

³ The findings of fact and conclusions of law set forth herein and announced on the record during the Confirmation Hearing shall be construed in a manner consistent with each other so as to effect the purpose of each; provided, however, that if there is any direct conflict that cannot be reconciled, then, solely to the extent of such conflict, any findings of fact or conclusions of law announced on the record at the Confirmation Hearing or in the Opinion on Confirmation shall govern and shall control and take precedence over the provisions of this Confirmation Order.

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C.            Chapter 11 Petitions. On December 4, 2017, 279 of the Debtors commenced voluntary cases under chapter 11 of the Bankruptcy Code, and on February 9, 2018, March 9, 2018, March 23, 2018, and March 27, 2018, additional affiliated Debtors (27 in total) commenced voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors are proper debtors under Bankruptcy Code section 109 and are proper proponents of the Plan under Bankruptcy Code section 1121(a). The Debtors continue to operate their business and manage their property as debtors in possession pursuant to Bankruptcy Code sections 1107(a) and 1108. No trustee or examiner has been appointed in these Cases.

D.            Judicial Notice. The Bankruptcy Court takes judicial notice of the docket in these Cases maintained by the clerk of the Bankruptcy Court or its duly appointed agent, including all pleadings, notices, and other documents filed, all orders entered, and all evidence and arguments made, proffered, submitted, or adduced at the hearings held before the Bankruptcy Court during these Cases, including the hearing to consider the adequacy of the Disclosure Statement and the Confirmation Hearing.

E.           Plan Supplement. The Plan Supplement complies with the terms of the Plan, and the filing and notice of the Plan Supplement was appropriate and complied with the requirements of the Disclosure Statement Order, the Bankruptcy Code, and the Bankruptcy Rules, and no other or further notice is or shall be required. The Debtors are authorized to modify the Plan Supplement documents following entry of this Confirmation Order in a manner consistent with the Plan, this Confirmation Order, or applicable law.

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F.             Notice of Transmittal, Mailing, and Publication of Materials. As is evidenced by the Voting Certification and the Notice Affidavits, the transmittal and service of the Plan, the Disclosure Statement, Ballots, Confirmation Hearing Notice, and Notice of Non-Voting Status (as defined in the Disclosure Statement Order) were adequate and sufficient under the circumstances, and all parties required to be given notice of the Confirmation Hearing (including the deadline for filing and serving objections to Confirmation of the Plan) were given due, proper, timely, and adequate notice in accordance with the Disclosure Statement Order and in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and applicable nonbankruptcy law, and such parties each had an opportunity to appear and be heard with respect thereto. No other or further notice is required. The publication of the Confirmation Hearing Notice as set forth in the Notice Affidavits complied with the Disclosure Statement Order.

G.           Voting. The procedures by which the Ballots for acceptance or rejection of the Plan and for making related elections were distributed and tabulated were fair, properly conducted, and complied with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, applicable nonbankruptcy law, the Plan, and the Disclosure Statement Order.

H.           Bankruptcy Rule 3016. In accordance with Bankruptcy Rule 3016(a), the Plan is dated and identifies the Debtors as the plan proponents. The filing of the Disclosure Statement with the clerk of the Bankruptcy Court satisfied Bankruptcy Rule 3016(b). The Plan and Disclosure Statement describe in specific and conspicuous language all acts and actions to be enjoined and identify the Persons that would be subject to injunctions. Bankruptcy Rule 3016(c) is therefore satisfied.

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I.            Plan Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(1)). As set forth below, the Plan complies with all of the applicable provisions of the Bankruptcy Code, thereby satisfying Bankruptcy Code section 1129(a)(1).

J.             Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). The classification of Claims and Equity Interests under the Plan is proper under the Bankruptcy Code. In addition to Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Claims, which need not be classified, the Plan designates eight (8) different Classes of Claims and Equity Interests. The Claims or Equity Interests placed in each Class are substantially similar to other Claims or Equity Interests, as the case may be, in each such Class. Valid business, factual, and legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Plan, and such Classes do not unfairly discriminate between Holders of Claims and Equity Interests. Thus, the Plan satisfies Bankruptcy Code sections 1122 and 1123(a)(1).

K.           Specification of Unimpaired Classes (11 U.S.C. § 1123(a)(2)). Article III of the Plan specifies that Class 1 (Other Secured Claims) and Class 2 (Priority Claims) are Unimpaired under the Plan. Thus, the requirement of Bankruptcy Code section 1123(a) (2) is satisfied.

L.           Specification of Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)). Article III of the Plan designates Class 3 (Standard Note Claims), Class 4 (General Unsecured Claims), Class 5 (Unit Claims), Class 6 (Non-Debtor Loan Note Claims), Class 7 (Subordinated Claims), and Class 8 (Equity Interests) as Impaired and specifies the treatment of Claims and Equity Interests in such Classes. Thus, the requirement of Bankruptcy Code section 1123(a)(3) is satisfied.

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M.          No Discrimination (11 U.S.C. § 1123(a)(4)). The Plan provides for the same treatment for each Claim or Equity Interest in each respective Class unless the Holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest. Thus, the requirement of Bankruptcy Code section 1123(a)(4) is satisfied.

N.           Implementation of the Plan (11 U.S.C. § 1123(a)(5)). The Plan and the additional documents included in the Plan Supplement provide adequate and proper means for the Plan’s implementation. Thus, the requirements of Bankruptcy Code section 1123(a) (5) are satisfied.

O.           Non-Voting Equity Securities (11 U.S.C. § 1123(a)(6)). The Plan does not provide for the issuance of any non-voting equity securities of any corporation, and each of the Debtors will eventually be dissolved under the Plan. Therefore, the requirement of Bankruptcy Code section 1123(a)(6) is satisfied.

P.           Selection of Officers and Directors (11 U.S.C. § 1123(a)(7)). Section 5.3 of the Plan provides for the creation of the Wind-Down Entity and for the appointment of the Wind-Down CEO and the Wind-Down Board to serve with respect to the Wind-Down Entity, including with the authority detailed in Section 5.3.4 of the Plan and in the Wind-Down Governance Agreement. The initial Wind-Down CEO was selected by consensus of the three Committees with his compensation terms disclosed in the Plan Supplement, and any successor Wind-Down CEO will be appointed pursuant to Section 5.3.7 of the Plan. Section 5.4 of the Plan provides for the creation of the Liquidation Trust and for the appointment of the Liquidation Trustee and the Liquidation Trust Supervisory Board to serve with respect to the Liquidation Trust, including with the authority detailed in Section 5.4.5 of the Plan and in the Liquidation Trust Agreement. The initial Liquidation Trustee was selected by consensus of the three Committees with his compensation terms set forth in Section 5.4.1(a) of the Plan, and any successor Liquidation Trustee will be appointed pursuant to the Liquidation Trust Agreement. All these selection, disclosure, and replacement mechanisms are consistent with the interests of the Creditors and Holders of Equity Interests and with public policy. Therefore, Bankruptcy Code section 1123(a)(7) is satisfied.

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Q.           Additional Plan Provisions (11 U.S.C. § 1123(b)). The Plan’s other provisions are appropriate, in the best interests of the Debtors and their Estates, and consistent with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, and Local Rules:

i.              Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)). The Debtors have exercised reasonable business judgment in determining to assume and assign or to reject, as the case may be, certain executory contracts and unexpired leases under the terms of the Plan and this Confirmation Order, and such assumptions and assignments, or such rejections, as applicable, are justified and appropriate in these Cases.

ii.            Compromises and Settlements Under and in Connection with the Plan (11 U.S.C. § 1123(b)(3) & (b)(6)). All of the settlements and compromises pursuant to and in connection with the Plan comply with the requirements of Bankruptcy Code section 1123(b) and Bankruptcy Rule 9019.⁴ In particular, the Bankruptcy Court finds that the Plan’s comprehensive compromises and settlements are (i) in the best interest of the Debtors, the Estates, and their respective property and stakeholders; and (ii) fair, equitable, and reasonable. Such findings support granting the Plan Settlements Motion.

iii.         Releases, Exculpations, and Injunctions (11 U.S.C. § 1123(b)). The releases, exculpations, and injunctions provided in the Plan are (i) within the jurisdiction and power of the Bankruptcy Court under 28 U.S.C. § 1334; (ii) integral elements of the transactions incorporated into the Plan and inextricably bound with the other provisions of the Plan; (iii) in exchange for good and valuable consideration provided by the Released Parties (including performance of the terms of the Plan), and a good-faith settlement and compromise of the released claims; (iv) in the best interests of the Debtors and the Estates; (v) fair, equitable, and reasonable; (vi) given and made after due notice and opportunity for hearing; (vii) a bar to any of the Releasing Parties asserting any released claim against any of the Released Parties; and (viii) otherwise consistent with sections 105, 524, 1123, 1129, 1141, and other applicable provisions of the Bankruptcy Code and other applicable law.

⁴ For the avoidance of doubt, all references to Bankruptcy Rule 9019 contained in the Plan or this Confirmation Order refer only to the settlements and compromises embodied in the Plan.

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R.            Debtors’ Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(2)). Pursuant to Bankruptcy Code section 1129(a)(2), the Debtors have complied with the applicable provisions of the Bankruptcy Code, including Bankruptcy Code sections 1122, 1123, 1124, 1125, and 1126, the Bankruptcy Rides, the Local Rules, and the Disclosure Statement Order governing notice, disclosure, and solicitation in connection with the Plan, the Disclosure Statement, the Plan Supplement, and all other matters considered by the Bankruptcy Court in connection with the Cases.

S.            Plan Proposed in Good Faith and Not by Means Forbidden by Law (11 U.S.C. § 1129(a)(3)). The Debtors have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying Bankruptcy Code section 1129(a)(3). In determining that the Plan has been proposed in good faith, the Bankruptcy Court has examined the totality of the circumstances surrounding the filing of the Cases, the Plan itself, and the process leading to its formulation. The Plan is the result of extensive, good faith, arms’ length negotiations among the Debtors and key stakeholders, including all three of the official Committees, and is supported by the Creditors and other parties in interest in the Cases. The Plan promotes the objectives and purposes of the Bankruptcy Code by orderly administering the property of the Debtors and the Estates, resolving myriad disputed intercompany and intercreditor Claims, Liens, and Causes of Action that otherwise could take years to resolve—which would delay and undoubtedly reduce the Distributions that ultimately would be available for all Creditors—and otherwise enabling equality of distribution and the speedy yet efficient disposition of assets.

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T.            Payments for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)). The procedures set forth in the Plan for the Bankruptcy Court’s approval of the fees, costs, and expenses to be paid in connection with the Cases, or in connection with the Plan and incident to the Cases, satisfy the objectives of, and are in compliance with, Bankruptcy Code section 1129(a)(4).

U.            Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)). Section 5.2.1 of the Plan provides that, on the Effective Date, each of the Debtors’ existing directors, officers, and managers shall be terminated automatically. The initial Wind-Down CEO, Wind-Down Board, Liquidation Trustee, and Liquidation Trust Supervisory Board were selected by representatives of the key affected stakeholders, and their identities and compensation terms are set forth in the Plan or the Plan Supplement; the appointment to such offices of such individuals is consistent with the interests of the Debtors’ creditors and interest holders and with public policy. Thus, the Plan satisfies Bankruptcy Code section 1129(a)(5).

V.             No Rate Changes (11 U.S.C. § 1129(a)(6)). The Plan does not provide for any rate change that requires regulatory approval. Bankruptcy Code section 1129(a)(6) is thus not applicable.

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W.          Best Interests of Holders of Claims and Equity Interests (11 U.S.C. § 1129(a)(7)). The “best interests” test under Bankruptcy Code section 1129(a)(7) is satisfied as to all Impaired Classes under the Plan, as each Holder of a Claim or Equity Interest in such Impaired Classes either has voted to accept the Plan or will receive or retain property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. More specifically, the liquidation analysis [Docket No. 2398, Exhibit B] filed by the Debtors, the Confirmation Declarations, and all other applicable evidence proffered or adduced at the Confirmation Hearing (i) are reasonable, persuasive, and credible; (ii) are based on reasonable and sound methodologies and assumptions; (iii) provide a reasonable estimate of the liquidation values of the Debtors upon hypothetical conversion to cases under chapter 7 of the Bankruptcy Code; and (iv) establish that each Holder of a Claim or Equity Interest in the Impaired Classes will receive or retain, on account of such Claim or Equity Interest, property under the Plan of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.

X.          Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)). The Holders of Claims in Class 1 and Class 2 are left Unimpaired under the Plan. The Holders of Claims in Class 3, Class 4, Class 5, and Class 6 have voted to accept the Plan in accordance with the Bankruptcy Code, thereby satisfying section 1129(a)(8) as to those Classes. However, Class 7 (Subordinated Claims) and Class 8 (Equity Interests) are deemed to have rejected the Plan pursuant to Bankruptcy Code section 1126(g). Accordingly, Bankruptcy Code section 1129(a)(8) has not been and cannot be satisfied as to those Classes. The Plan, however, is still confirmable because it satisfies the nonconsensual confirmation provisions of Bankruptcy Code section 1129(b), as set forth below.

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Y.            Treatment of Administrative, DIP, Priority, Priority Tax, and Professional Fee Claims (11 U.S.C. § 1129(a)(9)). The treatment of Adnnnistrative Claims, DIP Claims, Priority Claims, Priority Tax Claims, and Professional Fee Claims pursuant to Article III and Section 11.2 of the Plan satisfies the requirements of Bankruptcy Code section 1129(a)(9).

Z.             Acceptance by Impaired Class (11 U.S.C. § 1129(a)(10)). Class 3, Class 4, Class 5, and Class 6 are each an Impaired Class of Claims that voted to accept the Plan, determined without including any acceptance of the Plan by any Insider. Therefore, the requirement of Bankruptcy Code section 1129(a)(10) is satisfied.

AA.          Feasibility (11 U.S.C. § 1129(a)(11)). The evidence provided in support of Confirmation establishes that the assets to be vested in the Wind-Down Entity and the Liquidation Trust will be sufficient to enable the Wind-Down CEO and Liquidation Trustee to perform the duties and functions outlined under the Plan and to satisfy post-Effective-Date obligations. Furthermore, reasonable, persuasive, and credible evidence proffered or adduced at or prior to the Confirmation Hearing establishes that the Plan is feasible. Finally, given that the Plan provides for the eventual dissolution of each of the Debtors and contemplates the liquidation or other final administration of all the Debtors’ property, confirmation of the Plan is not likely to be followed by the need for further financial reorganization. Thus, Bankruptcy Code section 1129(a)(l 1) is satisfied.

BB.          Payment of Fees (11 U.S.C. § 1129(a)(12)). The Plan requires that all fees payable under 28 U.S.C. § 1930 have been paid or will be paid pursuant to Section 11.3 of the Plan, thus satisfying the requirement of Bankruptcy Code section 1129(a)(12).

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CC.        Miscellaneous Provisions (11 U.S.C. §§ 1129(a)(13)-(l6)). Bankruptcy Code sections 1129(a)(13)-(16) are inapplicable as the Debtors (i) do not provide “retiree benefits” as defined in Bankruptcy Code section 1114 (§ 1129(a)(13)), (ii) have no domestic support obligations (§ 1129(a)(I4)), (iii) are not individuals (§ 1129(a)(15)), and (iv) are not nonprofit corporations (§ 1129(a)(16)).

DD.        No Unfair Discrimination; Fair and Equitable Treatment (11 U.S.C. § 1129(b)). The classification and treatment of Claims and Equity Interests in Classes 7 and 8, which are deemed to have rejected the Plan, is proper pursuant to Bankruptcy Code section 1122, does not discriminate unfairly, and is fair and equitable pursuant to Bankruptcy Code section 1129(b)(1). There is no Class of Claims or Equity Interests junior to the Holders of Claims or Equity Interests in Class 7 or Class 8 that will receive or retain property under the Plan on account of their Claims or Equity Interests. Accordingly, the Plan does not violate the absolute priority rule, does not discriminate unfairly, and is fair and equitable with respect to each Class that is deemed to have rejected the Plan. Thus, the Plan satisfies the requirements of Bankruptcy Code section 1129(b) with respect to Class 7 and Class 8.

EE.         Only One Plan (11 U.S.C. § 1129(c)). The Plan is the only chapter 11 plan currently proposed in the Cases, and the requirements of Bankruptcy Code section 1129(e) are therefore satisfied.

FF.          Principal Purpose (11 U.S.C. § 1129(d)). The principal purpose of the Plan is neither the avoidance of taxes nor the avoidance of the application of section 5 of the Securities Act of 1933, and no governmental unit has objected to the Confirmation of the Plan on any such grounds. Accordingly, Bankruptcy Code section 1129(d) is inapplicable.

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GG.          Satisfaction of Confirmation Requirements. Based upon the foregoing, the Debtors have met their burden of proving the elements of Bankruptcy Code section 1129(a) & (b) by a preponderance of the evidence, the Plan satisfies all the requirements for Confirmation set forth in Bankruptcy Code section 1129, and the Plan should be confirmed.

HH.          Good Faith Solicitation (11 U.S.C. § 1125(e)). The Debtors and their Related Parties have acted in good faith within the meaning of Bankruptcy Code section 1125(e) and in compliance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, and Disclosure Statement Order in connection with all of their respective activities relating to the solicitation of acceptances of the Plan and their participation in the activities described in Bankruptcy Code section 1125, and they are entitled to the protections afforded by Bankruptcy Code section 1125(e) and the injunction and exculpation provisions set forth in Article XI of the Plan.

II.             Executory Contracts and Unexpired Leases. The Debtors have exercised reasonable business judgment in determining whether to assume or reject their executory contracts and unexpired leases pursuant to Article VI of the Plan. Each assumption or rejection of an executory contract or unexpired lease pursuant to Article VI of the Plan and the Schedule of Assumed Agreements, as amended, shall be legal, valid, and binding upon the Wind-Down Entity and all non-debtor parties (and their assignees or successors) to such executory contracts or unexpired leases, all to the same extent as if such assumption or rejection had been effectuated pursuant to an order of the Bankruptcy Court entered before Confirmation under Bankruptcy Code section 365.

JJ.          Cure and Adequate Assurance. The Debtors have cured, or provided adequate assurance that the Wind-Down Entity will cure, defaults (if any) under or relating to each of the executory contracts and unexpired leases that are being assumed by the Debtors pursuant to the Plan or otherwise. In addition, the Debtors have provided adequate assurance of future performance regarding the executory contracts and unexpired leases that are being assumed by the Debtors and assigned to the Wind-Down Entity.

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KK.          Retention of Jurisdiction. The Bankruptcy Court may and will properly retain jurisdiction and power over the matters set forth in Article X of the Plan.

LL.           Consummation in Good Faith. The Debtors, the Committees, the Wind-Down Entity, the Liquidation Trust, and their respective Related Parties will be acting in good faith if they proceed to (i) consummate the Plan and the agreements, settlements, transactions, transfers, and Distributions contemplated thereby; and (ii) take the other acts or actions authorized and directed by this Confirmation Order.

MM.        [Intentionally Omitted]

NN.          Conduct of a Ponzi Scheme. The evidence demonstrates, and the Bankruptcy Court hereby finds, that (i) beginning no later than July 2012 through December 1, 2017, Robert H. Shapiro used his web of more than 275 limited liability companies, including the Debtors, to conduct a massive Ponzi scheme raising more than $1.22 billion from over 8,400 unsuspecting investors nationwide; (ii) the Ponzi scheme involved the payment of purported returns to existing investors from funds contributed by new investors; and (iii) the Ponzi scheme was discovered no later than December 2017.

OO.          Plan Modifications. The Debtors have made certain modifications to the Plan, which modifications are incorporated in the Plan as attached hereto as Exhibit A, including to resolve confirmation objections as follows:

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● The Schedule of Excluded Parties is amended to remove Gibson, Dunn & Crutcher therefrom. For the avoidance of doubt, Gibson, Dunn & Crutcher is not an Excluded Party under the Plan.

● The proviso in Section 1.116 of the Plan identifying the Debtors’ Related Parties is amended to include Gibson, Dunn & Crutcher as among the specified Related Parties (and therefore within the Plan’s definitions of Exculpated Parties and Released Parties).

● Section 1.46(b) of the Plan is amended to read: “that is asserted by any of the Excluded Parties or any Disputing Claimant, which are Disputed Claims in their entirety and, as such, will have no right to receive any Distributions under the Plan unless and until such Claims are affirmatively Allowed by a Final Order or are Allowed pursuant to Section 8.2 of the Plan; or”.

● The proviso in Section 8.1 of the Plan is amended to read: “provided, however, that, under the Plan, all Claims, including Note Claims or Unit Claims, asserted by any of the Excluded Parties or any Disputing Claimant are Disputed Claims in their entirety and will have no right to receive any Distributions under the Plan unless and until such Claims are affirmatively Allowed by a Final Order or are Allowed pursuant to Section 8.2 of the Plan.”

● Section 3.1.3 is amended by adding the following sentence at the end thereof: “Nothing in the Plan shall release or change the character of any Priority Tax Claim except for the payment in full of Allowed Priority Tax Claims as required under this Section 3.1.3.”

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● Section 5.4.3 is amended by adding the following sentence at the end thereof: “Nothing in this Section 5.4.3 or elsewhere in the Plan will prevent any defendant on any Liquidation Trust Action brought against it from asserting any Secured Claim or defense to such Liquidation Trust Action based on setoff, recoupment, or contribution if such Secured Claim or defense could have been asserted by such defendant regarding such Liquidation Trust Action prior to the occurrence of the Effective Date.”

All such modifications are incorporated by reference herein and approved. The disclosure of these modifications to the Plan on the record at the Confirmation Hearing constitutes due and sufficient notice of such modifications, complies in all respects with Section 11.6 of the Plan and Bankruptcy Code section 1127, and the Bankruptcy Court hereby finds that such modifications are non-material, not adverse to any party in interest under the Plan, and, pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under Bankruptcy Code section 1125 and do not require the re-solicitation of any Class of Claims under Bankruptcy Code section 1126. The Plan as modified shall constitute the Plan submitted for Confirmation.

Based on the foregoing findings, and on the record made before the Bankruptcy Court at the Confirmation Hearing, and good and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED, AND DECREED THAT:

Confirmation of the Plan

1.          The Plan, as and to the extent modified by this Confirmation Order, is APPROVED and CONFIRMED pursuant to Bankruptcy Code section 1129.

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2.          Each provision of the Plan is authorized and approved and shall have the same validity, binding effect, and enforceability as every other provision of the Plan. The terms of the Plan, as previously modified and as modified by any modifications made by this Confirmation Order, are incorporated by reference into and are an integral part of this Confirmation Order. The failure specifically to describe, include, or refer to any particular article, section, part, or provision of the Plan, the Plan Supplement, or any related document in this Confirmation Order shall not diminish or impair the effectiveness of such article, section, part, or provision, it being the intent of the Bankruptcy Court that the Plan, the Plan Supplement, and all related documents be approved and confirmed in their entirety as if set forth verbatim in this Confirmation Order.

3.          Any resolutions of objections to Confirmation of the Plan or to the Plan Settlements Motion explained on the record at the Confirmation Hearing are hereby incorporated by reference. All unresolved objections, statements, joinders, comments, and reservations of rights in opposition to or inconsistent with the Plan or the Plan Settlements Motion have been fully considered by the Bankruptcy Court and are hereby DENIED and OVERRULED with prejudice on the merits and in their entirety. All withdrawn objections are deemed withdrawn with prejudice. The record of the Confirmation Hearing is hereby closed and such evidentiary record shall not be amended, modified, or supplemented.

Compromises and Settlements Under the Plan

4.          The Plan Settlements Motion is GRANTED as set forth herein. Pursuant to Bankruptcy Code section 1123(b) and Bankruptcy Rule 9019, upon the Effective Date, all settlements and compromises set forth in the Plan are approved in all respects as good faith, fair, reasonable, and equitable compromises and settlements of all Claims or Causes of Action affected thereby, as well as all other controversies and matters resolved pursuant to the Plan. Entry of this Confirmation Order constitutes approval of all such compromises and settlements pursuant to the Bankruptcy Rules, including Bankruptcy Rule 9019(a), the Bankruptcy Code, including Bankruptcy Code sections 105(a), 1123(a)(5), 1123(b)(3), and 1123(b)(6), and other applicable law.

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5.            In order to give effect to the Plan’s comprehensive compromise and settlement,

(a) On the Effective Date, unless held by Excluded Parties or Disputing Claimants (in which case such Claims are Disputed Claims), all Class 3 Standard Note Claims and all Class 5 Unit Claims are deemed Allowed under the Plan as set forth in the Schedule of Principal Amounts and Prepetition Distributions;

(b) To the extent, and only to the extent, a Claim is Allowed by subparagraph (a) above, the following Liquidation Trust Actions are waived and released as to the applicable Noteholder or Unitholder (that is not a Disputing Claimant): (i) Liquidation Trust Actions to avoid or recover a Prepetition Distribution with respect to the subject Allowed Claim and (ii) Liquidation Trust Actions to avoid or recover a Debtor’s prepetition payment of consideration representing the return or repayment of the principal of any Note or any Unit (which consideration is applied as such prior to determining the Outstanding Principal Amount for the Notes or Units relevant to the applicable Allowed Claim);

(c) In accordance with Section 5.8 of the Plan, subject to the rights of Allowed Other Secured Claims, the Fund Debtors will be substantively consolidated into Woodbridge Mortgage Investment Fund 1, LLC and the Other Debtors will be substantively consolidated into Woodbridge Group of Companies, LLC;

(d) The Holders of Allowed Claims in Class 3 (Standard Note Claims), Class 4 (General Unsecured Claims), Class 5 (Unit Claims), and Class 6 (Non-Debtor Loan Note Claims) will receive the treatment provided for such Holders under the Plan;

(e) The Liquidation Trust will be created to most effectively and efficiently pursue the Liquidation Trust Actions for the collective benefit of all the Liquidation Trust Beneficiaries (as well as to own the membership interests of the Wind-Down Entity, establish and hold the Distribution Reserves, and receive and distribute to Noteholders, Holders of General Unsecured Claims, and Unitholders holding Liquidation Trust Interests the net proceeds of the liquidation of Wind-Down Assets by the Wind-Down Entity remaining after payment of Wind-Down Expenses, Liquidation Trust Expenses, and certain other Claims, all in accordance with the Plan); and

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(f) Any Intercompany Claims that could be asserted by one Debtor against another Debtor will be extinguished immediately before the Effective Date with no separate recovery on account of any such Claims and any Intercompany Liens that could be asserted by one Debtor regarding any Estate Assets owned by another Debtor will be deemed released and discharged on the Effective Date; provided, however, that solely with respect to any Secured Claim of a non-debtor as to which the associated Lien would be junior to any Intercompany Lien, the otherwise released Intercompany Claim and associated Intercompany Lien will be preserved for the benefit of, and may be asserted by, the Liquidation Trust as to any Collateral that is Cash and, otherwise, the Wind-Down Entity so as to retain the relative priority and seniority of such Intercompany Claim and associated Intercompany Lien.

Classification and Treatment

6.          The Plan’s classification scheme is approved. The classifications set forth on the Ballots tendered to or returned by the Holders of Claims in connection with voting on the Plan: (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims under the Plan for Distribution purposes; (c) may not be relied on by any Holder of a Claim as representing the actual classification of such Claim under the Plan for Distribution purposes; and (d) shall not be binding on the Debtors, the Estates, or the Liquidation Trust except for voting purposes.

Authorization to Implement the Plan

7.          On the Effective Date, the certificates of incorporation, bylaws, operating agreements, and articles of organization, as applicable, of all the Debtors shall be deemed amended to the extent necessary to carry out the provisions of the Plan. The entry of this Confirmation Order shall constitute authorization for the Debtors, the Wind-Down CEO, the Liquidation Trustee, and the Remaining Debtors Manager, as applicable, to take or cause to be taken all actions (including, if applicable, Corporate Actions) necessary or appropriate to implement all provisions of, and to consummate, the Plan prior to, on, and after the Effective Date and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court without further approval, act, or action under any applicable law, order, rule, or regulation.

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8.          This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state or any other governmental authority with respect to the implementation or consummation of the Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts referred to in or contemplated by the Plan or the Plan Supplement.

9.          Pursuant to Bankruptcy Code section 1146(a), any transfers of property pursuant to the Plan or made in connection therewith shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental assessment to the fullest extent contemplated by section 1146(a). Upon entry of this Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. The Bankruptcy Court shall retain specific jurisdiction with respect to these matters.

10.          Issuance of the Liquidation Trust Interests in accordance with the Plan is approved. The Liquidation Trust is authorized and empowered, without further approval of this Court or any other Person, to take such actions and to perform such acts as may be necessary, desirable, or appropriate to implement the issuance of the Liquidation Trust Interests in accordance with the Plan and to execute and deliver all agreements, documents, securities, instruments, and certificates relating thereto.

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11.     The approvals and authorizations specifically set forth in this Confirmation Order are not intended to limit the authority of the Debtors, the Wind-Down CEO, the Liquidation Trustee, and the Remaining Debtors Manager, as applicable, to take any and all actions necessary or appropriate to implement, effectuate, and consummate any and all documents or transactions contemplated by the Plan or this Confirmation Order.

Enforceability of Plan

12.     Pursuant to Bankruptcy Code sections 1123(a), 1141(a), and 1142, the Plan and all Plan-related documents (including the Liquidation Trust Agreement and the Wind-Down Governance Agreement upon their execution) shall be, and hereby are, valid, binding, and enforceable. Subject to Article IX of the Plan, upon the occurrence of the Effective Date, the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding on the Debtors, all Creditors and Holders of Equity Interests, and all other Persons in accordance with their respective terms.

Vesting of Assets

13.     On the Effective Date, the Wind-Down Entity will be automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and interest in and to all Wind-Down Assets. Except as specifically provided in the Plan or this Confirmation Order, the Wind-Down Assets shall automatically vest in the Wind-Down Entity free and clear of all Claims, Liens, or interests, and such vesting shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax. The Wind-Down Entity shall be the exclusive representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3)(B) regarding all Wind-Down Assets.

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14.     On the Effective Date, the Liquidation Trust will be automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and interest in and to all Liquidation Trust Assets. Except as specifically provided in the Plan or this Confirmation Order, the Liquidation Trust Assets shall automatically vest in the Liquidation Trust free and clear of all Claims, Liens, or interests subject only to the Liquidation Trust Interests and the Liquidation Trust Expenses, as provided for in the Liquidation Trust Agreement, and such vesting shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax. The Liquidation Trustee shall be the exclusive trustee of the Liquidation Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3) regarding all Liquidation Trust Assets. The Liquidation Trust shall hold and distribute the Liquidation Trust Assets in accordance with the provisions of the Plan and the Liquidation Trust Agreement.

15.     Except as otherwise provided in the Plan or this Confirmation Order, from and after the Effective Date, the Liquidation Trust will retain all rights to commence, pursue, litigate, or settle, as appropriate, any and all of the Debtors’ or Estates’ Causes of Action and Causes of Action that are Contributed Claims (whether existing as of the Petition Date or thereafter arising), and all Avoidance Actions, all as Liquidation Trust Actions, in each ease in any court or other tribunal, including in an adversary proceeding Filed in the Chapter 11 Cases.

16.     No Person may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Avoidance Actions, Causes of Action, or Contributed Claims against them as any indication that the Liquidation Trust will not pursue any and all available Avoidance Actions, Causes of Action, or Contributed Claims against such Person. The Debtors and the Liquidation Trust expressly reserve all rights to prosecute any and all Avoidance Actions, Causes of Action, or Contributed Claims against any Person other than the Released Parties, in accordance with the Plan.

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Termination of Directors and Officers

17.     On the Effective Date, each of the Debtors’ existing directors, officers, and managers shall be terminated automatically without the need for any Corporate Action and without the need for any corporate or limited liability company filings, and shall have no ongoing rights against or obligations to the Debtors or the Estates, including under any applicable prepetition agreements (all of which will be deemed terminated).

Wind Down and Dissolution of the Debtors

18.     Each Remaining Debtor shall continue in existence after the Effective Date as a post-Effective-Date entity for the purposes of ensuring, among other things, that Creditors will obtain the benefits of any allegedly transfer-restricted assets. Without the need for any Corporate Action and without the need for any corporate or limited liability company filings, (a) all Equity Interests of the Remaining Debtors issued and outstanding immediately before the Effective Date shall be automatically cancelled and extinguished on the Effective Date and (b) as of the Effective Date, new membership interests of each Remaining Debtor, representing all of the issued and outstanding membership interests of each such Remaining Debtor, shall be issued to the Liquidation Trust, which new membership interests so issued shall be deemed to have been offered and sold to the Liquidation Trust in reliance on the exemption from registration under the Securities Act afforded by section 4(a)(2) thereof. On and after the Effective Date, each Remaining Debtor will be a wholly-owned subsidiary of the Liquidation Trust, and the Liquidation Trust may expend with respect to such Remaining Debtor such amounts as the Liquidation Trust determines is appropriate, in its discretion. The sole manager of each Remaining Debtor shall be the Remaining Debtors Manager. The Remaining Debtors Manager’s rights and powers with respect to operations, employment, compensation, indemnity, and exculpation as to each Remaining Debtor shall, to the greatest extent possible, be the same as its rights and powers as Liquidation Trustee in connection with the Liquidation Trust, and the Remaining Debtors Manager may take such steps as appropriate to maintain the good standing of the applicable Remaining Debtor. Until a Remaining Debtor is dissolved, all cash or property received by the Remaining Debtor, gross or net of any expenses of the Remaining Debtor incurred after the Effective Date, shall be transferred to the Liquidation Trust. Each Remaining Debtor (a) shall have the Liquidation Trust as its sole member and the Liquidation Trust shall be deemed to be admitted as a member of each Remaining Debtor on the Effective Date, (b) shall be treated as a disregarded entity for income tax purposes, (c) shall have a purpose consistent with the purpose of the Liquidation Trust as set forth in Section 5.4.4 of the Plan, and (d) shall be subject to the same limitations imposed on the Liquidation Trustee under the terms of this Plan and the Liquidation Trust Agreement.

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19.     On the Effective Date, each of the Debtors other than the Remaining Debtors will be dissolved automatically without the need for any Corporate Action, without the need for any corporate or limited liability company filings, and without the need for any other or further actions to be taken by or on behalf of such dissolving Debtor or any other Person or any payments to be made in connection therewith; provided, however, that the Liquidation Trust may in its discretion file any certificates of cancellation as may be appropriate in connection with dissolution of any Debtors other than the Remaining Debtors. On and as of the earlier of the Closing Date and the date on which the Remaining Debtors Manager Files with the Bankruptcy Court a notice of dissolution as to a Remaining Debtor, such Remaining Debtor will be dissolved automatically without the need for any Corporate Action, without the need for any corporate or limited liability company filings, and without the need for any other or further actions to be taken by or on behalf of such dissolving Remaining Debtor or any other Person or any payments to be made in connection therewith; provided, however, that the Liquidation Trust may in its discretion file any certificates of cancellation as may be appropriate in connection with dissolution of any Remaining Debtors.

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20.     Pursuant to Bankruptcy Code section 350 and Section 11.22 of the Plan, the closing of certain of the Cases is hereby authorized. Upon the Effective Date, the Cases, other than the Cases of the Remaining Debtors (Case Nos. 17-12560 (KJC) and 17-12786 (KJC)), will be deemed closed and no further fees in respect of such closed Cases will thereafter accrue or be payable to any Person. The Liquidation Trust may at any point File a motion to close the Case for either of the Remaining Debtors. As soon as practicable after the Effective Date, the Liquidation Trust shall submit a separate order to the Bankruptcy Court under certification of counsel, substantially in the form attached hereto as Exhibit C (the “Form Final Decree Order”), to the Bankruptcy Court to enter on the docket of each individual Debtor’s Case to close such Case effective as of the Effective Date, except for the Cases of the Remaining Debtors. The Liquidating Trust shall reserve all rights to move to reopen a closed case. The closing of the Cases, other than the Cases of the Remaining Debtors, will in no way prejudice the Liquidating Trust’s or the Wind-Down Entity’s, as applicable, rights to object or otherwise contest a proof of Claim filed against any of the Debtors or to commence or prosecute any action to which any of the Debtors may be a party, or a claimant’s rights to receive Distributions under the Plan to the extent such claimant’s Claim is ultimately Allowed, nor will the closing of such Cases otherwise alter or modify the terms of the Plan.

Cancellation of Equity Interests. Notes, Instruments, Certificates, and Other Documents

21.     As of the Effective Date, all Equity Interests shall be deemed void, cancelled, and of no further force and effect, and the obligations of the Debtors thereunder or in any way related thereto, including any obligation of the Debtors to pay any franchise or similar-type taxes on account of such Equity Interests, shall be discharged. On and after the Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain any property or interest in property under the Plan on account of such Equity Interests.

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22.     Except to the extent necessary to give effect to the treatment of any Holder of an Allowed Class 1 Claim pursuant to Section 3.2 of the Plan, any agreement, bond, certificate, indenture, note, security, warrant, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors shall be deemed cancelled on the Effective Date, and all Liens, mortgages, pledges, grants, trusts, and other interests relating thereto shall be automatically cancelled, and all obligations of the Debtors thereunder or in any way related thereto shall be discharged.

Plan Distributions

23.     The Wind-Down Entity and the Liquidation Trust, as applicable, shall make all Distributions under the Plan and such Distributions shall be in accordance with the Plan and the Liquidation Trust Agreement, as applicable.

24.     From and after the Effective Date, other than a proof of Claim relating to an executory contract or unexpired lease that is rejected pursuant to the Plan, a proof of Claim relating to any prepetition Claim may not be Filed or amended without the prior approval of the Liquidation Trust or leave of the Bankruptcy Court.

Administration of the Wind-Down Entity

25.     The Wind-Down Governance Agreement, substantially in the form filed with the Plan Supplement, as such Plan Supplement may be amended in accordance with the Plan and this Confirmation Order, is hereby approved.

26.     The appointment of Frederick Chin as the initial Wind-Down CEO is hereby approved. The Wind-Down CEO shall be compensated in the manner set forth in and consistent with the Plan Supplement. The Wind-Down CEO shall have all powers, rights, duties, and protections afforded the Wind-Down CEO under the Plan, including in Section 5.3 thereof, and the Wind-Down Governance Agreement.

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Administration of the Liquidation Trust

27.     The Liquidation Trust Agreement, substantially in the form filed with the Plan Supplement, as such Plan Supplement may be amended in accordance with the Plan and this Confirmation Order, is hereby approved.

28.     The appointment of Michael Goldberg as the Liquidation Trustee is hereby approved. The Liquidation Trustee shall be compensated in the manner set forth in and consistent with the Liquidation Trust Agreement. The Liquidation Trustee shall have all powers, rights, duties, and protections afforded the Liquidation Trustee under the Plan, including Section 5.4 thereof, and the Liquidation Trust Agreement.

Executory Contracts and Unexpired Leases

29.       On the Effective Date, pursuant to Bankruptcy Code sections 365 and 1123, (a) the Debtors’ assumption of all executory contracts and unexpired leases identified on the Schedule of Assumed Agreements (as it may be amended by the Debtors prior to the Effective Date) is approved and (b) the Debtors’ assignment of all such executory contracts and unexpired leases to the Wind-Down Entity is approved. Except as to any objection that was resolved or continued at the Confirmation Hearing, this Confirmation Order shall constitute a conclusive determination regarding the amount of any cure and compensation due under the applicable executory contract or unexpired lease, as well as a conclusive finding that the Wind-Down Entity has demonstrated adequate assurance of future performance with respect to such executory contract or unexpired lease, to the extent required. Absent order of the Bankruptcy Court to the contrary, any counterparty to an executory contract or unexpired lease that failed to timely object to the proposed assumption or proposed Cure Payment is hereby deemed to have assented to such assumption or Cure Payment. Any monetary defaults under each executory contract and unexpired lease that the Debtors assume and assign, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the Cure Payment.

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30.     Assumption of any executory contract or unexpired lease and payment of the applicable Cure Payment, if any, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any assumed executory contract or unexpired lease at any time before the date the Debtors assume such executory contract or unexpired lease.

31.     Nothing in the Plan or this Confirmation Order, including any discharge, waivers, releases, or injunctions, shall adversely affect or prevent any counterparty to an unexpired lease or executory contract that is assumed from asserting, after the Effective Date, any claim that, as of the date of service of the Schedule of Assumed Agreements, was accrued but not yet required to be billed, or accrued after the date of service of the Schedule of Assumed Agreements, and is made in accordance with the terms of the assumed unexpired lease or executory contract.

32.     The Debtors shall have the right to remove an executory contract or unexpired lease from the Schedule of Assumed Agreements prior to the Effective Date. To the extent of any such modifications, the Debtors will provide notice to each counterparty to an affected executory contract or unexpired lease.

33.     On the Effective Date, pursuant to Bankruptcy Code sections 365 and 1123, the Debtors’ rejection of all executory contracts and unexpired leases of the Debtors—except for (a) executory contracts and unexpired leases that have been previously assumed or rejected by the Debtors, (b) executory contracts and unexpired leases that are set forth in the Schedule of Assumed Agreements, and (c) any agreement, obligation, security interest, transaction, or similar undertaking that the Debtors believe is not executory or a lease, but that is later determined by the Bankruptcy Court to be an executory contract or unexpired lease that is subject to assumption or rejection under Bankruptcy Code section 365—is approved.

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34.     Any Rejection Claim or other Claim for damages arising from the rejection under the Plan of an executory contract or unexpired lease must be Filed and served no later than the first Business Day that is at least thirty (30) calendar days after the Effective Date. Any such Rejection Claims that are not timely Filed and served will be forever disallowed, barred, and unenforceable, and Persons holding such Claims will not receive and be barred from receiving any Distributions on account of such untimely Claims.

Administrative Claims

35.     Subject to the last sentence of this paragraph, all requests for payment of an Administrative Claim must be Filed with the Bankruptcy Court no later than the first Business Day that is at least thirty-five (35) calendar days after the Effective Date. The failure to File a motion requesting Allowance of an Administrative Claim on or before the Administrative Claims Bar Date, or the failure to serve such motion timely and properly, shall result in the Administrative Claim being forever barred and disallowed without further order of the Bankruptcy Court. If for any reason any such Administrative Claim is incapable of being forever barred and disallowed, then the Holder of such Claim shall in no event have recourse to any property to be distributed pursuant to the Plan. Postpetition statutory tax claims shall not be subject to any Administrative Claims Bar Date.

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 Professional Fee Claims

36.     All final requests for payment of Professional Fee Claims pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), or 1103 must be made by application Filed with the Bankruptcy Court and served on counsel to the Liquidation Trust and counsel to the U.S. Trustee no later than forty-five (45) calendar days after the Effective Date, unless otherwise ordered by the Bankruptcy Court.

37.     All objections to the allowance of such Professional Fee Claims must be Filed and served on counsel to the Liquidation Trust, counsel to the U.S. Trustee, and the requesting Professional on or before the date that is twenty-one (21) calendar days after the date on which the applicable application was served (or such longer period as may be allowed by order of the Bankruptcy Court or by agreement with the requesting Professional). For the avoidance of doubt, nothing set forth herein supersedes the Bankruptcy Court’s Order Appointing Fee Examiner and Establishing Related Procedures for the Review of Fee Applications of Retained Professionals [Docket No. 525] (the “Fee Examiner Appointment Order”) and the procedure put in place thereby governing the Fee Examiner’s review of Applications, as each of those terms are defined in the Fee Examiner Appointment Order.

38.     All Professional Fee Claims shall be paid by the Liquidation Trust to the extent approved by order of the Bankruptcy Court within five (5) Business Days after entry of such order.

Releases, Injunction, and Exculpation

39.    The following release, injunction, exculpation, discharge, and related provisions set forth in Article XI of the Plan are hereby approved and authorized in their entirety.

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40.    Non-Discharge of the Debtors: Injunction. In accordance with Bankruptcy Code section 1141(d)(3)(A), the Plan does not discharge the Debtors. Bankruptcy Code section 1141(c) nevertheless provides, among other things, that the property dealt with by the Plan is free and clear of all Claims and Equity Interests against the Debtors. As such, no Person holding a Claim or an Equity Interest may receive any payment from, or seek recourse against, any assets that are to be distributed under the Plan other than assets required to be distributed to that Person under the Plan. As of the Effective Date, all Persons are precluded and barred from asserting against any property to be distributed under the Plan any Claims, rights, Causes of Action, liabilities, Equity Interests, or other action or remedy based on any act, omission, transaction, or other activity that occurred before the Effective Date except as expressly provided in the Plan or this Confirmation Order.

41.     Releases and Related Matters. On the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each of the Releasing Parties shall be deemed to have forever released, waived, and discharged each of the Released Parties from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities whatsoever, whether known or unknown, whether foreseen or unforeseen, whether liquidated or unliquidated, whether fixed or contingent, whether matured or unmatured, existing or hereafter arising, at law, in equity, or otherwise, that are based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the conduct of the Debtors’ business, the Cases, or the Plan, except for acts or omissions that are determined in a Final Order to have constituted actual fraud or willful misconduct; provided, however, that nothing in Section 11.11 of the Plan shall release or otherwise affect any Person’s rights under the Plan or this Confirmation Order.

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42.     Exculpation and Limitation of Liability. On the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, to the maximum extent permitted by law, none of the Exculpated Parties shall have or incur any liability to any Person, including to any Holder of a Claim or an Equity Interest, for any prepetition or postpetition act or omission in connection with, relating to, or arising out of the Debtors, the Cases, the formulation, negotiation, preparation, dissemination, solicitation of acceptances, implementation, confirmation, or consummation of the Plan, the Disclosure Statement, or any contract, instrument, release, or other agreement or document created, executed, or contemplated in connection with the Plan, or the administration of the Plan or the property to be distributed under the Plan; provided, however, that nothing in Section 11.12 of the Plan shall release or otherwise affect any Person’s rights under the Plan or this Confirmation Order; and provided, further, that the exculpation provisions of Section 11.12 of the Plan shall not apply to acts or omissions constituting actual fraud or willful misconduct by such Exculpated Party as determined by a Final Order. For purposes of the foregoing, it is expressly understood that any act or omission effected with the approval of the Bankruptcy Court conclusively will be deemed not to constitute actual fraud or willful misconduct unless the approval of the Bankruptcy Court was obtained by fraud or misrepresentation, and in all respects, the Exculpated Parties shall be entitled to rely on the written advice of counsel with respect to their duties and responsibilities under, or in connection with, the Cases, the Plan, and administration thereof. This Confirmation Order shall serve as a permanent injunction against any Person seeking to enforce any Causes of Action against the Exculpated Parties that are encompassed by the exculpation provided by Section 11.12 of the Plan.

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43.             Notwithstanding any provision in the Plan or this Confirmation Order to the contrary or an abstention from voting on the Plan, no provision of the Plan, or this Confirmation Order, (i) releases any non-debtor Person from any Cause of Action of the SEC; or (ii) enjoins, limits, impairs, or delays the SEC from commencing or continuing any Causes of Action, proceedings, or investigations against any non-debtor Person in any forum.

44.             Notwithstanding any provision in the Plan or this Confirmation Order to the contrary or an abstention from voting on the Plan, no provision of the Plan, or this Confirmation Order, (i) releases any non-debtor Person from claims of the United States related to the violation of any federal tax; or (ii) enjoins, limits, impairs, or delays the United States from commencing or continuing any actions, proceedings, or investigations against any non-debtor Person in any forum for claims related to the violation of any federal tax laws. Moreover, notwithstanding any other provision of the Plan or Confirmation Order, the United States’ rights, if any, to setoff and recoupment are preserved.

Payment of Statutory Fees

45.              All fees payable pursuant to 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid by the Debtors on or before the Effective Date. All such fees that arise after the Effective Date shall be paid by the Liquidation Trust. Notwithstanding the foregoing: (i) for the Remaining Debtors, quarterly fees for the quarter in which the Effective Date occurs will be calculated on the basis of all Estate Assets being distributed to the Liquidation Trust and the Wind-Down Entity on the Effective Date in the Chapter 11 Cases of the Remaining Debtors; (ii) for all other Debtors, quarterly fees for the quarter in which the Effective Date occurs will be calculated on the basis of disbursements (if any) made by such Debtors prior to the Effective Date; and (iii) quarterly fees for each quarter after the quarter in which the Effective Date occurs will be $325.00 for any Remaining Debtors through the entry of the Final Decree for any of the Remaining Debtors or the dismissal or conversion of the Chapter 11 Cases regarding the Remaining Debtors. Notwithstanding anything to the contrary in the Plan, the U.S. Trustee shall not be required to file any proofs of claim with respect to quarterly fees payable pursuant to 28 U.S.C. § 1930.

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Dissolution of the Committees

46.              Each of the Committees shall be automatically dissolved on the Effective Date and, on the Effective Date, each member of the Committees (including each Related Party thereof) and each Professional retained by any of the Committees shall be released and discharged from all rights, duties, responsibilities, and obligations arising from, or related to, the Debtors, their membership on any of the Committees, the Plan, or the Cases, except with respect to (a) any matters concerning any Professional Fee Claims held or asserted by any Professional retained by any of the Committees and (b) the right of former Noteholder Committee and Unitholder Committee members to select a successor Noteholder Committee or Unitholder Committee designee, respectively, on the Liquidation Trust Supervisory Board.

Tax-Specific Provisions

47.              The Liquidation Trust shall be established for the purpose of pursuing or liquidating the Liquidation Trust Assets and making Distributions to the Liquidation Trust Beneficiaries in accordance with Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. The administration of the Wind-Down Assets by the Wind-Down Entity in accordance with the Plan and the Wind-Down Governance Agreement is consistent with the absence of any objective to continue or engage in the conduct of a trade or business.

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48.              The fair market value of the Wind-Down Assets and the Liquidation Trust Assets as of the Effective Date has been determined as set forth on Exhibit D. Such fair market values shall control for all tax and financial reporting purposes with respect to the Distributions pursuant to the Plan and the value of the Wind-Down Assets and the Liquidation Trust Assets as of the Effective Date.

49.              Nothing in the Plan or this Confirmation Order shall constitute a declaratory judgment as to whether the proposed Liquidating Trust qualifies under 26 C.F.R.§ 301.7701-4(d).

Additional Provisions Regarding Recording Officers

50.              The Plan and this Confirmation Order are and shall be binding on and shall govern acts of all Persons, including all escrow agents, filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of fees, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, 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 relating to any Estate Assets (all such Persons being referred to as “Recording Officers”).

51.              Upon the occurrence of the Effective Date, all transactions contemplated by the Plan, including the vesting of the Wind-Down Assets in the Wind-Down Entity, the vesting of the Liquidation Trust Assets in the Liquidation Trust, and the release and discharge of Intercompany Liens and other Liens under the Plan, shall be deemed fully effective and to have occurred as a matter of law without the necessity of any other or further transfer documentation, forms, documents, paperwork, or anything else, and all Recording Officers are hereby instructed and directed to facilitate, recognize, and otherwise give full force and effect to the transactions effectuated by the Plan and this federal court order. In the event that any Recording Officer refuses to give full force and effect to the transactions effectuated as a matter of law by the Plan and this Confirmation Order, the Wind-Down Entity or the Liquidation Trust may pursue any and all appropriate remedies (including sanctions) against such Person before this Bankruptcy Court. A certified copy of this Confirmation Order may be filed with the appropriate Recording Officers to evidence cancellation of any recorded Claims, Liens, and other interests against or regarding the Estate Assets recorded prior to the date of this Confirmation Order, other than Liens that specifically survive after the Effective Date pursuant to the Plan.

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52.              Without limiting the generality of the preceding paragraph, from and after the Effective Date, subject to the supervision of the Wind-Down Board and the provisions of the Wind-Down Governance Agreement, all Recording Officers must recognize that the Wind-Down CEO has the full legal authority, right, and power to (a) sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the Wind-Down Assets or any part thereof or any interest therein, including through the formation on or after the Effective Date of any new or additional legal entities to be owned by the Wind-Down Entity to own and hold particular Wind-Down Assets separate and apart from any other Wind-Down Assets, upon such terms as the Wind-Down CEO determines to be necessary, appropriate, or desirable; and (b) exercise and enforce all rights and remedies regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor, including any such rights or remedies that any Debtor or any Estate was entitled to exercise or enforce prior to the Effective Date on behalf of a Holder of a Non-Debtor Loan Note Claim, and including rights of collection, foreclosure, and all other rights and remedies arising under any promissory note, mortgage, deed of trust, or other document with such underlying borrower or under applicable law.

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Notice of Entry of Confirmation Order and Effective Date

53.              Pursuant to Bankruptcy Rules 2002 and 3020(c), the Liquidation Trust is hereby authorized to serve a notice of entry of this Confirmation Order and the occurrence of the Effective Date, substantially in the form attached hereto as Exhibit B (the “Notice of Confirmation and Effective Date”) no later than five (5) Business Days after the Effective Date, on all Holders of Claims against or Equity Interests in the Debtors. The form of the Notice of Confirmation and Effective Date is hereby approved in all respects. The Notice of Confirmation and Effective Date shall constitute good and sufficient notice of the entry of this Confirmation Order and of the relief granted herein, and of all related deadlines under the Plan, and no other or further notice need be given of entry of this Confirmation Order, the occurrence of the Effective Date, or the related deadlines under the Plan. Notice need not be given or served to any Person for whom any prior notices sent during these Cases have been returned as undeliverable, unless the Debtors have been informed in writing by such Person of that Person’s new address.

Preemptive Effect

54.              Pursuant to Bankruptcy Code sections 1123(a) and 1123(b) as well as general principles of federal supremacy, the provisions of this Confirmation Order, the Plan, and related documents or any amendments or modifications thereto shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. Without limiting the generality of the preceding sentence, any applicable nonbankruptcy law that would prohibit, limit, or otherwise restrict implementation of the Plan based on (a) the commencement of the Cases, (b) the appointment of the Liquidation Trustee or the Wind-Down CEO or the Remaining Debtors Manager, (c) the wind down of the Debtors, (d) the liquidation of some or all of the Liquidation Trust Assets or the Wind-Down Assets, or (e) any other act or action to be done pursuant to or contemplated by the Plan is superseded and rendered inoperative by the Plan and federal bankruptcy law.

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Retention of Jurisdiction and Power

55.              Pursuant to Bankruptcy Code sections 105(a) and 1142, the Bankruptcy Court shall retain jurisdiction and judicial power over all matters arising out of, or related to, these Cases and the Plan to the fullest extent permitted by law, including jurisdiction and power to take the actions listed in Section 10.1 of the Plan and to consider any motions Filed pursuant to Section 10.2 of the Plan.

Rules Governing Conflicts Between Documents

56.             The provisions of this Confirmation Order, including the findings of fact and conclusions of law set forth herein, and the provisions of the Plan are integrated with each other, nonseverable, and mutually dependent unless expressly stated by further order of the Bankruptcy Court. The provisions of the Plan, the Plan Supplement, and this Confirmation Order shall be construed in a manner consistent with each other so as to effect the purpose of each; provided, however, that if there is any direct conflict between the terms of the Plan or the Plan Supplement and the terms of this Confirmation Order that cannot be reconciled, then, solely to the extent of such conflict, (i) the provisions of this Confirmation Order shall govern and any such provision of this Confirmation Order shall be deemed a modification of the Plan and shall control and take precedence; and (ii) as to all other agreements, instruments, or documents, the provisions of the Plan shall govern and take precedence (unless otherwise expressly provided for in such agreement, instrument, or document).

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Extension of Injunctions and Stays

57.              All injunctions or stays in the Cases under Bankruptcy Code sections 105 or 362 or otherwise, and extant on the Confirmation Date (excluding any injunctions or stays contained in or arising from the Plan or this Confirmation Order), shall remain in full force and effect through and inclusive of the Effective Date. All injunctions or stays contained in the Plan or this Confirmation Order shall remain in full force and effect in accordance with their terms.

Finality and Immediate Effect of Confirmation Order

58.              This Confirmation Order (a) is a final order and the period in which an appeal must be filed shall commence upon the entry hereof; and (b) shall be immediately effective and enforceable upon the entry hereof.

Dated:	Oct 26                                           , 2018
	Wilmington, Delaware
		/s/ Kevin J. Carey
		Honorable Kevin J. Carey United States Bankruptcy Judge

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Exhibit A

First Amended Joint Chapter 11 Plan of Liquidation

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
WOODBRIDGE GROUP OF COMPANIES,	Case No. 17-12560 (KJC)
LLC, et al.,1
	(Jointly Administered)
Debtors.

FIRST AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION OF WOODBRIDGE

GROUP OF COMPANIES, LLC AND ITS AFFILIATED DEBTORS

Dated: Wilmington, Delaware	YOUNG CONAWAY STARGATT & TAYLOR, LLP
August 22, 2018	Sean M. Beach (No. 4070)
	Edmon L. Morton (No. 3856)
	Ian J. Bambrick (No. 5455)
	Betsy L. Feldman (No. 6410)
	Rodney Square
	1000 North King Street
	Wilmington, Delaware 19801
	Tel:    (302) 571-6600
	Fax:    (302) 571-1253
	-and-
	KLEE, TUCHIN, BOGDANOFF & STERN LLP
	Kenneth N. Klee (pro hac vice)
	Michael L. Tuchin (pro hac vice)
	David A. Fidler (pro hac vice)
	Whitman L. Holt (pro hac vice)
	Jonathan M. Weiss (pro hac vice)
	1999 Avenue of the Stars, 39th Floor
	Los Angeles, California 90067
	Tel:    (310) 407-4000
	Fax:    (310) 407-9090
	Counsel to the Debtors and Debtors in Possession

¹ The last four digits of Woodbridge Group of Companies, LLC’s federal tax identification number are 3603. The mailing address for Woodbridge Group of Companies, LLC is 14140 Ventura Boulevard #302, Sherman Oaks, California 91423. Due to the large number of debtors in these cases, a complete list of the Debtors, the last four digits of their federal tax identification numbers, and their addresses is attached hereto as Exhibit 1.

INTRODUCTION²

The Debtors hereby propose this Plan, which provides for the resolution of the outstanding Claims and Equity Interests asserted against the Debtors. Reference is made to the Disclosure Statement for (i) a discussion of the Debtors’ history, businesses, properties, results of operations, and financial projections; (ii) a summary and analysis of this Plan: and (iii) certain related matters, including risk factors relating to the consummation of this Plan and Distributions to be made under this Plan. The Debtors are the proponents of the Plan within the meaning of Bankruptcy Code section 1129.

All Holders of Claims who are entitled to vote on the Plan are encouraged to read the Plan and the Disclosure Statement in their entirety before voting to accept or reject the Plan. Subject to certain restrictions and requirements set forth in Bankruptcy Code section 1127, Bankruptcy Rule 3019, and Sections 11.6 and 11.14 of the Plan, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan prior to its substantial consummation.

No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith, have been approved for use in soliciting acceptances and rejections of this Plan. Nothing in the Plan should be construed as constituting a solicitation of acceptances of the Plan unless and until the Disclosure Statement has been approved and distributed to Holders of Claims to the extent required by Bankruptcy Code section 1125.

ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ CAREFULLY THE DISCLOSURE STATEMENT (INCLUDING ALL EXHIBITS AND SCHEDULES THERETO) AND THE PLAN, EACH IN ITS ENTIRETY, BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I

DEFINED TERMS AND RULES OF INTERPRETATION

For purposes of the Plan, except as expressly provided or unless the context otherwise requires:

(a)              all Defined Terms shall have the meanings ascribed to them in this Article I of the Plan;

(b)              any term used in the Plan that is not a Defined Term, but that is used in the Bankruptcy Code or Bankruptcy Rules has the meaning assigned to such term in the Bankruptcy Code or Bankruptcy Rules, as applicable;

(c)              whenever the context requires, terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine;

² Capitalized terms used in this Introduction have the meanings ascribed to those terms in Article I below.

(d)              any reference in the Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such agreement or document shall be substantially in such form or substantially on such terms and conditions;

(e)               any reference in the Plan to an existing document, instrument, or exhibit means such document, instrument, or exhibit as it may have been or may be amended, modified, or supplemented from time to time;

(f)               any reference to a specific Person includes any successors or lawful assigns of such Person, and all rights, benefits, interests, and obligations of any Person named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, trustee, liquidator, rehabilitator, conservator, successor, or lawful assign of such Person;

(g)               unless otherwise indicated, the phrase “under the Plan” and similar words or phrases refer to the Plan in its entirety rather than to only a particular portion of the Plan;

(h)              unless otherwise specified, all references in the Plan to sections, articles, schedules, and exhibits are references to sections, articles, schedules, and exhibits of or to the Plan;

(i)               the words “herein,” “hereof,” “hereto,” “hereunder,” “herewith,” and other words of similar import refer to the Plan in its entirety rather than to only a particular portion of the Plan;

(j)                whenever the Plan uses the word “including,” such reference shall be deemed to mean “including, without limitation,”;

(k)              captions and headings to articles and sections are intended to be a part of the Plan;

(l)                whenever the Plan provides that a document or thing must be “acceptable” or “satisfactory” to any Person, such requirement shall in each ease be subject to a reasonableness qualifier;

(m)             the definition given to any term or provision in the Plan supersedes and controls any different meaning that may be given to that term or provision in the Disclosure Statement, on any Ballot, or in any other document other than the Confirmation Order; and

(n)               all other rules of construction set forth in Bankruptcy Code section 102 and in the Bankruptcy Rules shall apply.

The following Defined Terms shall have the respective meanings specified below:

1.1           Administrative Claim: A Claim (other than a Professional Fee Claim, but, for the avoidance of doubt, including Ordinary Course Professional Fee Claims) arising under Bankruptcy Code sections 503(b), 507(a)(2), 507(b), or 1114(e)(2), to the extent not previously paid, otherwise satisfied, or withdrawn, including (a) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code and (b) all Section 503(b)(9) Claims.

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1.2             Administrative Claims Bar Date: The last date by which any Person must File a request for payment of an Administrative Claim, which date shall be the first Business Day that is at least thirty-five (35) calendar days after the Effective Date, or, alternatively, such earlier date as is set by the Bankruptcy Court with the consent of the Liquidation Trust. For the avoidance of doubt, postpetition statutory tax claims shall not be subject to any Adnnnistrative Claims Bar Date. For the further avoidance of doubt, the Claims Bar Date for Section 503(b)(9) Claims was the General Claims Bar Date.

1.3 Allowed, Allowed Claim, or Allowed [ ] Claim:

(a) with respect to a Claim arising prior to the Petition Date (including a Section503(b)(9) Claim):

(i) either (A) a proof of claim was timely Filed by the applicable Claims Bar Date, or (B) a proof of claim is deemed timely Filed either as a result of such Claim being Scheduled or by a Final Order; and

(ii) either (A) the Claim is not a Contingent Claim, a Disputed Claim, an Unliquidated Claim, or a Disallowed Claim; or (B) the Claim is expressly allowed by a Final Order or under the Plan;

(b) with respect to a Claim arising on or after the Petition Date (excluding a Section 503(b)(9) Claim), a Claim that has been allowed by a Final Order or under the Plan.

Unless otherwise specified in the Plan or by a Final Order, an “Allowed Administrative Claim” or “Allowed Claim” shall not, for any purpose under the Plan, include interest, penalties, fees, or late charges on such Administrative Claim or Claim from and after the Petition Date. Moreover, any portion of a Claim that is satisfied, released, or waived during the Chapter 11 Cases is not an Allowed Claim. For the avoidance of doubt, any and all Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered “Allowed Claims” hereunder.

1.4             Available Cash: All Cash held by the Debtors on the Effective Date or by the Wind-Down Entity, the Liquidation Trust, or the Remaining Debtors on or after the Effective Date; in each case, after payment, allocation, or reserve in accordance with the Plan for: (a) unpaid or unutilized amounts for either Wind-Down Expenses or Liquidation Trust Funding; and (b) any post-Confirmation reserve requirements of the Wind-Down Entity in connection with the Plan, any agreements, or any Bankruptcy Court orders. For the avoidance of doubt, other than to the extent required by Section 3.7 of the Plan, any Cash that has been reserved on or before the Effective Date in respect of any Note holders under the DIP Orders, including amounts reserved in respect of adequate protection pursuant to section 3.1.2.4 of the Final DIP Order or any orders approving the sale of a Debtor’s property, no longer will be treated as reserved on such basis on and after the Effective Date.

1.5             Avoidance Actions: Any and all causes of action, claims, remedies, or rights that may be brought by or on behalf of the Debtors or the Estates under Bankruptcy Code sections 542, 544, 547, 548, 549, 550, 551, or 553, or under related state or federal statutes, or pursuant to any theory or cause of action under common law, regardless whether such action has been commenced prior to the Effective Date.

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1.6             Ballot: The ballot form distributed to each Holder of a Claim entitled to vote to accept or reject the Plan.

1.7             Bankruptcy Code: Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as the same may be amended from time to time to the extent applicable to the Chapter 11 Cases.

1.8           Bankruptcy Court: The United States Bankruptcy Court for the District of Delaware, or in the event such court ceases to exercise jurisdiction over any Chapter 11 Case, such other court or adjunct thereof that exercises jurisdiction over such Chapter 11 Case in lieu of the United States Bankruptcy Court for the District of Delaware.

1.9            Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure promulgated by the Supreme Court of the United States under 28 U.S.C. § 2075, as the same may be amended from time to time to the extent applicable to the Chapter 11 Cases.

1.10           Business Day: Any day other than a Saturday, a Sunday, a “legal holiday” (as defined in Bankruptcy Rule 9006(a)), or any other day on which commercial banks in New York, New York are required or authorized to close by law or executive order.

1.11           Cash: Cash and cash equivalents, including bank deposits, wire transfers, checks representing good funds, and legal tender of the United States of America or instrumentalities thereof.

1.12         Causes of Action: Any and all claims, rights, actions, causes of action, liabilities, obligations, suits, debts, remedies, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses rights of setoff, third-party claims, subordination claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and cross claims, damages, or judgments whatsoever, whether known or unknown, reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, foreseen or unforeseen, asserted or un asserted, existing or hereafter arising, in law, at equity, by statute, whether for tort, fraud, contract, or otherwise.

1.13          Chapter 11 Cases: The voluntary chapter 11 bankruptcy cases commenced by the Debtors, which are being jointly administered under the case caption In re Woodbridge Group of Companies, LLC, et al., Case No. 17-12560 (KJC) (Bankr. D. Del.).

1.14           Claim: Any “claim,” as defined in Bankruptcy Code section 101(5), against any of the Debtors or against any property of the Debtors.

1.15          Claim Objection Deadline: Subject to extension as set forth in Section 8.2 of the Plan, the date that is the first Business Day that is at least 180 calendar days after the Effective Date. For the avoidance of doubt, the Claim Objection Deadline may be extended one or more times by the Bankruptcy Court. 

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1.16          Claims Agent: Garden City Group, LLC, the Debtors’ court-appointed claims, noticing, and balloting agent.

1.17          Claims Bar Date: As applicable, the Administrative Claims Bar Date, the General Claims Bar Date, the Governmental Claims Bar Date, the SEC Bar Date, any Supplemental Bar Date, or the Rejection Claims Bar Date.

1.18          Class: A category of Claims or Equity Interests designated pursuant to the Plan, or any subclass thereof.

1.19          Class A Liquidation Trust Interests: The Liquidation Trust Interests to be distributed to the Note holders, the Holders of General Unsecured Claims, and the Unit holders under the Plan.

1.20          Class B Liquidation Trust Interests: The Liquidation Trust Interests to be distributed to the Unitholders under the Plan.

1.21          Closing Date: The date on which all of the Chapter 11 Cases have been closed in accordance with Section 11.21 of the Plan.

1.22          Collateral: Any Estate Asset that is subject to a Lien to secure the payment or performance of a Claim, which Lien is perfected and not subject to avoidance under the Bankruptcy Code or otherwise invalid or unenforceable under the Bankruptcy Code or applicable nonbankruptcy law.

1.23          Committees: Collectively, the Noteholder Committee, the Unitholder Committee, and the Unsecured Creditors’ Committee.

1.24          Confirmation: Entry by the Bankruptcy Court of the Confirmation Order.

1.25          Confirmation Hearing: The hearing or hearings held by the Bankruptcy Court to consider confirmation of the Plan as required by Bankruptcy Code section 1128(a), as such hearing may be continued from time to time.

1.26          Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant to Bankruptcy Code section 1129 in a form reasonably acceptable to each of the Committees.

1.27          Contingent Claim: Any Claim that is Scheduled or Filed as contingent.

1.28          Contributed Claims: All Causes of Action that a Note holder or Unit holder has against any Person that is not a Released Party and that are related in any way to the Debtors, their predecessors, their respective affiliates, or any Excluded Parties, including (a) all Causes of Action based on, arising out of, or related to the marketing, sale, and issuance of any Notes or Units; (b) all Causes of Action for unlawful dividend, fraudulent conveyance, fraudulent transfer, voidable transaction, or other avoidance claims under state or federal law; (c) all Causes of Action based on, arising out of, or related to the misrepresentation of any of the Debtors’ financial information, business operations, or related internal controls; and (d) all Causes of Action based on, arising out of, or related to any failure to disclose, or actual or attempted cover up or obfuscation of, any of the conduct described in the Disclosure Statement, including in respect of any alleged fraud related thereto.

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 1.29          Contributing Claimants: The Noteholders and the Unitholders that elect on their Ballots to contribute Contributed Claims to the Liquidation Trust.

1.30           Contributing Claimants Enhancement Multiplier: 105%.

1.31           Corporate Action: Any action, approval, authorization, decision, or other act of any kind that would be necessary on the part of any Person for any corporation, limited liability company, or other Person to in turn act.

1.32           Creditor: Any Holder of a Claim.

1.33           Cure Payment: The payment of Cash or the distribution of other property (as the parties may agree or the Bankruptcy Court may order) that is necessary to cure any and all defaults under an executory contract or unexpired lease so that such contract or lease may be assumed, or assumed and assigned, pursuant to Bankruptcy Code section 1123(b)(2).

1.34           Debtor or Debtors: Individually and collectively, each of the entities listed on Exhibit 1 hereto, as the same may be amended from time to time.

1.35           Defined Term: Any capitalized term that is defined in this Article I of the Plan.

1.36           DIP Agent: Hankey Capital, LLC in its capacity as agent under the DIP Facility, or its successor thereunder.

1.37           DIP Claims: Any and all Claims held by any DIP Lenders or the DIP Agent arising from or in connection with the DIP Loan Documents or the DIP Orders.

1.38           DIP Facility: That certain $100 million senior secured superiority debtor-in-possession financing facility provided by the DIP Lenders on the terms of, and subject to the conditions set forth in, the DIP Loan Agreement and the DIP Orders.

1.39           DIP Lenders: Any lenders under the DIP Facility, solely in their capacity as such.

1.40          DIP Loan Agreement: That certain Loan and Security Agreement dated as of December 7, 2017, as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms, by and among certain specified Debtors, the DIP Lenders, and the DIP Agent.

1.41         DIP Loan Documents: The DIP Loan Agreement and any amendments, modifications supplements thereto, as well as any related notes, certificates, agreements, security agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the DIP Loan Agreement.

1.42           DIP Orders: Collectively, the Final DIP Order and the preceding interim orders entered by the Bankruptcy Court authorizing the applicable Debtors to enter into the DIP Loan Agreement and access the DIP Facility.

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1.43          Disallowed Claim: Any Claim that (a) is not Scheduled, or is listed thereon as contingent, unliquidated, disputed, or in an amount equal to zero, and whose Holder failed to timely File a proof of claim by the applicable Claims Bar Date (unless late filing was permitted by a Bankruptcy Court order), but excluding any Claim that is expressly Allowed by a Final Order or under the Plan; or (b) has been disallowed pursuant to an order of the Bankruptcy Court.

1.44          Disclosure Statement: That certain disclosure statement relating to the Plan, including all exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to Bankruptcy Code section 1125, as it subsequently may be amended, modified, or supplemented by the Debtors.

1.45          Disclosure Statement Order: The order approving the Disclosure Statement, authorizing the Debtors to solicit acceptances of the Plan, and establishing certain related procedures and deadlines.

1.46          Disputed Claim: Any Claim:

(a) that is disputed in whole or in part under the Plan; or

(b) that is asserted by any of the Excluded Parties or any Disputing Claimant, which are Disputed Claims in their entirety and, as such, will have no right to receive any Distributions under the Plan unless and until such Claims are affirmatively Allowed by a Final Order; or

(c) that

(i) is not expressly Allowed by a Final Order or under the Plan; and

(ii) as to which a proof of claim is Filed or is deemed Filed as a result of such Claim being Scheduled; and

(iii) as to which either:

(1) an objection or request for estimation or subordination (A) has been timely Filed within the applicable period of limitations fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order under which the applicable period of limitation has expired, and (B) has not been denied by a Final Order or withdrawn; or

(2) the Claim Objection Deadline has not passed as to such Claim (unless the Liquidation Trust has determined that it will not object to such Claim).

1.47          Disputing Claimant: Either (a) a Noteholder or Unitholder (other than an Excluded Party) that has disputed the amounts set forth for such Creditor in the Schedule of Principal Amounts and Prepetition Distributions pursuant to the procedures set forth in the Disclosure Statement Order and applicable Ballot; or (b) a Noteholder holding a Non-Debtor Loan Note Claim that has not elected to have such Claim reclassified in Class 3 pursuant to the procedures set forth in the Disclosure Statement Order and applicable Ballot. 

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1.48          Distribution: Any initial or subsequent issuance, payment, or transfer of consideration made under the Plan.

1.49          Distribution Date: Any date on which a Distribution is made.

1.50          Distribution Record Date: The record date for determining entitlement of Holders of Claims to receive Distributions under the Plan, which date shall be the Effective Date.

1.51          Distribution Reserve: One or more reserves in respect of Contingent Claims, Disputed Claims, or Unliquidated Claims established under the Plan for Liquidation Trust Interests distributable under the Plan with respect to such Claims and amounts payable under the Plan with respect to such Claims or on account of such reserved Liquidation Trust Interests.

1.52          Effective Date: The date that is the first Business Day on which each condition set forth in Article IX of the Plan has been satisfied or waived as set forth therein.

1.53          Equity Interests: All previously issued and outstanding common stock, preferred stock membership interests, or other ownership interests in any of the Debtors outstanding immediately prior to the Effective Date, including restricted stock, treasury stock, and all options, warrants, calls, rights, puts, awards, commitments, appreciation rights, or any other agreements of any character to convert, exchange, exercise for, or otherwise receive any such common stock, preferred stock, membership interests, or other ownership interests. For the avoidance of doubt, the Unit Claims are not defined, classified, or treated as Equity Interests under the Plan as a result of the comprehensive settlement and compromise to be effected under the Plan.

1.54          Estate Assets: Collectively, (a) any and all right, title, and interest of the Debtors and the Estates in and to property of whatever type or nature, including their books and records and all Avoidance Actions and Causes of Action, as of the Effective Date; and (b) any assets contributed to or recovered by the Liquidation Trust or the Wind-Down Entity on or after the Effective Date.

1.55          Estates: The chapter 11 estates of the Debtors created by Bankruptcy Code section 541(a).

1.56          Exchange Act: The Securities Exchange Act of 1934, as amended.

1.57          Exchange Act Registration: Registration of the Class A Liquidation Trust Interests or the Class B Liquidation Trust Interests, as the case may be, as a class of equity securities under the Exchange Act.

1.58          Excluded Parties: Any prepetition insider of any of the Debtors, any non-debtor affiliates of the Debtors or insider of any such non-debtor affiliates, any prepetition employee of any of the Debtors involved in any way in the marketing or sale of Notes or Units, and any other Person (including any “broker,” salesperson, consultant, affiliated entity, or professional) involved in any way in the marketing or sale of Notes or Units, including those Persons identified on the Schedule of Excluded Parties.

1.59          Exculpated Parties: Collectively, (a) the Debtors, (b) the New Board, (c) the Committees, and (d) each of the preceding’s respective Related Parties; provided, however, that the Exculpated Parties shall not include any Excluded Party. 

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1.60          File, Filed, or Filing: Duly and properly filed with the Bankruptcy Court and reflected on the docket of the Chapter 11 Cases, except with respect to proofs of claim that must be filed with the Claims Agent, in which case “File” or “Filed” means duly and properly filed with the Claims Agent and reflected on the official claims register maintained by the Claims Agent.

1.61          Final Decree: An order entered pursuant to Bankruptcy Code section 350, Bankruptcy Rule 3022, and Local Rule 5009-1 closing the Chapter 11 Cases for the Remaining Debtors.

1.62          Final DIP Order: That certain Final Order on Debtors’ Motion for Entry of Interim and Final Orders (I) Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, 507, and 552 Authorizing Debtors to (A) Obtain Postpetition Secured Financing, (B) Use Cash Collateral, (C) Grant Adequate Protection to Prepetition Secured Parties; (II) Modifying the Automatic Stay; (III) Scheduling a Final Hearing Pursuant to Bankruptcy Rules 4001(B) and 4001(C); and (IV) Granting Related Relief, entered on March 8, 2018 [Docket No. 724].

1.63          Final Order: An order or judgment of the Bankruptcy Court entered on the docket of the Chapter 11 Cases:

(a) that has not been reversed, rescinded, stayed, modified, or amended;

(b) that is in full force and effect; and

(c)           with respect to which (i) the time to appeal or to seek review, rehearing, remand, or a writ of certiorari has expired and as to which no timely filed appeal or petition for review, rehearing, remand, or writ of certiorari is pending; or (ii) any such appeal or petition has been dismissed or resolved by the highest court to which the order or judgment was appealed or from which review, rehearing, remand, or a writ of certiorari was sought.

For the avoidance of doubt, no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to Bankruptcy Code section 502(j), Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or Bankruptcy Rules 9023 or 9024 may be or has been filed with respect to such order.

1.64          Fund Debtors: Collectively, Woodbridge Mortgage Investment Fund 1, LLC Woodbridge Mortgage Investment Fund 2, LLC, Woodbridge Mortgage Investment Fund 3, LLC, Woodbridge Mortgage Investment Fund 3a, LLC, Woodbridge Mortgage Investment Fund 4, LLC, Woodbridge Commercial Bridge Loan Fund 1, LLC, and Woodbridge Commercial Bridge Loan Fund 2, LLC.

1.65          General Claims Bar Date: June 19, 2018.

1.66          General Unsecured Claim: Any unsecured, non-priority Claim asserted against any of the Debtors or the Estates that is not a Note Claim, Subordinated Claim, or Unit Claim including, for the avoidance of doubt, all Rejection Claims, but excluding (a) any Claims arising from any executory contracts or unexpired leases that are assumed during the Chapter 11 Cases and (b) any vendor or other Claims satisfied in the ordinary course of business, as critical-vendor Claims, or pursuant to any other order of the Bankruptcy Court.

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1.67          Governmental Claims Bar Date: With respect to each applicable Debtor and other than the SEC Bar Date (if applicable), the date that is set forth in Exhibit I to the Bar Date Notice attached to the Order Establishing Deadlines for Filing Proofs of Claim and Proofs of Interest and Approving the Form and Manner of Notice thereof [Docket No. 911].

1.68          Holder: The Person that is the owner of record of a Claim, Equity Interest, or Liquidation Trust Interest, as applicable.

1.69          Impaired: Any Class of Claims or Equity Interests that is impaired within the meaning of Bankruptcy Code section 1124.

1.70          Initial Distribution Fund: Cash in a target range of $42.5 – $85.0 million.

1.71          Insured Claim: Any Claim or portion of a Claim (other than a Claim held by an employee of the Debtors for workers’ compensation coverage under the workers’ compensation program applicable in the particular state in which the employee is employed by the Debtors) that is insured under the Debtors’ insurance policies, but only to the extent of such coverage.

1.72          Intercompany Claim: A Claim of one Debtor against another Debtor.

1.73          Intercompany Lien: A Lien securing an Intercompany Claim.

1.74          Lien: Any Men, security interest, pledge, title retention agreement, encumbrance, leasehold, charge, mortgage, or hypothecation to secure payment of a debt or performance of an obligation, other than, in the case of securities and any other equity ownership interests, any restrictions imposed by applicable United States or foreign securities laws.

1.75          Lianidation Trust: A liquidation trust established on the Effective Date for the benefit of the Liquidation Trust Beneficiaries in accordance with the terms of the Plan and the Liquidation Trust Agreement.

1.76          Liquidation Trust Actions: Collectively, all Avoidance Actions and Causes of Action held by the Debtors or the Estates and any Causes of Action that are contributed to the Liquidation Trust as Contributed Claims, in each case as against any Person that is not a Released Party.

1.77          Liquidation Trust Agreement: The agreement substantially in the form Filed in the Plan Supplement and reasonably acceptable to each of the Committees establishing and delineating the terms and conditions of the Liquidation Trust, including the rights and duties of the Liquidation Trustee and the Liquidation Trust Supervisory Board.

1.78         Liquidation Trust Assets: Collectively, (a) the Liquidation Trust Actions, (b) the Liquidation Trust Funding, (c) 100% of the membership interests in the Wind-Down Entity and the Remaining Debtors (and all proceeds and distributions from such entities), (d) Available Cash as of the Effective Date and Available Cash that is possessed by or turned over to the Liquidation Trust after the Effective Date, and (e) other non-real-estate-related assets or entities that may be transferred or oflierwise provided, directly or indireeuy, to or for the benefit of the Debtors (after the Petition Date but before the Effective Date) or the Liquidation Trust (on or after the Effective Date) by any Person.

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1.79          Liquidation Trust Beneficiary: Each Holder of a Liquidation Trust Interest. Liquidation Trust Interests are to be Distributed to Holders of Allowed Note Claims, Allowed General Unsecured Claims, and Allowed Unit Claims in accordance with Sections 3.4, 3.5, and 3.6 of the Plan.

1.80          Liquidation Trust Expenses: Any and all reasonable fees, costs, and expenses incurred by the Liquidation Trustee not inconsistent with the Plan or the Liquidation Trust Agreement, including the maintenance or disposition of the Liquidation Trust Assets (including Liquidation Trustee fees, indemnity reserves, attorneys’ fees, the fees of professionals, and other Persons retained by the Liquidation Trustee, personnel-related expenses, and any taxes imposed on the Liquidation Trust or in respect of the Liquidation Trust Assets), and any other expenses incurred or otherwise payable in accordance with the Liquidation Trust Agreement.

1.81          Liquidation Trust Funding: The Liquidation Trust Seed Funding, any cash collateral or reserves extant as of the Effective Date regarding any Non-Debtor Loan Note Claims, and all Cash required (a) to make payments in accordance with the Plan to Administrative Claims, Professional Fee Claims, Priority Tax Claims, DIP Claims, and Priority Claims; or (b) to fund any other unfunded post-Confirmation reserve requirements of the Liquidation Trust (including Distribution Reserves) in connection with the Plan, any agreements, or any Bankruptcy Court orders. For the avoidance of doubt, other than to the extent required by Section 3.7 of the Plan, any Cash that has been reserved in respect of any Noteholders under the DIP Orders, including amounts reserved in respect of adequate protection pursuant to section 3.1.2.4 of the Final DIP Order or any orders approving the sale of a Debtor’s property, no longer will be treated as reserved on such basis on and after the Effective Date.

1.82          Liquidation Trust Indemnified Parties: The Liquidation Trustee, the Liquidation Trust Supervisory Board, the Remaining Debtors Manager, and their respective Related Parties, each in their respective capacity as such.

1.83         Liquidation Trust Interests: Together, the Class A Liquidation Trust Interests and the Class B Liquidation Trust Interests.

1.84          Liquidation Trust Interests Waterfall: On each Distribution Date, the Liquidation Trust shall distribute its Available Cash as follows:

  a.       The Liquidation Trust shall distribute Available Cash to each Holder of Class A Liquidation Trust Interests Pro Rata based on such Holder’s number of Class A Liquidation Trust Interests until the aggregate amount of all Distributions made pursuant to this clause on account of the Class A Liquidation Trust Interests equals the product of (i) the total number of all Class A Liquidation Trust Interests and (ii) $75.00;

  b.       Thereafter, the Liquidation Trust shall distribute Available Cash to each Holder of Class B Liquidation Trust Interests Pro Rata based on such Holder’s number of Class B Liquidation Trust Interests until the aggregate amount of all Distributions made pursuant to this clause on account of the Class B Liquidation Trust Interests equals the product of (i) the total number of all Class B Liquidation Trust Interests and (ii) $75.00;

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  c.       Thereafter, the Liquidation Trust shall distribute Available Cash to each Holder of a Liquidation Trust Interest (whether a Class A Liquidation Trust Interest or a Class B Liquidation Trust Interest) Pro Rata based on such Holder’s number of Liquidation Trust Interests until the aggregate amount of all Distributions made pursuant to this clause on account of the Liquidation Trust Interests equals an amount equivalent to interest, at a per annum fixed rate of 10%, compounded annually, accrued on the aggregate principal amount of all Net Note Claims, Allowed General Unsecured Claims, and Net Unit Claims outstanding from time to time on or after the first Petition Date (December 4, 2017), treating each Distribution of Available Cash made after the Effective Date pursuant to the immediately preceding two subparagraphs as reductions of such principal amount; and

d.      Thereafter, the Liquidation Trust shall distribute Available Cash Pro Rata to the Holders of Allowed Subordinated Claims until such Claims are paid in full, including interest, at a per annum fixed rate of 10% or such higher rate as may be specified in any consensual agreement or order relating to a given Holder, compounded annually, accrued on the principal amount of each Allowed Subordinated Claim outstanding from time to time on or after the first Petition Date (December 4, 2017).

1.85          Liquidation Trust Seed Funding: Cash in the amount of $5.0 million.

1.86          Liquidation Trust Supervisory Board: A supervisory board for the Liquidation Trust, whose initial members shall be identified at or before the Confirmation Hearing and shall be selected as follows: three (3) individuals nominated by the Unsecured Creditors’ Committee, one (1) individual nominated by the Noteholder Committee, and one (1) individual nominated by the Unitholder Committee. If any member of the Liquidation Trust Supervisory Board selected by the Unsecured Creditors’ Committee is no longer available for any reason, then the remaining member(s) selected by the Unsecured Creditors’ Committee shall select the replacement member(s). If a member of the Liquidation Trust Supervisory Board selected by either the Noteholder Committee or the Unitholder Committee is no longer available for any reason, then the available former members of the Noteholder Committee or Unitholder Committee, as applicable, shall be requested to, and may, select a replacement; provided, however, that if no former members of the Noteholder Committee or the Unitholder Committee, as applicable, are reasonably available and willing to make the selection, then the remaining members of the Liquidation Trust Supervisory Board shall select the replacement member(s).

1.87          Liquidation Trustee: Michael Goldberg and any successor thereto appointed pursuant to the Liquidation Trust Agreement, which successor appointment will require approval of the Liquidation Trust Supervisory Board (and, in the case of the proposed removal and replacement of Michael Goldberg, a determination by the Bankruptcy Court that “cause” exists for such removal and replacement using the standard under Bankruptcy Code section 1104 made after notice of such proposed removal and replacement has been provided to the SEC), in each case acting in the capacity as trustee of the Liquidation Trust.

1.88          Local Rules: The Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, as amended from time to time.

1.89          Net Note Claims: The Outstanding Principal Amount of the Note Claims held by a particular Noteholder, minus the aggregate amount of all Prepetition Distributions received by such Noteholder; provided that, solely as to those Noteholders that are Contributing Claimants, the resulting difference shall be multiplied by the Contributing Claimants Enhancement Multiplier.

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1.90          Net Unit Claims: The Outstanding Principal Amount of the Unit Claims held by a particular Unitholder, minus the aggregate amount of all Prepetition Distributions received by such Unitholder; provided that, solely as to those Unitholders that are Contributing Claimants, the resulting difference shall be multiplied by the Contributing Claimants Enhancement Multiplier.

1.91          New Board: The “New Board” as defined in and approved by that certain order entered by the Bankruptcy Court on January 23,2018 [Docket No. 357].

1.92          Non-Compensatory Penalty Claims: Any Claim, secured or unsecured, for any fine, penalty, or forfeiture, or for multiple, exemplary, or punitive damages, to the extent such fine, penalty, forfeiture, or damages are not compensation for actual pecuniary loss suffered by the Holder of such Claim.

1.93          Non-Debtor Loan Note Claims: Any Note Claims that are or were purportedly secured by an unreleased assignment or other security interest in any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor to the extent set forth in the Schedule of Non-Debtor Loan Note Claims. The loans to Persons that are not Debtors were made as part of the Debtors’ “Riverdale” segment, as described further in the Disclosure Statement.

1.94          Note Claims: Any and all Claims of a Person holding Notes that arise from or in connection with any Notes.

1.95          Noteholder: A given holder of one or more Notes, after aggregating holdings common to a beneficial natural person owner, natural person joint tenants including after dissolution of marriage by divorce or otherwise, or such holder’s estate, as applicable.

1.96          Noteholder Committee: The Official Ad Hoc Committee of Noteholders appointed in the Chapter 11 Cases as of February 1, 2018, as it may be reconstituted from time to time.

1.97          Notes: Any and all investments, interests, or other rights with respect to any of the Fund Debtors that were styled, marketed, or sold as “notes,” “mortgages,” or “loans.”

1.98          Ordinary Course Professional: Any Ordinary Course Professional, as that term is defined in the Order Authorizing the Employment and Payment of Professionals Used in the Ordinary Course of Business [Docket No. 296].

1.99          Ordinary Coarse Professional Fee Claim: A Claim of an Ordinary Course Professional for compensation or reimbursement of costs and expenses relating to services provided during the period from the Petition Date through and including the Effective Date.

1.100        Other Debtors: All Debtors other than the Fund Debtors.

1.101        Other Secured Claims: Any Seemed Claims that are not DIP Claims.

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1.102    Outstanding Principal Amount: When used in reference to a Note Claim, an amount equal to the aggregate principal balance outstanding as of the Petition Date on the Notes held by the applicable Noteholder; when used in reference to a Unit Claim, an amount equal to the aggregate principal balance outstanding as of the Petition Date on the Units held by the applicable Unitholder, in each case excluding any purportedly accrued prepetition interest and before reduction for any Prepetition Distributions.

1.103    Person: Any person or organization created or recognized by law, including any association, company, cooperative, corporation, entity, estate, fund, individual, joint stock company, joint venture, limited liability company, partnership, trust, trustee, unincorporated organization, government or any political subdivision thereof, or any other entity or organization of whatever nature.

1.104    Petition Date: (a) December 4, 2017, when used in reference to the 279 Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; (b) February 9, 2018, when used in reference to the fourteen Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; (c) March 9, 2018, when used in reference to the two Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; (d) March 23, 2018, when used in reference to the seven Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date; and (e) March 27, 2018, when used in reference to the four Debtors that Filed their voluntary chapter 11 petitions for relief in the Bankruptcy Court on such date.

1.105    Plan: This First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors and all exhibits thereto, including the Plan Supplement, as the same may be amended, modified, or supplemented in the Debtors’ reasonable discretion after consultation with each of the Committees.

1.106    Plan Supplement: The ancillary documents regarding the implementation and effectuation of the Plan, which will be Filed on or before the date that is seven (7) calendar days prior to the Voting Deadline, as such documents may be amended and supplemented prior to the Confirmation Hearing in the Debtors’ reasonable discretion after consultation with each of the Coinmittees.

1.107    Prepetition Distribution: Any consideration, whether or not denominated as “interest,” that was transferred at any time prior to the Petition Date from any Person to a Noteholder or a Unitholder on account of any Notes or Units, as applicable, but excluding consideration representing the return or repayment of the principal of any Note or any Unit (which consideration is applied as such prior to determining the Outstanding Principal Amount for the applicable Notes or Units). Unless excluded by the preceding sentence, such consideration shall include any transfers on account of Notes that were converted to Units or Units that were converted to Notes and shall include any transfers, whether or not denominated as “interest,” on account of Notes or Units held at any time even if such Unit or Note had been paid or was otherwise no longer existing as of the Petition Date.

1.108    Priority Claim: A Claim that is entitled to priority under Bankruptcy Code section 507(a), other than an Administrative Claim and a Priority Tax Claim.

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1.109    Priority Tax Claim: A Claim that is entitled to priority under Bankruptcy Code section 507(a)(8).

1.110    Professional: Any professional (other than an Ordinary Course Professional) employed in the Chapter 11 Cases pursuant to Bankruptcy Code sections 327, 328, 1103, or 1104 or any professional or oilier Person (in each case, other than an Ordinary Course Professional) seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to Bankruptcy Code section 503(b)(3) or 503(b)(4).

1.111    Professional Fee Claim: A Claim of a Professional for compensation or reimbursement of costs and expenses (or of members of any of the Committees for reimbursement of expenses) relating to services provided during the period from the Petition Date through and including the Effective Date.

1.112    Professional Fee Reserve: The reserve established and funded by the Liquidation Trust pursuant to Section 11.2 of the Plan to provide sufficient funds to satisfy in full all unpaid Allowed Professional Fee Claims.

1.113    Pro Rata: Proportionately so that the ratio of (a) the amount of consideration distributed on account of a particular Allowed Claim or Liquidation Trust Interest to (b) the amount or number of that Allowed Claim or Liquidation Trust Interest, is the same as the ratio of (x) the amount of consideration available for Distribution on account of, as applicable, all Allowed Claims in the Class in which the particular Allowed Claim is included or all applicable Liquidation Trust Interests (e.g., all Liquidation Trust Interests, all Class A Liquidation Trust Interests, or all Class B Liquidation Trust Interests) to (y) as applicable, the amount of all Allowed Claims of that Class or the number of applicable Liquidation Trust Interests, as adjusted to take into account any applicable Distribution Reserves.

1.114    Rejection Claim: Any Claim for monetary damages as a result of the rejection of any prepetition executory contract or unexpired lease, whether rejected pursuant to the Confirmation Order or otherwise.

1.115    Rejection Claims Bar Date: To the extent not previously established by prior order of the Bankruptcy Court, the first Business Day that is at least thirty (30) calendar days after the Effective Date.

1.116    Related Parties: Collectively, all of the respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, managers, members, officers, partners, predecessors, principals, professional persons, representatives, and successors of the reference Person; provided, however, that the Debtors’ Related Parties will be limited to the following Persons: the employees who are employed by the Debtors on the Effective Date; Richard Nevins; Michael Goldberg; M. Freddie Reiss; Frederick Chin; Bradley D. Sharp; Development Specialists, Inc.; Berkeley Research Group LLC; Klee, Tuchin, Bogdanoff & Stem LLP; Young Conaway Stargatt & Taylor LLP; Glaser Weil Fink Howard Avchen & Shapiro LLP; Homer Bonner Jacobs; Musick, Peeler & Garrett LLP; Province, Inc.; and Garden City Group, LLC.

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1.117    Released Parties: Collectively, (a) the Debtors, (b) the New Board, (c) the Committees, and (d) each of the preceding’s respective Related Parties; provided, however, that the Released Parties shall not include any Excluded Party.

1.118    Releasing Parties: Collectively, (a) the Debtors, (b) the Estates, and (c) any Person exercising or seeking to exercise any rights of the Estates (but solely in that capacity), including each of the Committees (but not their individual members), the Wind-Down CEO, the Liquidation Trustee, the Remaining Debtors Manager, and any other successor to the Debtors or any other estate representative that is or could be appointed or selected pursuant to Bankruptcy Code section 1123(b)(3) or otherwise.

1.119    Remaining Debtors: Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC.

1.120    Remaining Debtors Manager: The Liquidation Trustee, acting in the capacity as manager of the Remaining Debtors.

1.121   Schedule of Assumed Agreements: The schedule of those certain executory contracts and unexpired leases that the Debtors have determined, in the Debtors’ reasonable discretion after consultation with each of the Committees, the Debtors may assume and assign on the Effective Date. The initial Schedule of Assumed Agreements will be Filed as part of the initial Plan Supplement, but remains subject to any modifications that may be made prior to the Effective Date pursuant to Section 6.1.1 of the Plan.

1.122   Schedule of Excluded Parties: A non-exclusive schedule to the Disclosure Statement that lists certain of the Excluded Parties.

1.123   Schedule of Non-Debtor Loan Note Claims: A schedule to the Disclosure Statement that lists the Noteholders holding Non-Debtor Loan Note Claims as well as the relevant portions of the Schedule of Principal Amounts and Prepetition Distributions applicable to such Non-Debtor Loan Note Claims.

1.124   Schedule of Principal Amounts and Prepetition Distributions: A schedule to the Disclosure Statement that indicates both the Outstanding Principal Amount and the Prepetition Distributions for each Noteholder and Unitholder that is not an Excluded Party.

1.125   Scheduled: Set forth in the Schedules.

1.126   Schedules: The Schedules of Assets and Liabilities Filed by the Debtors on April 15, 2018 as Docket Nos. 1269-1561, and on April 16, 2018 as Docket Nos. 1564-1576 & 1578, as such Schedules may be amended from time to time in accordance with Bankruptcy Rule 1009.

1.127   SEC: The U.S. Securities and Exchange Commission.

1.128   SEC Bar Date: The date or dates that have been established by Bankruptcy Court order regarding the deadline for Filing of Claims by the SEC, as may be extended by subsequent Bankruptcy Court order. See Docket Nos. 1829 & 2273.

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1.129   Section 503(b)(9) Claim: A Claim arising under Bankruptcy Code section 503(b)(9) for the value of any goods received by the Debtors within twenty (20) calendar days before the Petition Date and that were sold to the Debtors in the ordinary course of their business.

1.130   Secured Claim: A Claim that is secured by a valid, perfected, and enforceable Lien on property in which the Debtors or the Estates have an interest, which Lien is valid, perfected, and enforceable under applicable law and not subject to avoidance under the Bankruptcy Code or applicable nonbankruptcy law. A Claim is a Secured Claim only to the extent of the value of the Holder’s interest in the Debtors’ interest in the Collateral or to the extent of the amount subject to setoff against a Cause of Action held by the Debtors, whichever is applicable, and as determined under Bankruptcy Code section 506(a). To the extent that the value of such interest in the Debtors’ interest in the subject Collateral or the amount subject to setoff against a Cause of Action held by the Debtors (as applicable) is less than the amount of the Claim which has the benefit of such security or is supported by such setoff right, such portion of the Claim is unsecured and shall be treated as a General Unsecured Claim unless, in any such case, the Class of which the Secured Claim is a part makes a valid and timely election in accordance with Bankruptcy Code section 1111(b) to have such Claim(s) treated as a Secured Claim to the extent Allowed. For the avoidance of doubt, Intercompany Claims and the Standard Note Claims are not defined, classified, or treated as Secured Claims under the Plan as a result of the comprehensive settlement and compromise to be effected under the Plan.

1.131   Securities Act: The Securities Act of 1933, as amended.

1.132   Standard Note Claim: Any Note Claim that is not a Non-Debtor Loan Note Claim.

1.133   Subordinated Claim: Collectively, (a) any Non-Compensatory Penalty Claims and (b) any other Claim that is subordinated to General Unsecured Claims, Note Claims, or Unit Claims pursuant to Bankruptcy Code section 510, a Final Order, or by consent of the Creditor holding such Claim.

1.134   Supplemental Bar Date: Any “Supplemental Bar Date” as defined and established by the Order Establishing Deadlines for Filing Proofs of Claim and Proofs of Interest and Approving the Form and Manner of Notice Thereof [Docket No. 911].

1.135   Unimpaired: Any Class of Claims that is not impaired within the meaning of Bankruptcy Code section 1124.

1.136   Uninsured Portion: The portion of any Insured Claim, if any, that is not insured under the Debtors’ insurance policies or that is beyond the extent of such coverage.

1.137   Unit Claims: Any and all Claims of a Person holding Units that arise from or in connection with any Units.

1.138   Unitholder: A given holder of one or more Units, after aggregating holdings common to a beneficial natural person owner, natural person joint tenants including after dissolution of marriage by divorce or otherwise, or such holder’s estate, as applicable.

1.139   Unitholder Committee: The Official Ad Hoc Committee of Unitholders appointed in the Chapter 11 Cases as of January 23, 2018, as it may be reconstituted from time to time.

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1.140   Units: Any and all investments, interests, or other rights with respect to any of the Fund Debtors that were styled, marketed, or sold as “units.”

1.141   Unliquidated Claim: Any Claim that is Scheduled as unliquidated or that was Filed in an unliquidated amount.

1.142   Unsecured Creditors’ Committee: The official committee of unsecured creditors, as contemplated under Bankruptcy Code section 1102, which was appointed in the Chapter 11 Cases as of December 14, 2017, as it may be reconstituted from time to time.

1.143   Unsecured Creditors’ Committee Action: The motion Filed by the Unsecured Creditors’ Committee [Docket No. 920] seeking leave, standing, and authority to prosecute certain Causes of Action on behalf of certain Debtors and their Estates, the draft complaint attached thereto, and any adversary proceeding that is subsequently commenced based on such motion or draft complaint.

1.144   U.S.Trustee: The Office of the United States Trustee for the District of Delaware.

1.145   Voting Deadline: The date and time by which all Ballots to accept or reject the Plan must be received in order to be counted under the Disclosure Statement Order.

1.146   Wind-Down Assets: Collectively, (a) all Estate Assets other than the Liquidation Trust Assets and (b) oflier real-estate-related assets or entities that may be transferred or otherwise provided, directly or indirectly, to or for the benefit of the Debtors (after the Petition Date but before the Effective Date) or the Wind-Down Entity (on or after the Effective Date) by any Person.

1.147   Wind-Down Board: The board of directors of the Wind-Down Entity, which will initially consist of Richard Nevins, M. Freddie Reiss, and the Wind-Down CEO.

1.148   Wind-Down CEO: Frederick Chin or his successor.

1.149   Wind-Down Claim Expenses: All Cash required to make payments in accordance with the Plan to Holders of Other Secured Claims and to counterparties to executory contracts and unexpired leases that are assumed and assigned to the Wind-Down Entity under the Plan or otherwise assumed and assigned pursuant to a Final Order.

1.150   Wind-Down Entity: A Delaware limited liability company established on die Effective Date and named “Woodbridge Wind-Down Entity LLC” in which all Wind-Down Assets will be vested and administered by the Wind-Down CEO, subject to the supervision and oversight of the Wind-Down Board and the Liquidation Trustee.

1.151   Wind-Down Expenses: Any and all reasonable fees, costs, and expenses incurred by the Wind-Down Entity not inconsistent with the Plan or the Wind-Down Governance Agreement including (i) any administrative fees; (ii) attorneys’ or other professionals’ fees and expenses of the Wind-Down Entity; (iii) insurance fees or premiums; (iv) taxes; (v) escrow expenses (vi) costs associated with any maintenance, liquidation, and administration as part of the wind down of the Debtors; (vii) Wind-Down Claim Expenses; and (viii) costs to maintain, develop improve, or insure any Wind-Down Assets while they are held for sale or otherwise liquidated, and any other expenses incurred or otherwise payable in accordance with the Wind-Down Governance Agreement.

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1.152   Wind-Down Governance Agreement: An agreement substantially in the form Filed in the Plan Supplement and reasonably acceptable to each of the Committees delineating the rights of the Liquidation Trust and the Liquidation Trust Supervisory Board based on the Liquidation Trust’s 100% ownership of the Wind-Down Entity.

1.153   Wind-Down Indemnified Parties: The Wind-Down CEO, the Wind-Down Board, and their respective Related Parties, each in their respective capacity as such.

ARTICLE II

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

2.1      Snmmarv and Classification of Claims. This Section classifies Claims – except for Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Claims, which are not classified – for all purposes, including confirmation, Distributions, and voting. A Claim is classified in a particular Class only to the extent that the Claim falls within the Class description. To the extent that part of a Claim falls within a different Class description, that part of the Claim is classified in that different Class. The following table summarizes the Classes of Claims under the Plan:

CLASS	DESCRIPTION	IMPAIRED/ UNIMPAIRED	VOTING STATUS
None	Administrative Claims	Unimpaired	Not Entitled to Vote
None	Professional Fee Claims	Unimpaired	Not Entitled to Vote
None	Priority Tax Claims	Unimpaired	Not Entitled to Vote
None	DIP Claims	Unimpaired	Not Entitled to Vote
Class 1	Other Secured Claims3	Unimpaired	Not Entitled to Vote (deemed to accept)
Class 2	Priority Claims	Unimpaired	Not Entitled to Vote (deemed to accept)
Class 3	Standard Note Claims	Impaired	Entitled to Vote
Class 4	General Unsecured Claims	Impaired	Entitled to Vote

³ For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Other Secured Claim shall be deemed to be in its own subclass (unless such Holder shares the same Lien on Collateral with a different Holder of another Other Secured Claim, in which case such Claims shall be deemed to be included together in the same subclass).

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CLASS	DESCRIPTION	IMPAIRED/ UNIMPAIRED	VOTING STATUS
Class 5	Unit Claims	Impaired	Entitled to Vote
Class 6	Non-Debtor Loan Note Claims	Impaired	Entitled to Vote
Class 7	Subordinated Claims	Impaired	Not Entitled to Vote (deemed to reject)
Class 8	Equity Interests	Impaired	Not Entitled to Vote (deemed to reject)

NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THE PLAN, NO DISTRIBUTIONS WILL BE MADE ON ACCOUNT OF ANY CLAIM THAT IS NOT AN ALLOWED CLAIM AND NO RIGHTS WILL BE RETAINED ON ACCOUNT OF ANY CLAIM THAT IS A DISALLOWED CLALM.

2.2         Classification & Voting Controversies.

(a)     If a controversy arises regarding whether any Claim is properly classified under the Plan, then the Bankruptcy Court shall, upon proper motion and notice, determine such controversy at the Confirmation Hearing.

(b)     If the Bankruptcy Court finds that the classification of any Claim is improper, then such Claim shall be reclassified and the Ballot previously cast by the Holder of such Claim shall be counted in, and the Claim shall receive the treatment prescribed in, the Class in which the Bankruptcy Court determines such Claim should have been classified, without the necessity of resoliciting any votes on the Plan.

ARTICLE III

TREATMENT OF CLAIMS AND EQUITY INTERESTS

3.1         Unclassified Claims.

3.1.1      Administrative Claims. Except as otherwise provided for herein, and subject to the requirements of the Plan, on or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) thirty (30) calendar days following the date on which an Administrative Claim becomes an Allowed Administrative Claim, the Holder of such Allowed Adininistrative Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such Allowed Administrative Claim, (a) Cash equal to the unpaid portion of such Allowed Administrative Claim or (b) such other less favorable treatment as to which such Holder and the Liquidation Trust shall have agreed upon in writing.

3.1.2      Professional Fee Claims. Professional Fee Claims shall be paid as set forth in Section 11.2 of the Plan.

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3.1.3     Priority Tax Claims. In full satisfaction, settlement, and release of and in exchange for such Claims, Allowed Priority Tax Claims shall be paid, at the Liquidation Trust’s option, as follows: (a) Cash equal to the unpaid portion of such Allowed Priority Tax Claim on the later of the Effective Date and flinty (30) calendar days following the date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim; (b) in regular installment payments in Cash over a period not exceeding five (5) years after the Petition Date, plus interest on the unpaid portion thereof at the rate determined under applicable nonbankruptcy law as of the calendar month in winch the Effective Date occurs (provided that such election shall be without prejudice to the right to prepay any such Allowed Priority Tax Claim in full or in part without penalty); or (c) such other treatment as to which the Holder of an Allowed Priority Tax Claim and the Liquidation Trust shall have agreed upon in writing.

3.1.4     DIP Claims. Subject to the DIP Orders, on the Effective Date, the DIP Claims shall be deemed to be Allowed in the full amount due and owing under the DIP Facility as of the Effective Date, if any. On the Effective Date, any outstanding DIP Claims shall be indefeasibly paid in full in Cash and the Debtors’ rights and obligations under the DIP Facility shall be cancelled.

3.2         Class 1: Other Secured Claims.

Class 1 consists of all Other Secured Claims. Class 1 is Unimpaired under the Plan.

The legal, equitable, and contractual rights of Holders of Allowed Class 1 Claims are unaltered by the Plan, and, notwithstanding substantive consolidation of the Debtors and vesting of the Wind-Down Assets in the Wind-Down Entity, the Liens of the Holders of Allowed Class 1 Claims will continue to attach to their respective Collateral, provided that all such Claims shall remain subject to any and all defenses, counterclaims, and setoff or recoupment rights with respect thereto. Unless the Wind-Down Entity and the Holder of an Allowed Class 1 Claim agree to other treatment, on or as soon as is reasonably practicable after the Effective Date, each Holder of an Allowed Class 1 Claim shall receive, at the Wind-Down Entity’s option: (i) Cash from the Wind-Down Entity in the Allowed amount of such Holder’s Allowed Class 1 Claim; or (ii) the return by the Wind-Down Entity of the Collateral securing such Allowed Class 1 Claim, without representation or warranty by any Person (and without recourse against any Person regarding such Other Secured Claim); or (iii) (A) the cure of any default, other than a default of the kind specified in Bankruptcy Code section 365(b)(2), that Bankruptcy Code section 1124(2) requires to be cured, with respect to such Holder’s Allowed Class 1 Claim, without recognition of any default rate of interest or similar penalty or charge, and upon such cure, no default shall exist; (B) the reinstatement of the maturity of such Allowed Class 1 Claim as the maturity existed before any default, without recognition of any default rate of interest or similar penalty or charge; and (C) retention of its unaltered legal, equitable, and contractual rights with respect to such Allowed Class 1 Claim, including through the retention of any associated Lien on the Collateral securing such Allowed Class 1 Claim.

The Bankruptcy Court shall retain jurisdiction and power to determine the amount necessary to satisfy any Allowed Class 1 Claim for which treatment is elected under clause (i) or clause (iii) of the immediately foregoing paragraph. With respect to any Allowed Class 1 Claim for which treatment is elected under clause (i), any Holder of such Allowed Class 1 Claim shall release (and by the Confirmation Order shall be deemed to release) all Liens against any Estate Assets. Notwithstanding anything else in the Plan, the Holders of Allowed Class 1 Claims will have no right to receive any Distribution from, or otherwise share in, any of the Liquidation Trust Assets.

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3.3          Class 2: Priority Claims.

Class 2 consists of all Priority Claims. Class 2 is Unimpaired under the Plan.

On, or as soon as reasonably practicable after, the later of (i) the Effective Date and (ii) the date on which a Priority Claim becomes payable pursuant to and as specified by an order of the Bankruptcy Court, the Holder of such Allowed Priority Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such Allowed Priority Claim, either (a) Cash from the Liquidation Trust equal to the unpaid portion of such Allowed Priority Claim or (b) such other less favorable treatment from the Liquidation Trust to which such Holder and the Liquidation Trust shall have agreed upon in writing.

3.4          Class 3: Standard Note Claims.

Class 3 consists of all Standard Note Claims, as well as those Non-Debtor Loan Note Claims that are reclassified in Class 3 pursuant to Section 3.7 of the Plan. Class 3 is Impaired under the Plan.

In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders of Allowed Class 3 Claims will receive on or as soon as reasonably practicable after the Effective Date, one (1) Class A Liquidation Trust Interest for each $75.00 of Net Note Claims held by the applicable Noteholder with respect to its Allowed Note Claims (any resulting fractional Class A Liquidation Trust Interests will be rounded to the nearest hundredth of such Liquidation Trust Interest with five thousandths thereof rounded up to the next hundredth). As set forth more fully in Section 5.4.10 of the Plan, subsequent Distributions of Cash on account of the Class A Liquidation Trust Interests will be made by the Liquidation Trust in accordance with the Liquidation Trust Interests Waterfall.

The treatment of the Standard Note Claims under the Plan is not intended to and will not reduce, impair, satisfy, limit, or otherwise affect any rights that any Noteholder may have against any Person that is not a Released Party (including those rights that may be included in the Contributed Claims and contributed to the Liquidation Trust by making the Ballot election described below).

Each Holder of a Standard Note Claim may agree, by electing on its Ballot, to contribute its Contributed Claims to the Liquidation Trust. By electing such option on its Ballot, the Noteholder agrees that, subject to the occurrence of the Effective Date and the formation of the Liquidation Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to the Liquidation Trust and (ii) to have agreed to execute any documents reasonably requested to memorialize such contribution. The relative share of Liquidation Trust recoveries for any so electing Noteholder in respect of its Class 3 Claim will be enhanced by having the amount that otherwise would be its Net Note Claim increased by the Contributing Claimants Enhancement Multiplier. Noteholders also may choose to make such election because aggregating all Contributed Claims and similar Liquidation Trust Actions may enable the pursuit and settlement of such litigation claims in a more efficient and effective manner.

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3.5          Class 4: General Unsecured Claims.

Class 4 consists of all General Unsecured Claims. Class 4 is Impaired under the Plan.

In fall satisfaction, settlement, and release of and in exchange for such Claims, the Holders of Allowed Class 4 Claims will receive on or as soon as reasonably practicable after the Effective Date, one (1) Class A Liquidation Trust Interest for each $75.00 of Allowed General Unsecured Claims held by the applicable Creditor (any resulting fractional Class A Liquidation Trust Interests will be rounded to the nearest hundredth of such Liquidation Trust Interest with five thousandths thereof rounded up to the next hundredth). As set forth more fully in Section 5.4.10 of the Plan, subsequent Distributions of Cash on account of the Class A Liquidation Trust Interests will be made by the Liquidation Trust in accordance with the Liquidation Trust Interests Waterfall.

3.6         Class 5: Unit Claims.

Class 5 consists of all Unit Claims. Class 5 is Impaired under the Plan.

In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders of Allowed Unit Claims will receive on or as soon as reasonably practicable after the Effective Date, 0.725 Class A Liquidation Trust Interests and 0.275 Class B Liquidation Trust Interests for each $75.00 of Net Unit Claims held by the applicable Unitholder with respect to its Allowed Unit Claims (any resulting fractional Class A Liquidation Trust Interests or Class B Liquidation Trust Interests will be rounded to the nearest hundredth of such Liquidation Trust Interest with five thousandths thereof rounded up to the next hundredth). As set forth more fully in Section 5.4.10 of the Plan, subsequent Distributions of Cash on account of the Class A Liquidation Trust Interests and the Class B Liquidation Trust Interests will be made by the Liquidation Trust in accordance with the Liquidation Trust Interests Waterfall.

The treatment of the Unit Claims under the Plan is not intended to and will not reduce, impair, satisfy, limit, or otherwise affect any rights that any Unitholder may have against any Person that is not a Released Party (including those rights that may be included in the Contributed Claims and contributed to the Liquidation Trust by making the Ballot election described below).

Each Holder of a Unit Claim may agree, by electing on its Ballot, to contribute its Contributed Claims to the Liquidation Trust. By electing such option on its Ballot, the Unitholder agrees that, subject to the occurrence of the Effective Date and the formation of the Liquidation Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to the Liquidation Trust and (ii) to have agreed to execute any documents reasonably requested to memorialize such contribution. The relative share of Liquidation Trust recoveries for any so electing Unitholder will be enhanced by having the amount that otherwise would be its Net Unit Claim increased by the Contributing Claimants Enhancement Multiplier. Unitholders also may choose to make such election because aggregating all Contributed Claims and similar Liquidation Trust Actions may enable the pursuit and settlement of such litigation claims in a more efficient and effective manner.

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3.7         Class 6: Non-Debtor Loan Note Claims.

Class 6 consists of all Non-Debtor Loan Note Claims. Class 6 is Impaired under the Plan.

The Debtors dispute that any Non-Debtor Loan Note Claim is actually secured by a perfected Lien, and no Class 6 Claim will be Allowed in any respect under the Plan. Instead, the Liquidation Trust may litigate against any Disputing Claimant holding a Non-Debtor Loan Note Claim (i) any disputes about the secured or unsecured status, amount, and priority of such Non-Debtor Loan Note Claim; (ii) any Liquidation Trust Actions that may exist against such Noteholder; and (iii) any other matters pertaining to such Noteholder’s rights vis-à-vis the Debtors or the Estates. In order to settle and avoid such potential litigation, each Class 6 Ballot will provide an opportunity for the applicable Noteholder to affirmatively consent to reclassification of its Claim as a Class 3 Claim, whereupon (a) such Claim will be treated as if such Claim had always been part of Class 3 and based on the applicable amounts in the Schedule of Principal Amounts and Prepetition Distributions, to which amounts the applicable Noteholder will have agreed and be bound; and (b) the applicable Noteholder will have agreed to release (and by the Confirmation Order shall be deemed to release) all asserted Liens against any Estate Assets.

If the Bankruptcy Court determines in a Final Order that any given Holder of a Class 6 Claim holds a valid Secured Claim, then in full satisfaction, settlement, and release of and in exchange for such Claim, such Holder will receive on or as soon as is reasonably practicable after the date of such detennination Cash from the Liquidation Trust in the amount of such Holder’s Allowed Class 6 Claim to the extent such Allowed Claim is a Secured Claim, with post-Confirmation interest thereon at the applicable contract rate, and any Holder of such Allowed Class 6 Claim shall release (and by the Confirmation Order shall be deemed to release) all Liens against any Estate Assets.

If the Bankruptcy Court determines in a Final Order that any given Holder of a Class 6 Claim does not hold a valid Secured Claim, then in full satisfaction, settlement, and release of and in exchange for such Claim, such Claim shall automatically be reclassified as a Class 3 Claim and such Claim will be treated as if such Claim had always been part of Class 3 and based on the Outstanding Principal Amounts and Prepetition Distributions that are determined by the Bankruptcy Court regarding such Noteholder, including, if applicable, after taking into account any Liquidation Trust Actions that the Liquidation Trust may pursue against the particular Disputing Claimant (as to which all rights of the Liquidation Trust are reserved).

If the Liquidation Trust and any given Holder of a Class 6 Claim reach an agreement regarding the treatment of such Holder’s Claim that eliminates the need for the Bankruptcy Court to make the determination contemplated by the preceding two paragraphs, then in full satisfaction, settlement, and release of and in exchange for such Claim, such Claim shall receive the treatment that is agreed between the Liquidation Trust and such Holder.

The treatment of the Non-Debtor Loan Note Claims under the Plan is not intended to and will not reduce, impair, satisfy, limit, or otherwise affect any rights that any Noteholder may have against any Person that is not a Released Party (including those rights that may be included in the Contributed Claims and contributed to the Liquidation Trust by making the Ballot election described below).

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Each Holder of a Non-Debtor Loan Note Claim may agree, by electing on its Ballot, to contribute its Contributed Claims to the Liquidation Trust By electing such option on its Ballot, the Noteholder agrees that, subject to the occurrence of the Effective Date and the formation of the Liquidation Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to the Liquidation Trust and (ii) to have agreed to execute any documents reasonably requested to memorialize such contribution. The relative share of Liquidation Trust recoveries for any so electing Noteholder, to the extent that its Claim is classified and treated as a Class 3 Claim, will be enhanced by having the amount that otherwise would be its Net Note Claim increased by the Contributing Claimants Enhancement Multiplier. Noteholders also may choose to make such election because aggregating all Contributed Claims and similar Liquidation Trust Actions may enable the pursuit and settlement of such litigation claims in a more efficient and effective manner.

3.8          Class 7: Subordinated Claims.

Class 7 consists of all Subordinated Claims. Class 7 is Impaired under the Plan.

The Holders of Allowed Subordinated Claims will retain a residual right to receive Cash that remains in the Liquidation Trust after the final administration of all Liquidation Trust Assets and the complete satisfaction of all senior payment rights within the Liquidation Trust Interests Waterfall. The Debtors have determined not to solicit the votes of the Holders of any Class 7 Claims, and such Holders shall be deemed to have rejected the Plan and, therefore, such Holders are not entitled to vote on the Plan.

3.9          Class 8: Equity Interests.

Class 8 consists of all Equity Interests. Class 8 is Impaired under the Plan.

As of the Effective Date, all Equity Interests shall be deemed void, cancelled, and of no further force and effect. On and after the Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain any property or interest in property under the Plan on account of such Equity Interests. Class 8 is deemed to have rejected the Plan and, therefore, Holders of Equity Interests are not entitled to vote on the Plan.

310       Special Provisions Regarding Insured Claims.

(a)     Any Allowed General Unsecured Claim with respect to an Insured Claim shall be limited to the Uninsured Portion of such Claim, provided such Claims have been timely Filed by the applicable Claims Bar Date.

(b)    If there is insurance purchased by or otherwise applicable to the Debtors, any Person with rights against or under the applicable insurance policy, including the Wind-Down Entity, the Liquidation Trust, and Holders of Insured Claims, may pursue such rights.

(c)    Nothing in this Section 3.10 shall constitute a waiver of any Causes of Action the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust may hold against any Person, including the Debtors’ insurance carriers; and nothing in this Section 3.10 is intended to, shall, or shall be deemed to preclude any Holder of an Insured Claim from seeking or obtaining a distribution or oilier recovery from any insurer of the Debtors in addition to (but not in duplication of) any Distribution such Holder may receive under the Plan; provided, however, that the Debtors, the Wind-Down Entity, and the Liquidation Trust do not waive, and expressly reserve their rights to assert that any insurance coverage is property of the Estates to which they are entitled.

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(d)   The Plan shall not expand the scope of, or alter in any other way, the rights and obligations of the Debtors’ insurers under their policies, and the Debtors’ insurers shall retain any and all defenses to coverage that such insurers may have, including the right to contest or litigate with any Person the existence, primacy, or scope of available coverage under any allegedly applicable policy. The Plan shall not operate as a waiver of any other Claims the Debtors’ insurers have asserted or may assert in any proof of claim or of any objections or defenses to any such Claims.

3.11       Comprehensive Settlement of Claims and Controversies.

3.11.1     Generally. Pursuant to Bankruptcy Code sections 1123(a)(5), 1123(b)(3), and 1123(b)(6), as well as Bankruptcy Rule 9019, and in consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of all claims and controversies relating to the rights that a Holder of a Claim or an Equity Interest may have against any Debtor with respect to any Claim, Equity Interest, or any Distribution on account thereof as well as of all potential Intercompany Claims. Intercompany Liens, and Causes of Action against any Debtor, including the Unsecured Creditors’ Committee Action. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements are (i) in the best interest of the Debtors, the Estates, and their respective property and stakeholders; and (ii) fair, equitable, and reasonable. This comprehensive compromise and settlement is a critical component of the Plan and is designed to provide a resolution of myriad disputed intercompany and intercreditor Claims, Liens, and Causes of Action that otherwise could take years to resolve, which would delay and undoubtedly reduce the Distributions that ultimately would be available for all Creditors.

3.11.2     Implementing Settlement Elements. Pursuant to the comprehensive compromise and settlement negotiated by the Debtors and the Committees, the Plan effectuates, among other things, the following:

(a)     On the Effective Date, unless held by Excluded Parties or Disputing Claimants (in which case such Claims are Disputed Claims), all Class 3 Standard Note Claims and all Class 5 Unit Claims are deemed Allowed under the Plan as set forth in the Schedule of Principal Amounts and Prepetition Distributions;

(b)     To the extent, and only to the extent, a Claim is Allowed by subparagraph (a) above, the following Liquidation Trust Actions are waived and released as to the applicable Noteholder or Unitholder (that is not a Disputing Claimant): (i) Liquidation Trust Actions to avoid or recover a Prepetition Distribution with respect to the subject Allowed Claim and (ii) Liquidation Trust Actions to avoid or recover a Debtor’s prepetition payment of consideration representing the return or repayment of the principal of any Note or any Unit (which consideration is applied as such prior to determining the Outstanding Principal Amount for the Notes or Units relevant to the applicable Allowed Claim);

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(c)     In accordance with Section 5.8 of the Plan, subject to the rights of Allowed Other Secured Claims, the Fund Debtors will be substantively consolidated into Woodbridge Mortgage Investment Fund 1, LLC and the Other Debtors will be substantively consolidated into Woodbridge Group of Companies, LLC;

(d)    The Holders of Allowed Claims in Class 3 (Standard Note Claims), Class 4 (General Unsecured Claims), Class 5 (Unit Claims), and Class 6 (Non-Debtor Loan Note Claims) will receive the treatment provided for such Holders under the Plan;

(e)      The Liquidation Trust will be created to most effectively and efficiently pursue the Liquidation Trust Actions for the collective benefit of all the Liquidation Trust Beneficiaries (as well as to own the membership interests of the Wind-Down Entity, establish and hold the Distribution Reserves, and receive and distribute to Noteholders, Holders of General Unsecured Claims, and Unitholders holding Liquidation Trust Interests the net proceeds of the liquidation of Wind-Down Assets by the Wind-Down Entity remaining after payment of Wind-Down Expenses, Liquidation Trust Expenses, and certain other Claims, all in accordance with the Plan);

(f)      Findings will be sought in the Confirmation Order that (i) beginning no later than July 2012 through December 1, 2017, Robert H. Shapiro used his web of more than 275 limited liability companies, including the Debtors, to conduct a massive Ponzi scheme raising more than $1.22 billion from over 8,400 unsuspecting investors nationwide; (ii) the Ponzi scheme involved the payment of purported returns to existing investors from funds contributed by new investors; and (iii) the Ponzi scheme was discovered in December 2017; and

(g)     Any Intercompany Claims that could be asserted by one Debtor against another Debtor will be extinguished immediately before the Effective Date with no separate recovery on account of any such Claims and any Intercompany Liens that could be asserted by one Debtor regarding any Estate Assets owned by another Debtor will be deemed released and discharged on the Effective Date; provided, however, that solely with respect to any Secured Claim of a non-debtor as to which the associated Lien would be junior to any Intercompany Lien, the otherwise released Intercompany Claim and associated Intercompany Lien will be preserved for the benefit of, and may be asserted by, the Liquidation Trust as to any Collateral that is Cash and, otherwise, the Wind-Down Entity so as to retain the relative priority and seniority of such Intercompany Claim and associated Intercompany Lien.

ARTICLE TV

ACCEPTANCE OR REJECTION OF THE PLAN

4.1         Impaired Class of Claims Entitled to Vote. Only the votes of Holders of Allowed Claims in Class 3, Class 4, Class 5, and Class 6 shall be solicited with respect to the Plan.

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4.2         Acceptance by an Impaired Class. In accordance with Bankruptcy Code section 1126(c), and except as provided in Bankruptcy Code section 1126(e), the Holders of Claims in any Class entitled to vote on the Plan shall have accepted the Plan if the Plan is accepted by the Holders of at least two-thirds (²/₃) in dollar amount and more than one-half (½) in number of the Allowed Claims in such Class that have timely and properly voted to accept or reject the Plan.

4.3         Presumed Acceptances by Unimpaired Classes. Class 1 and Class 2 are Unimpaired under the Plan. Under Bankruptcy Code section 1126(f), the Holders of Claims in such Unimpaired Classes are conclusively presumed to have accepted the Plan, and, therefore, the votes of such Holders shall not be solicited.

4.4         Impaired Classes Deemed to Reject Plan. The Debtors have determined not to solicit the votes of Holders of any Claims in Class 7, and such Holders shall be deemed to have rejected the Plan and, therefore, such Holders are not entitled to vote on the Plan. Holders of Equity Interests in Class 8 are not entitled to receive or retain any property or interests in property under the Plan. Under Bankruptcy Code section 1126(g), such Holders are deemed to have rejected the Plan, and, therefore, the votes of such Holders shall not be solicited.

4.5         Modifications of Votes. Following the Voting Deadline, no Creditors entitled to vote on the Plan will be able to change their votes cast on the Plan or any attendant elections or preferences without the written consent of the Debtors, which consent may be given or withheld in the Debtors’ reasonable discretion after consultation with each of the Committees.

4.6         Confirmation Pursuant to Bankruptcy Code Section 1129(b). Because at least one Impaired Class is deemed to have rejected the Plan, the Debtors will and hereby request confirmation of the Plan under Bankruptcy Code section 1129(b). The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan, the Plan Supplement, or any schedule or exhibit, including to amend or modify it to satisfy the requirements of Bankruptcy Code section 1129(b), if neeessary.

4.7         Elimination of Vacant Classes. Any Class of Claims or Equity Interests that does not contain, as of the date of the commencement of the Confirmation Hearing, a Holder of an Allowed Claim, or a Holder of a Claim temporarily allowed under Bankruptcy Rule 3018, shall be deemed deleted from the Plan for purposes of determining acceptance of the Plan by such Class under Bankruptcy Code section 1129(a)(8).

4.8         Severability of Joint Plan. This Plan represents a joint plan comprised of individual plans for each of the Debtors. As further discussed in Section 11.6 of the Plan, the Debtors may alter, amend, or modify this Plan at or before the Confirmation Hearing, including to remove one or more Debtors from this Plan, in the Debtors’ reasonable discretion after consultation with each of the Committees.

ARTICLE V

IMPLEMENTATION OF THE PLAN

5.1         Implementation of the Plan. The Plan will be implemented by various acts and transactions as set forth in the Plan, including, among other things, the establishment of the Wind-Down Entity and the Liquidation Trust, the appointment of the Wind-Down CEO, the Liquidation Trustee, and the Remaining Debtors Manager, and the making of Distributions by the Liquidation Trust and, as applicable, the Wind-Down Entity in accordance with the Plan.

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5.2         Streamlining of the Debtors’ Corporate Affairs.

5.2.1     Debtors’ Existing Directors, Officers, and Managers. On the Effective Date, each of the Debtors’ existing directors, officers, and managers shall be terminated automatically without the need for any Corporate Action and without the need for any corporate or limited liability company filings, and shall have no ongoing rights against or obligations to the Debtors or the Estates, including under any applicable prepetition agreements (all of which will be deemed terminated). On the Effective Date, the Wind-Down CEO shall succeed to all such powers as would have been applicable to the Debtors’ officers and managers in respect of all Wind-Down Assets and the Liquidation Trustee shall succeed to all such powers as would have been applicable to the Debtors’ officers and managers in respect of all Liquidation Trust Assets; provided, however, that the Wind-Down CEO and the Liquidation Trustee may continue to consult with or employ the Debtors’ former directors, officers, employees, and managers to the extent required to comply with applicable law or contractual provisions regarding the Debtors.

5.2.2    The Remaining Debtors Pending the Closing of the Cases. Each Remaining Debtor shall continue in existence after the Effective Date as a post-Effective-Date entity for the purposes of ensuring, among other tilings, that Creditors will obtain the benefits of any allegedly transfer-restricted assets. Without the need for any Corporate Action and without the need for any corporate or limited liability company filings, (a) all Equity Interests of the Remaining Debtors issued and outstanding immediately before the Effective Date shall be automatically cancelled and extinguished on the Effective Date and (b) as of the Effective Date, new membership interests of each Remaining Debtor, representing all of the issued and outstanding membership interests of each such Remaining Debtor, shall be issued to the Liquidation Trust, which new membership interests so issued shall be deemed to have been offered and sold to the Liquidation Trust in reliance on the exemption from registration under the Securities Act afforded by section 4(a)(2) thereof. On and after the Effective Date, each Remaining Debtor will be a wholly-owned subsidiary of the Liquidation Trust, and the Liquidation Trust may expend with respect to such Remaining Debtor such amounts as the Liquidation Trust determines is appropriate, in its discretion. The sole manager of each Remaining Debtor shall be the Remaining Debtors Manager. The Remaining Debtors Manager’s rights and powers with respect to operations, employment, compensation, indemnity, and exculpation as to each Remaining Debtor shall, to the greatest extent possible, be the same as its rights and powers as Liquidation Trustee in connection with the Liquidation Trust, and the Remaining Debtors Manager may take such steps as appropriate to maintain the good standing of the applicable Remaining Debtor. Until a Remaining Debtor is dissolved, all cash or property received by the Remaining Debtor, gross or net of any expenses of the Remaining Debtor incurred after the Effective Date shall be transferred to the Liquidation Trust. Each Remaining Debtor (a) shall have the Liquidation Trust as its sole member and the Liquidation Trust shall be deemed to be admitted as a member of each Remaining Debtor on the Effective Date, (b) shall be treated as a disregarded entity for income tax purposes, (c) shall have a purpose consistent with the purpose of the Liquidation Trust as set forth in Section 5.4.4 of the Plan, and (d) shall be subject to the same limitations imposed on the Liquidation Trustee under the terms of this Plan and the Liquidation Trust Agreement.

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5.2.3          Dissolution of the Debtors. On the Effective Date, each of the Debtors other than the Remaining Debtors will be dissolved automatically without the need for any Corporate Action, without the need for any corporate or limited liability company filings, and without the need for any other or further actions to be taken by or on behalf of such dissolving Debtor or any other Person or any payments to be made in connection therewith; provided, however, that the Liquidation Trust may in its discretion file any certificates of cancellation as may be appropriate in connection with dissolution of any Debtors other than the Remaining Debtors. On and as of the earlier of the Closing Date and the date on which the Remaining Debtors Manager Files with the Bankruptcy Court a notice of dissolution as to a Remaining Debtor, such Remaining Debtor will be dissolved automatically without the need for any Corporate Action, without the need for any corporate or limited liability company filings, and without the need for any other or further actions to be taken by or on behalf of such dissolving Remaining Debtor or any other Person or any payments to be made in connection therewith; provided, however, that the Liquidation Trust may in its discretion file any certificates of cancellation as may be appropriate in connection with dissolution of any Remaining Debtors.

5.2.4          Corporate Documents and Corporate Authority. On the Effective Date, the certificates of incorporation, bylaws, operating agreements, and articles of organization, as applicable, of all the Debtors shall be deemed amended to the extent necessary to carry out the provisions of the Plan. The entry of the Confirmation Order shall constitute authorization for the Debtors, the Wind-Down CEO, the Liquidation Trustee, and the Remaining Debtors Manager, as applicable, to take or cause to be taken all actions (including, if applicable, Corporate Actions) necessary or appropriate to implement all provisions of, and to consummate, the Plan prior to, on, and after the Effective Date and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court without further approval, act, or action under any applicable law, order, rule, or regulation.

5.3         The Wind-Down Entity.

5.3.1      Appointments.

(a)         On and after the Effective Date, the initial Wind-Down CEO shall become and serve as Wind-Down CEO. The compensation terms for the Wind-Down CEO will be set forth in a separate document to be Filed as part of the Plan Supplement.

(b)         On and after the Effective Date, the initial Wind-Down Board shall become and serve as Wind-Down Board. The compensation of the non-CEO members of the Wind-Down Board will be $20,000 per month for each calendar month of service during the first year after the Effective Date and $15,000 per month for each calendar month of service commencing after the first anniversary of the Effective Date.

5.3.2     Creation and Governance of the Wind-Down Entity. On the Effective Date, the Wind-Down Entity and the Liquidation Trustee shall execute the Wind-Down Governance Agreement and shall take any other steps necessary to establish the Wind-Down Entity in accordance with the Plan. The Wind-Down Entity shall be governed by the Wind-Down Governance Agreement and administered by the Wind-Down CEO and the Wind-Down Board. The powers, rights, duties, and responsibilities of the Wind-Down CEO and the Wind-Down Board shall be specified in the Wind-Down Governance Agreement. The Wind-Down Entity shall hold, administer, and distribute the Wind-Down Assets in accordance with the provisions of the Plan and the Wind-Down Governance Agreement. The Wind-Down Entity (a) shall have the Liquidation Trust as its sole member and the Liquidation Trust shall be deemed to be admitted as a member of the Wind-Down Entity on the Effective Date, (b) shall be treated as a disregarded entity for income tax purposes, (c) shall have a purpose consistent with the purpose of the Liquidation Trust as set forth in Section 5.4.4 of the Plan, and (d) shall be subject to the same limitations imposed on the Liquidation Trustee under the terms of this Plan and the Liquidation Trust Agreement.

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5.3.3     Vesting of Wind-Down Assets. On the Effective Date, the Wind-Down Entity will be automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and interest in and to all Wind-Down Assets, including any Debtor’s or any Estate’s associated rights, including any such rights to exercise and enforce rights and remedies of Holders of Non-Debtor Loan Note Claims regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor as more fully set forth in Section 5.3.4(g) of the Plan. Except as specifically provided in the Plan or the Confirmation Order, the Wind-Down Assets shall automatically vest in the Wind-Down Entity free and clear of all Claims, Liens, or interests, and such vesting shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax. The Wind-Down Entity shall be the exclusive representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3)(B) regarding all Wind-Down Assets.

5.3.4     Authority. Subject to the supervision of the Wind-Down Board and the provisions of the Wind-Down Governance Agreement, the Wind-Down CEO shall have the authority and right on behalf of each of the Debtors and their respective Estates, without the need for Bankruptcy Court approval (unless otherwise indicated), to carry out and implement all applicable provisions of the Plan for the ultimate benefit of the Liquidation Trust, including to:

(a)          retain, compensate, and employ professionals and other Persons to represent the Wind-Down Entity with respect to and in connection with its rights and responsibilities;

(b)          establish, maintain, and administer accounts of the Debtors as appropriate;

(c)          maintain, develop, improve, administer, operate, conserve, supervise, collect, settle, and protect the Wind-Down Assets (subject to the limitations described herein or in the Wind-Down Governance Agreement);

(d)          sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the Wind-Down Assets or any part thereof or any interest therein, including through the formation on or after the Effective Date of any new or additional legal entities to be owned by the Wind-Down Entity to own and hold particular Wind-Down Assets separate and apart from any other Wind-Down Assets, upon such terms as the Wind-Down CEO determines to be necessary, appropriate, or desirable (subject to the limitations described herein or in the Wind-Down Governance Agreement), including the consummation of any sale transaction for any Wind-Down Assets as to which an approval order was entered by the Bankruptcy Court before the Effective Date;

(e)          invest Cash of the Debtors and the Estates, including any Cash realized from the liquidation of the Wind-Down Assets, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b);

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(f)           negotiate, incur, and pay the Wind-Down Expenses, including in connection with the resolution and satisfaction of any Wind-Down Claim Expenses;

(g)          exercise and enforce all rights and remedies regarding any loans or related interests as to which the lender was a Debtor and the underlying borrower actually is or actually was a Person that is not a Debtor, including any such rights or remedies that any Debtor or any Estate was entitled to exercise or enforce prior to the Effective Date on behalf of a Holder of a Non-Debtor Loan Note Claim, and including rights of collection, foreclosure, and all other rights and remedies arising under any promissory note, mortgage, deed of trust, or other document with such underlying borrower or under applicable law;

(h)          comply with the Plan, exercise the Wind-Down CEO’s rights, and perform the Wind-Down CEO’s obligations; and

(i)           exercise such other powers as deemed by the Wind-Down CEO to be necessary and proper to implement the provisions of the Plan.

To the extent necessary to give full effect to its administrative rights and duties under the Plan, the Wind-Down CEO shall be deemed to be vested with all rights, powers, privileges, and authorities of (i) an appropriate corporate or limited liability company officer or manager of each of the Debtors under any applicable nonbankruptcy law and (ii)a “trustee” of each of the Debtors under Bankruptcy Code sections 704 and 1106.

5.3.5     Relationship with the Liquidation Trust.

(a)          On the Effective Date, all of the membership interests in the Wind-Down Entity will be issued to the Liquidation Trust. The Liquidation Trust will at all times be the sole and exclusive owner of the Wind-Down Entity, and the Wind-Down Entity will not issue any equity interests to any other Person.

(b)          Commencing on the first Business Day that is no longer than thirty (30) calendar days after the quarter-end of the first full calendar quarter following the Effective Date and continuing on the first Business Day that is no longer than thirty (30) calendar days after each calendar quarter-end thereafter, the Wind-Down Entity will remit to the Liquidation Trust as of such quarter-end any Cash in excess of its budgeted reserve for ongoing operations, other anticipated Wind-Down Expenses, and its other Plan obligations (subject to more specific provisions as may be set forth in the Wind-Down Governance Agreement).

(c)        The Wind-Down Entity shall advise the Liquidation Trust regarding the status of the affairs of the Wind-Down Entity on at least a monthly basis and shall reasonably make available to the Liquidation Trust such information as is necessary for any reporting by the Liquidation Trust.

(d)         The Wind-Down Entity shall advise the Liquidation Trust regarding any material actions by the Wind-Down Board, including the sale of any property prior to entering into a contract of sale or the change in course of the business plan agreed to as part of the Plan. If there is any disagreement between the Wind-Down Entity and the Liquidation Trust as to a material matter, in the first instance the Wind-Down Entity and the Liquidation Trust shall seek to resolve their dispute regarding such material matter. In the event the Wind-Down Entity and the Liquidation Trust cannot resolve the dispute, then no action will be taken regarding such material matter absent an order of the Bankruptcy Court.

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(e)              The Liquidation Trust will have all additional rights regarding the Wind-Down Entity as are set forth in the Wind-Down Governance Agreement, including that the Wind-Down Entity shall not be entitled to encumber, invest, or gift any of its assets or make asset acquisitions except as and to the extent permitted by the Wind-Down Governance Agreement.

5.3.6          Removal or Resignation of the Wind-Down CEO. The Wind-Down CEO may be removed for cause by the Wind-Down Board. The Wind-Down CEO may resign by giving not less than thirty (30) calendar days’ prior notice thereof in a notice Filed in the Chapter 11 Cases.

5.3.7          Successor Wind-Down CEO. At any time that Frederick Chin is no longer the Wind-Down CEO, me Wind-Down Board will select a replacement Wind-Down CEO, subject to the approval of such replacement by the Liquidation Trust.

5.3.8          Removal or Resignation of Wind-Down Board Members. A member of the Wind-Down Board may be removed for cause by the Liquidation Trust. A member of the Wind-Down Board may resign by giving not less than thirty (30) calendar days’ prior notice thereof to the other members of the Wind-Down Board.

5.3.9          Successor Wind-Down Board Members. At any time that there is a vacancy on the Wind-Down Board, the Liquidation Trust will select a replacement Wind-Down Board member.

5.3.10      Termination of the Wind-Down CEO and Dissolation of the Wind-Down Entity. Following the sale or other disposition of all the Wind-Down Assets, the Wind-Down CEO’s role as Wind-Down CEO shall be terminated, the Wind-Down Entity shall be dissolved, and the Wind-Down Board shall authorize and direct that the Wind-Down CEO file a certificate of cancellation to terminate the existence of the Wind-Down Entity.

5.3.11      Indemnification. The Wind-Down Entity and the Liquidation Trust shall indemnify the Wind-Down Indemnified Parties for, and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence or willful misconduct on the part of the Wind-Down Indemnified Parties (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Wind-Down Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Wind-Down Governance Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. In addition, the Wind-Down Entity and the Liquidation Trust shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the Wind-Down Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Wind-Down Entity or the implementation or administration of the Plan if the Wind-Down Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Wind-Down Entity. To the extent the Liquidation Trust indemnifies, defends, and holds harmless any Wind-Down Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Liquidation Trust in monitoring or participating in the defense of such claims giving rise to the right of indemnification shall be paid as Liquidation Trust Expenses. The costs and expenses incurred in enforcing the right of indemnification in this Section 5.3.11 shall be paid by the Wind-Down Entity or Liquidation Trust, as applicable.

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5.3.12  Insurance. The Wind-Down Entity shall be authorized, but not required, to obtain any insurance coverages deemed to be reasonably necessary, as a Wind-Down Expense and after taking into account any insurance that may have separately been obtained by the Liquidation Trust, for itself and its respective agents, including coverage with respect to the liabilities, duties, and obligations of the Wind-Down Board and the Wind-Down CEO, which insurance coverage may, at the sole discretion of the Wind-Down Board, be extended for a reasonable period after the termination of the Wind-Down Governance Agreement.

5.3.13  Control Provision. To the extent there is any inconsistency between the Plan as it relates to the Wind-Down Entity and the Wind-Down Governance Agreement, the Plan shall control.

5.4         Liquidation Trust.

5.4.1     Appointments.

(a)          On and after the Effective Date, the initial Liquidation Trustee shall become and serve as Liquidation Trustee. The Liquidation Trustee will receive (i) base compensation at an hourly rate of $550 per hour for 2018, with 10% rate raises commencing at the beginning of calendar years 2019 and 2020; (ii) incentive compensation as determined by the Liquidation Trust Supervisory Board; and (iii) reimbursement of reasonable expenses, as may be more specifically set forth in the Liquidation Trust Agreement.

(b)         On and after the Effective Date, the initial Liquidation Trust Supervisory Board shall begin to serve without further action. As may be more specifically set forth in the Liquidation Trust Agreement, the compensation payable to each member of the Liquidation Trust Supervisory Board for each calendar month of service shall be $10,000 monthly for the first twelve months from and after the Effective Date (counting the month of the Effective Date as the first calendar month even if it is a partial calendar month), $7,500 monthly for the thirteenth through twenty-fourth calendar months after the Effective Date, $5,000 monthly for the twenty-fifth through thirty-sixth calendar months after the Effective Date, and $2,500 monthly for each calendar month thereafter until termination of the Liquidation Trust in accordance with the Plan (prorated as appropriate if a member commences his or her service other than on the first day of a month or terminates his or her service other than on the last day of a month), plus, in all instances, reimbursement of reasonable expenses.

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5.4.2           Creation and Governance of the Liquidation Trust. On the Effective Date, the Liquidation Trustee shall execute the Liquidation Trust Agreement and shall take any other steps necessary to establish the Liquidation Trust in accordance with the Plan and the beneficial interests therein. For federal income tax purposes, the transfer of the assets to the Liquidation Trust will be treated as a sale or other disposition of assets (except for the assets transferred to the Disputed Ownership Fund as provided in Section 7.10 of the Plan) to the Liquidation Trust Beneficiaries in exchange for their claims in the Chapter 11 Cases. Any income or loss from the transfer of assets to the Liquidation Trust shall flow through to the ultimate taxpaying member of each Debtor who will be responsible to pay the tax liability, if any. For federal income tax purposes, the Liquidation Trust Beneficiaries shall be treated as the grantors of the Liquidation Trust and deemed to be the owners of the assets of the Liquidation Trust. The transfer of the Liquidation Trust Assets to the Liquidation Trust shall be deemed a transfer to the Liquidation Trust Beneficiaries by the Debtors, followed by a deemed transfer by such Liquidation Trust Beneficiaries to the Liquidation Trust. The Debtors, the Liquidation Trust Beneficiaries, and the Liquidation Trust will consistently report the valuation of the assets transferred to the Liquidation Trust. Such consistent valuations and revised reporting will be used for all federal income tax purposes. Income deductions, gain, or loss from the Liquidation Trust shall be reported to the beneficiaries of the Liquidation Trust in conjunction with the filing of the Liquidation Trust’s income tax returns. Each Liquidation Trust Beneficiary shall report income, deductions, gain, or loss on such Liquidation Trust Beneficiary’s income tax returns. The Liquidation Trust shall be governed by the Liquidation Trust Agreement and administered by the Liquidation Trustee. The powers, rights, and responsibilities of the Liquidation Trustee shall be specified in the Liquidation Trust Agreement. After an objection to a Disputed Claim is resolved or a Contingent Claim or Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, the Liquidation Trust Interests and/or Cash held in the Disputed Ownership Fund shall be transferred as described in Section 7.11 of the Plan.

5.4.3          Vesting of Liquidation Trust Assets. On the Effective Date, the Liquidation Trust will be automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and interest in and to all Liquidation Trust Assets. Except as specifically provided in the Plan or the Confirmation Order, the Liquidation Trust Assets shall automatically vest in the Liquidation Trust free and clear of all Claims, Liens, or interests subject only to the Liquidation Trust Interests and the Liquidation Trust Expenses, as provided for in the Liquidation Trust Agreement, and such vesting shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, or other similar tax. The Liquidation Trustee shall be the exclusive trustee of the Liquidation Trust Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3) regarding all Liquidation Trust Assets. The Liquidation Trust shall hold and distribute the Liquidation Trust Assets in accordance with the provisions of the Plan and the Liquidation Trust Agreement.

5.4.4          Purpose of the Liquidation Trust.The Liquidation Trust shall be established for the purpose of pursuing or liquidating the Liquidation Trust Assets and making Distributions to the Liquidation Trust Beneficiaries in accordance with Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business.

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5.4.5      Authority. Subject to the supervision of the Liquidation Trust Supervisory Board, the Liquidation Trustee shall have the authority and right on behalf of the Debtors and the Estates and without the need for Bankruptcy Court approval (in each case, unless otherwise provided in the Plan) to carry out and implement all applicable provisions of the Plan including to:

(a)          review, reconcile, compromise, settle, or object to Claims and resolve such objections as set forth in the Plan, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules;

(b)          calculate and make Distributions and calculate and establish reserves under and in accordance with the Plan;

(c)          retain, compensate, and employ professionals and other Persons to represent the Liquidation Trustee with respect to and in connection with its rights and responsibilities;

(d)          establish, maintain, and administer documents and accounts of the Debtors as appropriate, which shall be segregated to the extent appropriate in accordance with the Plan;

(e)          maintain, conserve, collect, settle, and protect the Liquidation Trust Assets (subject to the limitations described herein);

(f)          sell, liquidate, transfer, assign, distribute, abandon, or otherwise dispose of the Liquidation Trust Assets or any part thereof or interest therein upon such terms as the Liquidation Trustee determines to be necessary, appropriate, or desirable; provided, however, that the Liquidation Trustee shall not sell, transfer, or otherwise dispose of the Liquidation Trust’s membership interests in the Wind-Down Entity without further approval of the Bankruptcy Court;

(g)         negotiate, incur, and pay the Liquidation Trust Expenses;

(h)         prepare and file any and all informational returns, reports, statements, returns, and other documents or disclosures relating to the Debtors that are required under the Plan, by any governmental unit, or by applicable law;

(i)          compile and maintain the official claims register, including for purposes of making initial and subsequent Distributions under the Plan;

(j)          take such actions as are necessary or appropriate to wind-down and dissolve the Remaining Debtors;

(k)         comply with the Plan, exercise the Liquidation Trustee’s rights, and perform the Liquidation Trustee’s obligations; and

(l)          exercise such other powers as deemed by the Liquidation Trustee to be necessary and proper to implement the Plan.

To the extent necessary to give full effect to its administrative rights and duties under the Plan, the Liquidation Trustee shall be deemed to be vested with all rights, powers, privileges, and authorities of (i) an appropriate corporate or limited liability company officer or manager of each of the Debtors under any applicable nonbankruptcy law and (ii)a “trustee” of each of the Debtors under Bankruptcy Code sections 704 and 1106. The Liquidation Trust Supervisory Board will have all rights and powers of a corporate board appointed under Delaware law.

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5.4.6    Limitation of Liability. The Liquidation Trustee shall enjoy all of the rights, powers, immunities, and privileges applicable to a Bankruptcy Code chapter 7 trustee with respect to limitations of liability. The Liquidation Trustee may, in connection with the performance of its functions, in its sole and absolute discretion, consult with its attorneys, accountants, advisors, and agents, and shall not be liable for any act taken, or omitted to be taken, or suggested to be done in accordance with advice or opinions rendered by such Persons, regardless of whether such advice or opinions were in writing. Notwithstanding such authority, the Liquidation Trustee shall be under no obligation to consult with any such attorneys, accountants, advisors, or agents, and its determination not to do so shall not result in the imposition of liability on the Liquidation Trustee unless such determination is based on willful misconduct, gross negligence, or fraud. Persons dealing with the Liquidation Trustee shall look only to the Liquidation Trust Assets to satisfy any liability incurred by the Liquidation Trustee to such Person in carrying out the terms of the Plan or the Liquidation Trust Agreement, and the Liquidation Trustee shall have no personal obligation to satisfy such liability.

5.4.7Indemnification. The Wind-Down Entity and the Liquidation Trust shall indemnify the Liquidation Trust Indemnified Parties for, and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence or willful misconduct on the part of the Liquidation Trust Indemnified Parties (which gross negligence or willful misconduct, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Liquidation Trust Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or the Liquidation Trust Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. In addition, the Wind-Down Entity and the Liquidation Trust shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the Liquidation Trust Indemnified Parties, from and against and with respect to any and all liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Liquidation Trust, the Remaining Debtors, or the implementation or administration of the Plan if the Liquidation Trust Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Liquidation Trust or the Remaining Debtors. To the extent the Wind-Down Entity or the Liquidation Trust indemnifies, defends, and holds harmless any Liquidation Trust Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Liquidation Trustee or the Remaining Debtors Manager in monitoring or participating in the defense of such claims giving rise to the right of indemnification shall be paid as Liquidation Trust Expenses. The costs and expenses incurred in enforcing the right of indemnification in this Section 5.4.7 shall be paid by the Wind-Down Entity or the Liquidation Trust, as applicable.

5.4.8Insurance. The Liquidation Trustee shall be authorized, but not required, to obtain any insurance coverages deemed to be reasonably necessary, at the Liquidation Trust’s sole expense, for itself, the Remaining Debtors Manager, and their respective agents, including coverage with respect to the liabilities, duties, and obligations of the Liquidation Trustee and the Remaining Debtors Manager, which insurance coverage may, at the sole discretion of the Liquidation Trustee, be extended for a reasonable period after the termination of the Liquidation Trust.

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5.4.9Tax Reporting.

(a)         The Liquidation Trust shall timely file tax returns for the Liquidation Trust treating the Liquidation Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a).

(b)         The Liquidation Trust shall be responsible for timely payment of all taxes (if any) imposed on and payable by the Liquidation Trust, the Remaining Debtors, or any Liquidation Trust Assets.

(c)        The Liquidation Trust shall distribute such tax-related notices, beneficiary statements, and information returns, as applicable, to the applicable Holders of Allowed Claims as are required by applicable law or that the Liquidation Trustee determines are otherwise necessary or desirable.

(d)         The Liquidation Trust is authorized to file a request for expedited determination under Bankruptcy Code section 505(b) for any tax returns filed with respect to the Debtors.

5.4.10   Distributions to Liquidation Trust Beneficiaries.

(a)          The Liquidation Trust will make an initial Distribution of Available Cash from the Initial Distribution Fund to the Liquidation Trust Beneficiaries pursuant to the Liquidation Trust Interests Waterfall, with such initial Distribution targeted to occur before December 31, 2018.

(b)         The Liquidation Trust, in the Liquidation Trustee’s discretion, may make periodic Distributions of additional Cash to the Liquidation Trust Beneficiaries at any time following the Effective Date, provided that such Distributions are otherwise permitted under, and not inconsistent with, the Liquidation Trust Interests Waterfall, the other terms of the Plan, the Liquidation Trust Agreement, and applicable law.

(c)         No later than (i) the first Business Day that is at least 180 calendar days after the Effective Date and (ii) the last Business Day of each subsequent 180-calendar-day period after the Effective Date until the Closing Date, the Liquidation Trustee shall calculate the Distributions that could potentially be made to the Liquidation Trust Beneficiaries based on the amount of then-available Available Cash and, based on such calculation, promptly thereafter may make Distributions, if any, of the amount so determined.

5.4.11Cash Investments. The Liquidation Trustee may invest Cash of the Liquidation Trust, including any earnings thereon or proceeds therefrom, any Cash realized from the liquidation of the Liquidation Trust Assets, or any Cash that is remitted to the Liquidation Trust from the Wind-Down Entity, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b); provided, however, that such investments must be investments that are permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein, or under applicable guidelines, rulings, or other controlling authorities.

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5.4.12  Registration and Transfer of the Liquidation Trust Interests.

(a)          The record holders of the Liquidation Trust Interests shall be recorded and set forth in a registry maintained by, or at the direction of, the Liquidation Trustee expressly for such purpose. Such obligation may be satisfied by the Liquidation Trust’s retention of an institutional transfer agent for the maintenance of such registry, and notwithstanding anything to the contrary contained in this paragraph, the Liquidation Trust may, in connection with any Exchange Act Registration with respect to the Class A Liquidation Trust Interests, in its discretion cause the Class A Liquidation Trust Interests to be issued in book entry form.

(b)         Upon their issuance as of the Effective Date, and thereafter until the effectiveness of an Exchange Act Registration of the Class A Liquidation Trust Interests, the Class A Liquidation Trust Interests will be subject to restrictions on transfer under the Liquidation Trust Agreement, which restrictions shall prohibit the Class A Liquidation Trust Interests from being certificated or transferable except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trust. Upon the effectiveness of an Exchange Act Registration of the Class A Liquidation Trust Interests, such transfer restrictions under the Liquidation Trust Agreement shall terminate and the Class A Liquidation Trust Interests may be transferable by the Holders thereof to the extent otherwise permissible under applicable law. The Liquidation Trust shall use its commercially reasonable best efforts to cause an Exchange Act Registration of the Class A Liquidation Trust Interests to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable after the Effective Date, but in no event shall the Liquidation Trust file an Exchange Act registration statement any later than may be required under section 12(g) of the Exchange Act or the rules and regulations promulgated thereunder.

(c)          Upon their issuance as of the Effective Date, and thereafter until (i) the effectiveness of an Exchange Act Registration of the Class B Liquidation Trust Interests or (ii) the good faith determination by the Liquidation Trustee, in its discretion, that termination of the transfer restrictions under the Liquidation Trust Agreement would not require the Class B Liquidation Trust Interests to be registered under section 12(g) of the Exchange Act, the Class B Liquidation Trust Interests will be subject to restrictions on transfer under the Liquidation Trust Agreement, which restrictions shall prohibit the Class B Liquidation Trust Interests from being certificated or transferable except by operation of law or by will or the laws of descent and distribution, in each case following written notice to the Liquidation Trust. Upon (i) the effectiveness of an Exchange Act Registration of the Class B Liquidation Trust Interests or (ii) the good faith determination by the Liquidation Trustee, in its discretion, that termination of the transfer restrictions under the Liquidation Trust Agreement would not require the Class B Liquidation Trust Interests to be registered under section 12(g) of the Exchange Act, such transfer restrictions under the Liquidation Trust Agreement shall terminate and the Class B Liquidation Trust Interests may be transferable by the Holders thereof to the extent otherwise permissible under applicable law; provided, however, that the Liquidation Trust shall not be under any obligation (and does not currently intend) to make any effort to cause the Class B Liquidation Trust Interests to be registered under the Exchange Act or otherwise to facilitate the trading of, or the development of any trading market for, the Class B Liquidation Trust Interests.

5.4.13 Exemption. To the extent the Liquidation Trust Interests are deemed to be “securities,” the issuance of such interests under the Plan are exempt, pursuant to Bankruptcy Code section 1145, from registration under the Securities Act and any applicable state and local laws requiring registration of securities.

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5.4.14 Contribution of Contributed Claims. On the Effective Date, all Contributed Claims will be irrevocably contributed to the Liquidation Trust and shall thereafter be Liquidation Trust Actions for all purposes. No Person may rely on the absence of a specific reference in the Plan, the Confirmation Order, the Liquidation Trust Agreement, or the Disclosure Statement to any Contributed Claims against such Person asany indication that the Liquidation Trust will not pursue any and all available Contributed Claims against such Person. The objection to the Allowance of any Claims will not in any way limit the ability or the right of the Liquidation Trust to assert, commence, or prosecute any Contributed Claims. Nothing contained in the Plan, the Confirmation Order, the Liquidation Trust Agreement, or the Disclosure Statement will be deemed to be a waiver, release, or relinquishment of any Contributed Claims that the Contributing Claimants had immediately prior to the Effective Date. The Liquidation Trust shall have, retain, reserve, and be entitled to assert all Contributed Claims fully as if the Contributed Claims had not been contributed to the Liquidation Trust in accordance with the Plan and the Liquidation Trust Agreement. For the avoidance of doubt, (a) the Contributed Claims shall not include the rights of any of the Contributing Claimants to receive the Distributions, if any, to which they are entitled under the Plan; (b) the Contributed Claims shall not include any Causes of Action against any of the Released Parties; and (c) in the exercise of its reasonable discretion and in accordance with the Liquidation Trust Agreement, the Liquidation Trust shall not be obligated to pursue all or any given Contributed Claims.

5.4.15 Pursuit and Resolution of Liquidation Trust Actions. The LiquidationTrust, as a successor in interest to the Debtors, the Estates, and the Contributing Claimants, may, and will have the exclusive right power, and interest on behalf of itself, the Debtors, the Estates, and the Contributing Claimants to institute, commence, file, pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw any and all Liquidation Trust Actions without any further order of the Bankruptcy Court, except as otherwise provided in the Liquidation Trust Agreement. From and after the Effective Date, the Liquidation Trust, in accordance with Bankruptcy Code section 1123(b)(3), shall serve as a representative of the Estates with respect to any and all Liquidation Trust Actions that were Estate Assets and shall retain and possess the right to institute, commence, file, pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, as appropriate, any and all Liquidation Trust Actions in any court or other tribunal.

5.4.16 Termination of the Liquidation Trust. The Liquidation Trustee and the Liquidation Trust shall be discharged or terminated, as the case may be, at such time as: (a) the Liquidation Trustee determines that the pursuit of additional Liquidation Trust Actions is not likely to yield sufficient additional proceeds to justify further pursuit of such Liquidation Trust Actions and (b) all Distributions required to be made by the Liquidation Trust to the Holders of Allowed Claims and to the Liquidation Trust Beneficiaries under the Plan and the Liquidation Trust Agreement have been made, but in no event shall the Liquidation Trust be terminated later than five (5) years from the Effective Date unless the Bankruptcy Court, upon motion made within the six-month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made at least six (6) months before the end of the preceding extension), determines that a fixed period extension (not to exceed three (3) years, together with any prior extensions, unless a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the Liquidation Trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete the recovery on, and liquidation of, the Liquidation Trust Assets. Upon termination of the Liquidation Trust, any remaining Liquidation Trust Assets that exceed the amounts required to be paid under the Plan may be transferred by the Liquidation Trustee to the American Bankruptcy Institute Endowment Fund.

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5.4.17 Control Provision.To the extent there is any inconsistency between the Plan as it relates to the Liquidation Trust and the Liquidation Trust Agreement, the Plan shall control.

5.5         Preservation of Privileges and Defenses. The actions taken by the Debtors, the Wind-Down Entity, the Liquidation Trust, the Remaining Debtors, or any of their respective Related Parties in connection with the Plan shall not be (or be deemed to be) a waiver of any privilege or defense of the Debtors, the Wind-Down Entity, the Liquidation Trust, or the Remaining Debtors, as applicable, including any attorney-client privilege or work-product doctrine. Notwithstanding any Debtors providing any privileged information related to any Liquidation Trust Actions to the Liquidation Trustee, the Liquidation Trust, the Wind-Down CEO, the Wind-Down Entity, the Remaining Debtors Manager, the Remaining Debtors, or any Person associated with any of the foregoing, such privileged information shall be without waiver in recognition of the joint, common, or successor interest in prosecuting the Liquidation Trust Actions and shall remain privileged. The Wind-Down Entity and the Liquidation Trust each shall retain the right to waive its own privileges. Only the Liquidation Trustee shall have the right to waive the attorney-client privilege, work-product doctrine, or other protections as to the Debtors, the Remaining Debtors, and the Liquidation Trust

5.6        Preservation of Rights of Action.

5.6.1 Maintenance of Avoidance Actions and Causes of Action. Except as otherwise provided in the Plan or the Confirmation Order, from and after the Effective Date, the Liquidation Trust will retain all rights to institute, commence, file, pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, as appropriate, any and all of the Debtors’ or Estates’ Causes of Action and Causes of Action that are Contributed Claims (whether existing as of the Petition Date or thereafter arising), and all Avoidance Actions, all as Liquidation Trust Actions, in each case in any court or other tribunal, including in an adversary proceeding Filed in the Chapter 11 Cases. The Liquidation Trust, as a successor in interest to the Debtors, the Estates, and the Contributing Claimants, may, and will have the exclusive right, power, and interest on behalf of itself, the Debtors, the Estates, and the Contributing Claimants to, enforce, sue on, settle, compromise, transfer, or assign (or decline to do any of the foregoing) any or all of the Liquidation Trust Actions without notice to or approval from the Bankruptcy Court. In accordance with the Plan, and pursuant to Bankruptcy Code section 363 and Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, from and after the Effective Date, the Liquidation Trust may compromise and settle Liquidation Trust Actions.

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5.6.2Preservation of All Liquidation Trust Actions Not Expressly Settled or Released. The failure to specifically identify in the Disclosure Statement or the Plan any potential or existing Avoidance Actions or Causes of Action as a Liquidation Trust Action is not intended to and shall not limit the rights of the Liquidation Trust to pursue any such Avoidance Actions or Causes of Action. Unless a Liquidation Trust Action is expressly waived, relinquished, released, compromised, or settled in the Plan or any Final Order (including the Confirmation Order), the Debtors expressly reserve such Liquidation Trust Action for later resolution by the Liquidation Trust (including any Avoidance Actions or Causes of Action not specifically identified or of which the Debtors may presently be unaware or that may arise or exist by reason of additional facts or circumstances unknown to the Debtors at this time or facts or circumstances that may change or be different from those the Debtors now believe to exist). As such, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable, or otherwise), or laches will apply to any such Avoidance Actions or Causes of Action upon or after Confirmation of the Plan based on the Disclosure Statement, the Plan, or the Confirmation Order, except when such Avoidance Actions or Causes of Action have been expressly released. In addition, the right to pursue or adopt any claims alleged in any lawsuit in which any Debtor, the Liquidation Trust, or the Wind-Down Entity is a plaintiff, defendant, or an interested parry is fully reserved as against any Person that is not a Released Party, including the plaintiffs or co-defendants in such lawsuits.

5.7        Cancellation of Instruments. Except to the extent necessary to give effect to the treatment of any Holder of an Allowed Class 1 Claim pursuant to Section 3.2 of the Plan and except with respect to any executory contracts and unexpired leases that are assumed and assigned to the Wind-Down Entity under the Plan or otherwise assumed and assigned pursuant to a Final Order, any agreement, bond, certificate, contract, indenture, lease, note, security, warrant, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors shall be deemed cancelled on the Effective Date, and all Liens, mortgages, pledges, grants, trusts, and other interests relating thereto shall be automatically cancelled, and all obligations of the Debtors thereunder or in any way related thereto shall be discharged.

5.8          Substantive Consolidation.

(a)          Entry of the Confirmation Order shall constitute the approval, pursuant to Bankruptcy Code sections 105(a), 541, 1123, and 1129, of the substantive consolidation of the Debtors in the manner set forth in Section 3.11.2(c) of the Plan. Notwithstanding such substantive consolidation, however, fees payable pursuant to 28 U.S.C. § 1930 shall be due and payable by each individual Debtor through the Effective Date.

(b)          The substantive consolidation effected pursuant to the Plan shall not affect, without limitation, (i) the Debtors’, the Wind-Down Entity’s, or the Liquidation Trust’s defenses to any Claim or Cause of Action, including the ability to assert any counterclaim; (ii) the Debtors’, the Wind-Down Entity’s, or the Liquidation Trust’s setoff or recoupment rights; (iii) requirements for any third party to establish mutuality prior to substantive consolidation in order to assert a right of setoff against the Debtors, the Wind-Down Entity, or the Liquidation Trust; or (iv) distributions to the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust out of any insurance policies or proceeds of such policies.

(c)          The Disclosure Statement and the Plan shall be deemed to be a motion requesting that the Bankruptcy Court approve the substantive consolidation contemplated by the Plan. Unless an objection to the proposed substantive consolidation is made in writing by any Creditor purportedly affected by such substantive consolidation on or before the deadline to object to confirmation of the Plan, or such other date as may be fixed by the Bankruptcy Court, the substantive consolidation contemplated by the Plan may be approved by the Bankruptcy Court at the Confirmation Hearing. In the event any such objections are timely filed, a hearing with respect thereto shall be scheduled by the Bankruptcy Court, which hearing may, but need not, be the Confirmation Hearing.

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(d)          If the Bankruptcy Court determines that substantive consolidation of any given Debtors is not appropriate, then the Debtors may request that the Bankruptcy Court otherwise confirm the Plan and approve the treatment of and Distributions to the different Classes under the Plan on an adjusted, Debtor-by-Debtor basis. Furthermore, the Debtors reserve their rights (i) to seek confirmation of the Plan without implementing substantive consolidation of any given Debtor, and, in the Debtors’ reasonable discretion after consultation with each of the Committees, to request that the Bankruptcy Court approve the treatment of and Distributions to any given Class under the Plan on an adjusted, Debtor-by-Debtor basis; and (ii) after consultation with each of the Committees, to seek to substantively consolidate all Debtors into Woodbridge Group of Companies, LLC if all Impaired Classes entitled to vote on the Plan vote to accept the Plan.

ARTICLE VI

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

6.1          Assumption of Certain Executory Contracts and Unexpired Leases.

6.1.1 Assumption of Agreements.

On the Effective Date, the Debtors shall assume all executory contracts and unexpired leases that are listed on the Schedule of Assumed Agreements and shall assign such contracts and leases to the Wind-Down Entity.

The Debtors reserve the right to amend the Schedule of Assumed Agreements at any time prior to the Effective Date, in the Debtors’ reasonable discretion after consultation with each of the Committees, (i) to delete any executory contract or unexpired lease and provide for its rejection under the Plan or otherwise, or (ii) to add any executory contract or unexpired lease and provide for its assumption and assignment under the Plan. The Debtors will provide notice of any amendment to the Schedule of Assumed Agreements to the party or parries to those agreements affected by the amendment.

Unless otherwise specified on the Schedule of Assumed Agreements, each executory contract and unexpired lease listed or to be listed therein shall include any and all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such executory contract or unexpired lease, without regard to whether such agreement, instrument, or other document is also listed on the Schedule of Assumed Agreements.

The Confirmation Order will constitute a Bankruptcy Court order approving the assumption and assignment, on the Effective Date, of all executory contracts and unexpired leases identified on the Schedule of Assumed Agreements.

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6.1.2          Cure Payments.

Any amount that must be paid under Bankruptcy Code section 365(b)(1) to cure a default under and compensate the non-debtor party to an executory contract or unexpired lease to be assumed under the Plan is identified as the “Cure Payment” on the Schedule of Assumed Agreements. Unless the parties mutually agree to a different date, such payment shall be made in Cash within ten (10) Business Days following the later of: (i) the Effective Date and (ii) entry of a Final Order resolving any disputes regarding (A) the amount of any Cure Payment, (B) the ability of the Wind-Down Entity to provide “adequate assurance of future performance” within the meaning of Bankruptcy Code section 365 with respect to a contract or lease to be assumed, to the extent required, or (C) any other matter pertaining to assumption and assignment.

Pending the Bankruptcy Court’s ruling on any such dispute, the executory contract or unexpired lease at issue shall be deemed assumed by the Debtors and assigned to the Wind-Down Entity, unless otherwise agreed by the parties or ordered by the Bankruptcy Court.

6.1.3          Objections to Assumption/Cure Payment Amounts.

Any Person that is a party to an executory contract or unexpired lease that will be assumed and assigned under the Plan and that objects to such assumption or assignment (including the proposed Cure Payment) must File with the Bankruptcy Court and serve on parties entitled to notice a written statement and, if applicable, a supporting declaration stating the basis for its objection. This statement and, if applicable, declaration must be Filed and served on or before the deadline established by the Disclosure Statement Order. Any Person that fails to timely File and serve such a statement and, if applicable, a declaration shall be deemed to waive any and all objections to the proposed assumption and assignment (including the proposed Cure Payment) of its contract or lease.

In the absence of a timely objection by a Person that is a party to an executory contract or unexpired lease, the Confirmation Order shall constitute a conclusive determination regarding the amount of any cure and compensation due under the applicable executory contract or unexpired lease, as well as a conclusive finding that the Wind-Down Entity has demonstrated adequate assurance of future performance with respect to such executory contract or unexpired lease, to the extent required.

6.1.4          Resolution of Claims Relating to Assumed Contracts and Leases. Payment of the Cure Payment established under the Plan, by the Confirmation Order, or by any other order of the Bankruptcy Court, with respect to an assumed and assigned executory contract or unexpired lease, shall be deemed to satisfy, in full, any prepetition or postpetition arrearage or other Claim (including any Claim asserted in a Filed proof of claim or listed on the Schedules) with respect to such contract or lease (irrespective of whether the Cure Payment is less than the amount set forth in such proof of claim or the Schedules). Upon the tendering of the Cure Payment, any such Filed or Scheduled Claim shall be disallowed with prejudice, without further order of the Bankruptcy Court or action by any Person.

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6.2         Rejection of Executory Contracts and Unexpired Leases.

6.2.1 Rejected Agreements. On the Effective Date all executory contracts and unexpired leases of the Debtors shall be rejected except for (i) executory contracts and unexpired leases that have been previously assumed or rejected by the Debtors, (ii) executory contracts and unexpired leases that are set forth in the Schedule of Assumed Agreements, and (iii) any agreement obligation security interest, transaction, or similar undertaking that the Debtors believe is not executory or a lease, but that is later determined by the Bankruptcy Court to be an executory contract or unexpired lease that is subject to assumption or rejection under Bankruptcy Code section 365. For the avoidance of doubt, executory contracts and unexpired leases that have been previously assumed or assumed and assigned pursuant to an order of the Bankruptcy Court shall not be affected by the Plan. The Confirmation Order will constitute a Bankruptcy Court order approving the rejection, on the Effective Date, of the executory contracts and unexpired leases to be rejected under the Plan.

6.2.2 Rejection Claims Bar Date. Any Rejection Claim or other Claim for damages arising from the rejection under the Plan of an executory contract or unexpired lease must be Filed and served no later than the Rejection Claims Bar Date. Any such Rejection Claims that are not timely Filed and served will be forever disallowed, barred, and unenforceable, and Persons holding such Claims will not receive and be barred from receiving any Distributions on account of such untimely Claims. If one or more Rejection Claims are timely Filed pursuant to the Plan, the Liquidation Trust may object to any Rejection Claim on or prior to the Claim Objection Deadline. For the avoidance of doubt, the Rejection Claims Bar Date established by the Plan does not alter any rejection claims bar date established by a prior order of the Bankruptcy Court with respect to any executory contract or unexpired leases that was previously rejected in these Chapter 11 Cases.

ARTICLE VII

PROVISIONS GOVERNING DISTRIBUTIONS

7.1          Timing of Distributions for Allowed Claims. Except as otherwise provided herein or as ordered by the Bankruptcy Court, all Distributions to Holders of Allowed Claims as of the applicable Distribution Date shall be made on or as soon as practicable after the applicable Distribution Date; provided, however, that the Liquidation Trustee, in its discretion, may defer Distributions to a given Holder of Liquidation Trust Interests (other than die final Distribution) if the amount available for Distribution to such Holder is not at least $250. Distributions on account of Claims that first become Allowed Claims after the applicable Distribution Date shall be made pursuant to Section 8.4 of the Plan and on the day selected by the Liquidation Trustee. Distributions made as soon as reasonably practicable after the Effective Date or such other date set forth herein shall be deemed to have been made on such date.

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7.2          Calculating Distributions and Related Matters. The Liquidation Trust shall undertake in its reasonable discretion to make in accordance with the Plan all calculations of Available Cash, Net Note Claims, Net Unit Claims, and of other amounts for or relating to Distributions for Holders of Allowed Claims to be made from the Liquidation Trust or the Wind-Down Entity or for reserves for Holders of Contingent Claims, Disputed Claims, and Unliquidated Claims to be established by the Liquidation Trust, and may establish and holdback from Distributions reasonable reserves for other contingencies. When calculating Distributions (and amounts to hold in Distribution Reserves) with respect to Unit Claims and Note Claims that are to be treated as Class 3 Claims under the Plan, the Outstanding Principal Amounts and Prepetition Distributions to be utilized by the Liquidation Trust shall be as set forth in the Schedule of Principal Amounts and Prepetition Distributions or as determined pursuant to the following section.

7.3          Application of the Schedule of Principal Amounts and Prepetition Distributions. For any Noteholder or Unitholder that is not a Disputing Claimant, all Distributions and reserves shall be made or established based on the applicable amounts in the Schedule of Principal Amounts and Prepetition Distributions. For any Unitholder that is a Disputing Claimant or any Noteholder that is a Disputing Claimant holding Note Claims that are to be treated as Class 3 Claims under the Plan, in connection with a calculation by the Liquidation Trust for a Distribution or to establish reserves, unless otherwise provided in a Bankruptcy Court order, all calculations with respect to such Disputing Claimant shall be made based on the aggregate claim amounts asserted by the Disputing Claimant in the applicable proof of claim or, if no proof of claim was Filed by the Disputing Claimant, reflected in the Schedules, or, for Unliquidated Claims, as estimated in the reasonable discretion of the Liquidation Trust, and all such Liquidation Trust Interests and Cash shall be held in a Distribution Reserve unless and until (i) the Liquidation Trust and the particular Disputing Claimant agree regarding the Outstanding Principal Amounts and Prepetition Distributions to utilize or (ii) a Final Order establishes such Outstanding Principal Amounts and Prepetition Distributions, including, if applicable, after taking into account any Liquidation Trust Actions that the Liquidation Trust may pursue against the particular Disputing Claimant (as to which all rights of the Liquidation Trust are reserved).

7.4          Interest and Other Amounts Regarding Claims. Except to the extent provided (i) in Bankruptcy Code section 506(b) and Allowed by a Final Order or otherwise agreed, (ii) in the Plan, or (iii) in the Confirmation Order, postpetition interest shall not accrue or be paid on any Claims, and no Holder of an Allowed Claim shall be entitled to interest, penalties, fees, or late charges accruing or chargeable on any Claim from and after the Petition Date.

7.5          Distributions by Liquidation Trustee or Wind-Down CEO as Disbursing Agent. The Liquidation Trustee or Wind-Down CEO shall serve as the disbursing agent under the Plan with respect to Distributions required pursuant to the Plan to be paid by, respectively, the Liquidation Trust or the Wind-Down Entity. The Liquidation Trustee and Wind-Down CEO shall not be required to give any bond or surety or other security for the performance of any duties as disbursing agent.

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7.6          Means of Cash Payment. Cash payments under the Plan shall be made, at the option and in the sole discretion of the Liquidation Trustee, by (i) checks drawn on or (ii) wire transfer, electronic funds transfer, or ACH from a domestic bank. Cash payments to foreign Creditors may be made, at the option and in the sole discretion of the Liquidation Trustee by such means as are necessary or customary in a particular foreign jurisdiction. Cash payments made pursuant to the Plan in the form of checks shall be null and void if not cashed within 180 calendar days of the date of the issuance thereof. Requests for reissuance of any check within 180 calendar days of the date of the issuance thereof shall be made directly to the Liquidation Trustee.

7.7          Form of Currency for Distributions. All Distributions under the Plan shall be made in U.S. Dollars. Where a Claim has been denominated in foreign currency on a proof of claim, the Allowed amount of such Claim shall be calculated in U.S. Dollars based upon me currency conversion rate in place as of the Petition Date and in accordance with Bankruptcy Code section 502(b).

7.8          Fractional Distributions. Notwithstanding anything in the Plan to the contrary, no payment of fractional cents shall be made pursuant to the Plan. Whenever any payment of a fraction of a cent under the Plan would otherwise be required, the actual Distribution made shall reflect a rounding of such fraction to the nearest whole penny (up or down), with half cents or more being rounded up and fractions less than half of a cent being rounded down.

7.9          De Minimis Distributions. Notwithstanding anything in the Plan to the contrary, the Liquidation Trust and the Wind-Down Entity shall not be required to distribute, and shall not distribute, Cash or other property to the Holder of any Allowed Claim if the amount of Cash or other property to be distributed on account of such Claim on any given Distribution Date is less than $10.00, and such amount shall be distributed to other Creditors on such Distribution Date in accordance with the terms of the Plan. Any Holder of an Allowed Claim on account of which the amount of Cash or other property to be distributed on any given Distribution Date is less than $10.00 shall be forever barred from asserting any Claim with respect to such eliminated Distribution against any Estate Assets.

7.10         No Distributions With Respect to Certain Claims.Notwithstanding anything in the Plan to the contrary, no Distributions or other consideration of any kind shall be made on account of any Contingent Claim, Disputed Claim, or Unliquidated Claim unless and until such Claim becomes an Allowed Claim, and then only to the extent that such Claim becomes an Allowed Claim and as provided under the Plan for such Allowed Claim. Nonetheless, in undertaking the calculations concerning Allowed Claims under the Plan, including the determination of Distributions due to the Holders of Allowed Claims, each Contingent Claim, Disputed Claim, or Unliquidated Claim shall be treated as if it were an Allowed Claim (which, for Unliquidated Claims, shall mean they shall be treated as if Allowed in such amounts as determined in the reasonable discretion of the Liquidation Trust), except that if the Bankruptcy Court estimates the likely portion of such a Claim to be Allowed or authorized or the Bankruptcy Court or the Holder of such Claim and the Liquidation Trustee otherwise determine the amount or number that would constitute a sufficient reserve for such a Claim, such amount or number as determined by the Bankruptcy Court or by agreement of the Holder of such Claim and the Liquidation Trustee shall be used with respect to such Claim. Distributions due in respect of a Contingent Claim, Disputed Claim, or Unliquidated Claim shall be held in reserve by the Liquidation Trust in one or more Distribution Reserves. The Liquidation Trust will elect to treat any Distribution Reserve as a “Disputed Ownership Fund,” pursuant to Treasury Regulation section 1.468B-9(c)(2)(ii). As outlined in this election, Creditors holding such Claims are not treated as transferors of the money or property transferred to the “Disputed Ownership Fund.” For federal income tax purposes, a “Disputed Ownership Fund” is treated as the owner of all assets that it holds. A “Disputed Ownership Fund” is treated as a C corporation for purposes of the Internal Revenue Code. A “Disputed Ownership Fund” must file all required income and information tax returns and make all tax payments.

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7.11           Distributions and Transfers Upon Resolution of Contingent Claims. Disputed Claims, or Unliquidated Claims. After an objection to a Disputed Claim is resolved or a Contingent Claim or Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, an amount of Liquidation Trust Interests and/or Cash held in the Disputed Ownership Fund corresponding to the amount of any resulting Allowed Claim (and/or any applicable Net Note Claim or Net Unit Claim with respect thereto) shall be transferred, net of any tax payable by the Disputed Ownership Fund with respect to the transfer, in a taxable transaction to the Holder of the formerly Contingent Claim, Disputed Claim, or Unliquidated Claim. Upon each such resolution of a Claim against the Disputed Ownership Fund and such transfer with respect to any resulting Allowed Claim, (i) any remaining Liquidation Trust Interests in the Disputed Ownership Fund that had been held with respect to such formerly Contingent Claim, Disputed Claim, or Unliquidated Claim prior to its resolution shall be cancelled; and (ii) any remaining Cash in the Disputed Ownership Fund that had been held with respect to such formerly Contingent Claim, Disputed Claim, or Unliquidated Claim prior to its resolution shall be transferred, net of any tax payable by the Disputed Ownership Fund with respect to such transfers, for use as follows, provided that such Cash transfers shall be treated as a taxable transfer by the Disputed Ownership Fund and to the recipients of such Cash. Such remaining Cash may be utilized for payment, allocation, or reserve in accordance with the Plan for (a) unpaid or unutilized amounts for either Wind-Down Expenses or Liquidation Trust Funding or (b) any post-Confirmation reserve requirements of the Wind-Down Entity in connection with the Plan, any agreements, or any Bankruptcy Court orders. To the extent any such remaining Cash is not so utilized, it shall become Available Cash for distribution to the Holders of Liquidation Trust Interests (including each Holder of Liquidation Trust Interests to the extent it obtains an Allowed Claim as a result of resolution of a formerly Contingent Claim, Disputed Claim, or Unliquidated Claim) in a manner reasonably allocated by the Liquidation Trust so that all Holders of Liquidation Trust Interests will receive Cash in proportion to their Liquidation Trust Interests, net of any tax payable by the Disputed Ownership Fund with respect to the respective transfers.

7.12          Delivery of Distributions. Distributions in respect of Liquidation Trust Interests shall be made to Holders of Liquidation Trust Interests as of the record date set for such Distribution. Distributions to Holders of Liquidation Trust Interests or Allowed Claims that have not been converted to Liquidation Trust Interests shall be made (a) at the addresses set forth in the proofs of claim Filed by such Holders, (b) at the addresses reflected in the Schedules if no proof of claim has been Filed, or (c) at the addresses set forth in any written notices of address changes delivered to the Claims Agent or the Liquidation Trustee. If any Holder’s Distribution is returned as undeliverable, no further Distributions to such Holder shall be made unless and until the Liquidation Trustee is notified of such Holder’s then-current address. The responsibility to provide the Claims Agent or the Liquidation Trustee with a current address of a Holder of Liquidation Trust Interests or Claims shall always be the responsibility of such Holder. Amounts in respect of undeliverable Distributions made by the Liquidation Trustee shall be held in trust on behalf of the Holder of the Liquidation Trust Interest or Claim to which they are payable by the Liquidation Trustee until the earlier of the date that such undeliverable Distributions are claimed by such Holder and 180 calendar days after me date the undeliverable Distributions were made.

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7.13          Application of Distribution Record Date & Other Transfer Restrictions. At the close of business on the Distribution Record Date, the claims registers for all Claims shall be closed, and there shall be no further changes in the record holders of any Claims. Except as provided herein, the Liquidation Trust, the Wind-Down Entity, and each of their respective Related Parties shall have no obligation to recognize any putative transfer of Claims occurring after the Distribution Record Date and shall be entitled instead to recognize and deal for all purposes hereunder with only those record holders stated on the claims registers as of the close of business on the Distribution Record Date irrespective of the number of Distributions to be made under the Plan to such Persons or the date of such Distributions. In addition, the Liquidation Trust and each of its Related Parties shall have no obligation to recognize any putative transfer of Notes or Units occurring at any time prior to the Effective Date to which the Debtors did not expressly consent and shall be entitled instead to recognize and deal for all purposes hereunder with only the Holder of particular Notes or Units as reflected on the Debtors’ books and records for purposes of effecting Distributions of Liquidation Trust Interests. Nothing in this Section 7.13 is intended to or will impair or limit (i) the transferability of any Liquidation Trust Interests once such Liquidation Trust Interests have been Distributed to the record holders of Allowed Note Claims, Allowed General Unsecured Claims, and Allowed Unit Claims or (ii) the right of Holders at the record dates established from time to time regarding Liquidation Trust Interests to receive all Distributions in respect of such Liquidation Trust Interests when any Distributions are made.

7.14          Withholding, Payment, and Reporting Requirements Regarding Distributions. All Distributions under the Plan shall, to the extent applicable, comply with all tax withholding, payment, and reporting requirements imposed by any federal, state, provincial, local, or foreign taxing authority, and all Distributions shall be subject to any such withholding, payment, and reporting requirements. The Liquidation Trust shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding, payment, and reporting requirements, including, to the extent such information is not already available to the Liquidation Trust, requiring each Holder of a Liquidation Trust Interest or Claim to provide an executed current Form W-9, Form W-8, or similar tax form as a prerequisite to receiving a Distribution. Notwithstanding any other provision of the Plan, (a) each Holder of a Liquidation Trust Interest or an Allowed Claim that is to receive a Distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such Distribution, and including, in the case of any Holder of a Disputed Claim that has become an Allowed Claim, any tax obligation that would be imposed on the Liquidation Trust in connection with such Distribution; and (b) no Distribution shall be made to or on behalf of such Holder pursuant to the Plan unless and until such Holder has made arrangements reasonably satisfactory to the Liquidation Trust for the payment and satisfaction of such withholding tax obligations or such tax obligation that would be imposed in connection with such Distribution.

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7.15          Defenses and Setoffs. On and after the Effective Date, the Wind-Down Entity and the Liquidation Trust, as applicable, shall have all of the Debtors’ and the Estates’ rights under Bankruptcy Code section 558. Nothing under the Plan shall affect the rights and defenses of the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust in respect of any Claim, including all rights in respect of legal and equitable objections, defenses, setoffs, or recoupment against such Claims. Accordingly, the Liquidation Trust may, but shall not be required to, set off against any Claim or any Allowed Claim, and the payments or other Distributions to be made pursuant to the Plan in respect of such Claim, claims of any nature whatsoever that the Debtors, the Estates, the Wind-Down Entity, or the Liquidation Trust, as applicable, may have against the Holder of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release of any such claim or rights that may exist against such Holder.

7.16          Allocation of Distributions. All Distributions received under the Plan by Holders of Liquidation Trust Interests and Claims shall be deemed to be allocated first to the principal amount of such Claim, or the Claim to which the applicable Liquidation Trust Interest relates, as determined for United States federal income tax purposes, and then to accrued interest, if any, with respect to such Claim.

7.17          Joint Distributions. The Liquidation Trustee may, in its sole discretion, make Distributions jointly to any Holder of a Claim and any other Person that the Liquidation Trustee has determined to have an interest in such Claim.

7.18          Forfeiture of Distributions. If the Holder of a Claim fails to cash a check payable to it within the time period set forth in Section 7.6, fails to claim an undeliverable Distribution within the time limit set forth in Section 7.12, or fails to complete and return to the Liquidation Trustee the appropriate Form W-8 or Form W-9 within 180 calendar days after a request for the completion and return of the appropriate form pursuant to Section 7.14 (or such later time as approved by a Bankruptcy Court order), then such Holder shall be deemed to have forfeited its right to any reserved and future Distributions under the Plan. Any such forfeited Distributions shall be deemed Available Cash for all purposes, notwithstanding any federal or state escheat laws to the contrary.

ARTICLE VIII

PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED
CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO

8.1          Objections to and Resolution of Disputed Claims. Including Any Claims of Excluded Parties or Disputing Claimants. From and after the Effective Date, the Liquidation Trust shall have the exclusive authority to compromise, resolve, and Allow any Disputed Claim without the need to obtain approval from the Bankruptcy Court, and any agreement entered into by the Liquidation Trust with respect to the Allowance of any Claim shall be conclusive evidence and a final determination of the Allowance of such Claim; provided, however, that, under the Plan, all Claims, including Note Claims or Unit Claims, asserted by any of the Excluded Parties or any Disputing Claimant are Disputed Claims in their entirety and will have no right to receive any Distributions under the Plan unless and until such Claims are affirmatively Allowed by a Final Older.

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8.2          Claim Objections. All objections to Claims (other than Professional Fee Claims, which shall be governed by Section 11.2 of the Plan, but including any Claims of Excluded Parties or Disputing Claimants) shall be Filed by the Liquidation Trust on or before the Claim Objection Deadline, which date may be extended on presentment of an order to the Bankruptcy Court by the Liquidation Trust prior to the expiration of such period and without need for notice or hearing. The Claim Objection Deadline shall be automatically extended as provided by Local Rule 9006-2 upon the Filing of a proposed form of order by the Liquidation Trust requesting an extension of the Claim Objection Deadline. If a timely objection has not been Filed to a proof of claim or the Schedules have not been amended with respect to a Claim that was Scheduled by the Debtors but was not Scheduled as contingent, unliquidated, or disputed, then the Claim to which the proof of claim or Scheduled Claim relates will be heated as an Allowed Claim.

8.3          Estimation of Certain Claims. The Liquidation Trust may, at any time, move for a Bankruptcy Court order estimating any Contingent Claim, Disputed Claim, or Unliquidated Claim pursuant to Bankruptcy Code section 502(c), regardless of whether the Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction and power to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. The estimated amount of any Claim so determined by the Bankruptcy Court shall constitute the maximum recovery that the Holder thereof may recover after the ultimate liquidation of its Claim, irrespective of the actual amount that is ultimately Allowed. All of the aforementioned Claims objection, estimation, and resolution procedures are cumulative and are not necessarily exclusive of one another.

8.4          Distributions Following Allowance. Once a Contingent Claim, a Disputed Claim, or an Unliquidated Claim becomes an Allowed Claim, in whole or in part, including pursuant to the Plan, the Liquidation Trust shall distribute from the applicable Distribution Reserves to the Holder thereof the Distributions, if any, to which such Holder is then entitled under the Plan. Such Distributions, if any, shall be made on the next Distribution Date after the date on which the order or judgment allowing any such Claim becomes a Final Order or on which the Claim otherwise becomes an Allowed Claim, or, if there is no applicable Distribution Date, then within ninety (90) calendar days after the date on which the Claim becomes an Allowed Claim. Unless otherwise specifically provided in the Plan or allowed by a Final Order, no interest shall be paid on Contingent Claims, Disputed Claims, or Unliquidated Claims that later become Allowed Claims.

8.5          Disposition of Assets in Reserves After Disallowance. After an objection to a Disputed Claim is sustained or a Contingent Claim or Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, such that the Contingent Claim, Disputed Claim, or Unliquidated Claim is a Disallowed Claim in whole or in part, any Cash held in an applicable Distribution Reserve in respect of the particular Claim in excess of the Distributions due on account of any resulting Allowed Claim shall be used or distributed in a manner consistent with the Plan and any reserved Liquidation Trust Interests shall be cancelled.

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ARTICLE IX

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

9.1          Conditions to the Effective Date. The occurrence of the Effective Date shall not occur and the Plan shall not be consummated unless and until each of the following conditions has been satisfied or duly waived pursuant to Section 9.2 of the Plan:

(i)           the Bankruptcy Court shall have entered the Confirmation Order;

(ii)          the Confirmation Order shall not be subject to any stay;

(in)         all governmental and material third-party approvals and consents necessary in connection with the transactions contemplated by the Plan, if any, shall have been obtained and be in full force and effect;

(iv)         all actions and all agreements, instruments, or other documents necessary to implement the terms and provisions of the Plan are effected or executed and delivered, as applicable; and

(v)           the Professional Fee Reserve is funded pursuant to Section 11.2 of the Plan.

9.2         Waiver of Conditions to the Effective Date. The conditions to the Effective Date set forth in clauses (iii) and (iv) of Section 9.1 of the Plan may be waived in writing by the Debtors, in the Debtors’ reasonable discretion after consultation with each of the Committees, at any time without further order.

9.3          Effect of Non-Occurrence of Conditions to the Effective Date. If each of the conditions to the Effective Date is not satisfied or duly waived in accordance with Sections 9.1 and 9.2 of the Plan, upon notification Filed by the Debtors with the Bankruptcy Court, (i) the Confirmation Order shall be vacated; (ii) no Distributions shall be made; (iii) the Debtors, the Estates, and all Creditors shall be restored to the status quo as of the day immediately preceding the Confirmation Hearing as though the Confirmation Order was not entered; and (iv) all of the Debtors’ and the Estates’ obligations with respect to Claims shall remain unchanged and nothing contained in the Plan shall constitute a waiver or release of any Causes of Action by or against the Debtors, the Estates, or any other Person or prejudice in any manner the rights, claims, or defenses of the Debtors, the Estates, or any other Person.

9.4          Notice of the Effective Date. Promptly after the occurrence of the Effective Date, the Liquidation Trust or its agents shall mail or cause to be mailed to all Creditors a notice that informs such Creditors of (i) entry of the Confirmation Order and the resulting confirmation of the Plan; (ii) the occurrence of the Effective Date; (iii) the assumption, assignment, and rejection of executory contracts and unexpired leases pursuant to the Plan, as well as the deadline for the filing of resulting Rejection Claims; (iv) the deadline established under the Plan for the filing of Administrative Claims; and (v) such other matters as the Liquidation Trustee finds appropriate.

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ARTICLE X

RETENTION OF JURISDICTION AND POWER

10.1        Scope of Retained Jurisdiction and Power. Under Bankruptcy Code sections 105(a) and 1142, and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, and except as otherwise ordered by the Bankruptcy Court, the Bankruptcy Court shall retain jurisdiction and power over all matters arising in, arising under, or related to the Chapter 11 Cases and the Plan to the fullest extent permitted by law, including jurisdiction and power to do the following:

(a)         except as otherwise Allowed pursuant to the Plan or in the Confirmation Order, Allow, classify, determine, disallow, establish the priority or secured or unsecured status of, estimate, limit, liquidate, or subordinate any Claim, in whole or in part, including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims;

(b)         hear and determine all applications for compensation and reimbursement of expenses of Professionals under the Plan or under Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), 1103, and 1129(a)(4);

(c)          hear and determine all matters with respect to the assumption or rejection of any executory contract or unexpired lease to which a Debtor is a party or with respect to which a Debtor may be liable, including, if necessary, the nature or amount of any required cure or the liquidation or allowance of any Claims arising therefrom;

(d)         effectuate performance of and payments under the provisions of the Plan and enforce remedies on any default under the Plan;

(e)          hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters arising out of, under, or related to, the Chapter 11 Cases, including the Liquidation Trust Actions, and with respect to the Plan;

(f)          enter such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created, executed, or contemplated in connection with the Plan, the Disclosure Statement, or the Confirmation Order;

(g)         hear and determine disputes arising in connection with the interpretation, implementation, consummation, or enforcement of the Plan, including disputes arising under agreements, documents, or instruments executed in connection with the Plan, or to maintain the integrity of the Plan following consummation;

(h)         consider any modifications of the Plan, cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order;

(i)          issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Person with the implementation, consummation, or enforcement of the Plan or the Confirmation Order;

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(j)          enter and implement such orders as may be necessary or appropriate if the Confirmation Order is for any reason reversed, stayed, revoked, modified, or vacated;

(k)          hear and determine any matters arising in connection with or relating to the Plan, the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created, executed, or contemplated in connection with any of the foregoing documents and orders;

(1)         enforce, interpret, and determine any disputes arising in connection with any stipulations, orders, judgments, injunctions, releases, exculpations, indemnifications, and rulings associated with the Plan or otherwise entered in connection with the Chapter 11 Cases (whether or not any or all of the Chapter 11 Cases have been closed);

(m)        except as otherwise limited herein, recover all Estate Assets, wherever located;

(n)         hear and determine matters concerning state, local, and federal taxes in accordance with Bankruptcy Code sections 346, 505, and 1146;

(o)         hear and determine all disputes involving the existence, nature, or scope of the Debtors’ discharge;

(p)         hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under, or not inconsistent with, the Bankruptcy Code and title 28 of the United States Code;

(q)         resolve any cases, controversies, suite, or disputes related to the Wind-Down Entity, the Wind-Down CEO, the Liquidation Trust, the Liquidation Trustee, the Remaining Debtors, or the Remaining Debtors Manager; and

(r)          enter a final decree closing the Chapter 11 Cases of the Remaining Debtors.

10.2        Reserved Rights to Seek Bankruptcy Court Approval. Notwithstanding any provision of the Plan allowing an act to be taken without Bankruptcy Court approval, the Liquidation Trustee and the Wind-Down Entity shall have the right to submit to the Bankruptcy Court any question or questions regarding which either of them may desire to have explicit approval of the Bankruptcy Court for the taking of any specific action proposed to be taken by the Liquidation Trust or the Wind-Down Entity, including the administration, distribution, or proposed sale of any of the Liquidation Trust Assets or any of the Wind-Down Assets. The Bankruptcy Court shall retain jurisdiction and power for such purposes and shall approve or disapprove any such proposed action upon motion Filed by the Liquidation Trust or the Wind-Down Entity, as applicable.

10.3        Non-Exercise of Jurisdiction. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in Section 10.1 of the Plan, the provisions of this Article X shall have no effect on, and shall not control, limit, or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to, such matter.

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ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1        Administrative Claims. Subject to the last sentence of this Section 11.1, all requests for payment of an Administrative Claim must be Filed with the Bankruptcy Court no later than the Administrative Claims Bar Date, In the event of an objection to Allowance of an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Admnistrative Claim. THE FAILURE TO FILE A MOTION REQUESTING ALLOWANCE OF AN ADMINISTRATIVE CLAIM ON OR BEFORE THE ADMINISTRATIVE CLAIMS BAR DATE, OR THE FAILURE TO SERVE SUCH MOTION TIMELY AND PROPERLY, SHALL RESULT IN THE ADMINISTRATIVE CLAIM BEING FOREVER BARRED AND DISALLOWED WITHOUT FURTHER ORDER OF THE BANKRUPTCY COURT. IF FOR ANY REASON ANY SUCH ADMINISTRATIVE CLAIM IS INCAPABLE OF BEING FOREVER BARRED AND DISALLOWED, THEN THE HOLDER OF SUCH CLAIM SHALL IN NO EVENT HAVE RECOURSE TO ANY PROPERTY TO BE DISTRIBUTED PURSUANT TO THE PLAN. Postpetition statutory tax claims shall not be subject to any Administrative Claims Bar Date.

11.2        Professional Fee Claims. All final requests for payment of Professional Fee Claims pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), or 1103 must be made by application Filed with the Bankruptcy Court and served on counsel to the Liquidation Trust and counsel to the U.S. Trustee no later than forty-five (45) calendar days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to such applications must be Filed and served on counsel to the Liquidation Trust, counsel to the U.S. Trustee, and the requesting Professional on or before the date that is twenty-one (21) calendar days after the date on which the applicable application was served (or such longer period as may be allowed by order of the Bankruptcy Court or by agreement with the requesting Professional). All Professional Fee Claims shall be paid by the Liquidation Trust to the extent approved by order of the Bankruptcy Court within five (5) Business Days after entry of such order. On the Effective Date, the Liquidation Trust shall establish the Professional Fee Reserve. The Professional Fee Reserve shall vest in the Liquidation Trust and shall be maintained by the Liquidation Trust in accordance with the Plan. The Liquidation Trust shall fully fund the Professional Fee Reserve on the Effective Date in an amount that is agreed upon by the Debtors and each of the Committees prior to the Confirmation Hearing and that approximates the total projected amount of unpaid Professional Fee Claims on the Effective Date. If the Debtors and the Committees are unable to agree on an amount by which the Professional Fee Reserve is to be funded, then any of those parties may submit the issue to the Bankruptcy Court, which, following notice and a hearing, shall fix the amount of the required funding. All Professional Fee Claims that have not previously been paid, otherwise satisfied, or withdrawn shall be paid from the Professional Fee Reserve. Any excess funds in the Professional Fee Reserve shall be released to the Liquidation Trust to be used for other purposes consistent with the Plan. For the avoidance of doubt, the Professional Fee Reserve is an estimate and shall not be construed as a cap on the Liquidation Trust’s obligation to pay in full Allowed Professional Fee Claims.

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11.3        Payment of Statutory Fees. All fees payable pursuant to 28 U.S.C. § 1930, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid by the Debtors on or before the Effective Date. All such fees that arise after the Effective Date shall be paid by the Liquidation Trust. Notwithstanding the foregoing: (i) for the Remaining Debtors, quarterly fees for the quarter in which the Effective Date occurs will be calculated on the basis of all Estate Assets being distributed to the Liquidation Trust and the Wind-Down Entity on the Effective Date in the Chapter 11 Cases of the Remaining Debtors; (ii) for all other Debtors, quarterly fees for the quarter in which the Effective Date occurs will be calculated on the basis of disbursements (if any) made by such Debtors prior to the Effective Date; and (iii) quarterly fees for each quarter after the quarter in which the Effective Date occurs will be $325.00 for any Remaining Debtors through the entry of the Final Decree for any of the Remaining Debtors or the dismissal or conversion of the Chapter 11 Cases regarding the Remaining Debtors. Notwithstanding anything to the contrary in the Plan, the U.S. Trustee shall not be required to file any proofs of claim with respect to quarterly fees payable pursuant to 28 U.S.C. § 1930.

114         Post-Effective-Date Reporting.

(a)         Beginning the first quarter-end following the Effective Date and continuing on each quarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of such period, the Liquidation Trust shall File quarterly reports with the Bankruptcy Court. Each quarterly report shall contain a cash flow statement which shall show Distributions by Class during the prior quarter, an unaudited balance sheet, the terms of any settlement of an individual Claim in an amount greater than $100,000, the terms of any litigation settlement where the Cause of Action or the Liquidation Trust Action was greater than $100,000 or the settlement is for more than $100,000, the terms of any sale of Estate Assets where the proceeds of such sale are $100,000 or greater, and such other information as the Liquidation Trust determines is material.

(b)         Until the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall, as soon as practicable after the end of each calendar year and upon termination of the Liquidation Trust, provide or make available a written report and account to the Holders of Liquidation Trust Interests, which report and account sets forth (i) the assets and liabilities of the Liquidation Trust at the end of such calendar year or upon termination and the receipts and disbursements of the Liquidation Trust for such calendar year or period, and (ii) changes in the Liquidation Trust Assets and actions taken by the Liquidation Trustee in the performance of its duties under the Plan or the Liquidation Trust Agreement that the Liquidation Trustee determines in its discretion may be relevant to Holders of Liquidation Trust Interests, such as material changes or actions that, in the opinion of the Liquidation Trustee, may have a material effect on the Liquidation Trust Assets that were not previously reported. The Liquidation Trust may provide or make available to Holders of Liquidation Trust Interests similar reports for such interim periods during the calendar year as the Liquidation Trustee deems advisable. So long as no Exchange Act Registration for the Class A Liquidation Trust Interests shall have become effective, such reports may be provided or made available to the Holders of Liquidation Trust Interests, in the discretion of the Liquidation Trustee, by any reasonable means, including U.S. mail, electronic transmission, display on IntraLinks or a similar virtual data room to which Holders shall have access, or publication to a publicly-available website or by press release distributed via a generally recognized business news service.

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(c)         Following the effectiveness of an Exchange Act Registration for the Class A Liquidation Trust Interests, the Liquidation Trust shall provide or make available to the Holders of Liquidation Trust Interests, either by publication to a publicly-available website or by press release distributed via a generally recognized business news service, copies of all current reports on Form 8-K, quarterly reports on Form 10-Q, and annual reports on Form 10-K that may be required to be filed by the Liquidation Trust with the SEC under the Exchange Act, which copies are to be so provided or made available promptly after such filing.

11.5        Dissolution of the Committees. Each of the Committees shall be automatically dissolved on the Effective Date and, on the Effective Date, each member of the Committees (including each Related Party thereof) and each Professional retained by any of the Committees shall be released and discharged from all rights, duties, responsibilities, and obligations arising from, or related to, the Debtors, their membership on any of the Committees, the Plan, or the Chapter 11 Cases, except with respect to (a) any matters concerning any Professional Fee Claims held or asserted by any Professional retained by any of the Committees; and (b) the right of former Noteholder Committee and Unitholder Committee members to select a successor Noteholder Committee or Unitholder Committee designee, respectively, on the Liquidation Trust Supervisory Board.

11.6        Modifications and Amendments.

(a)         In the Debtors’ reasonable discretion after consultation with each of the Committees, the Debtors may alter, amend, or modify the Plan under Bankruptcy Code section 1127(a) at any time at or prior to the conclusion of the Confirmation Hearing. All alterations, amendments, or modifications to the Plan must comply with Bankruptcy Code section 1127. The Debtors shall provide parties in interest with notice of such amendments or modifications as may be required by the Bankruptcy Rules or order of the Bankruptcy Court. A Creditor that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended, modified, or clarified, if the proposed alteration, amendment, modification, or clarification does not materially and adversely change the treatment of the Claim of such Creditor.

(b)         After entry of the Confirmation Order and prior to substantial consummation (as defined in Bankruptcy Code section 1101(2)) of the Plan, the Debtors or the Liquidation Trust, as applicable, may, under Bankruptcy Code section 1127(b), institute proceedings in the Bankruptcy Court to remedy any defect or omission or to reconcile any inconsistencies in the Plan, the Disclosure Statement approved with respect to the Plan, or the Confirmation Order, and such matters as may be necessary to carry out the purpose and effect of the Plan so long as such proceedings do not adversely affect the treatment of Holders of Claims under the Plan. Such proceedings must comply with Bankruptcy Code section 1127. To the extent required, prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or an order of the Bankruptcy Court. A Creditor that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended, modified, or clarified, if the proposed alteration, amendment, modification, or clarification does not materially and adversely change the treatment of the Claim of such Creditor.

11.7        Severability of Plan Provisions. If, at or before me Confirmation Hearing, the Bankruptcy Court holds that any Plan term or provision is invalid, void, or unenforceable, the Bankruptcy Court may alter or interpret that term or provision so that it is valid and enforceable to the maximum extent possible consistent with the original purpose of that term or provision. That term or provision will then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the Plan’s remaining terms and provisions will remain in full force and effect and will in no way be affected, impaired, or invalidated. The Confirmation Order will constitute a judicial determination providing that each Plan term and provision, as it may have been altered or interpreted in accordance with this Section 11.7, is valid and enforceable under its terms.

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11.8        Compromises and Settlements. From and after the Effective Date, the Liquidation Trust may compromise and settle disputes about any Claims or about any Liquidation Trust Actions, without any further approval by the Bankruptcy Court. Until the Effective Date, the Debtors expressly reserve the right to compromise and settle (subject to the approval of the Bankruptcy Court) Claims against them or any Avoidance Actions and Causes of Action belonging to the Estates.

11.9        Binding Effect of Plan. Upon the Effective Date, Bankruptcy Code section 1141 shall become applicable with respect to the Plan and the Plan shall be binding on all Persons to the fullest extent permitted by Bankruptcy Code section 1141(a). Confirmation of the Plan binds each Holder of a Claim or Equity Interest to all the terms and conditions of the Plan, whether or not such Holder’s Claim or Equity Interest is Allowed, whether or not such Holder holds a Claim or Equity interest that is in a Class that is Impaired under the Plan, and whether or not such Holder has accepted the Plan.

11.10      Non-Discharge of the Debtors; Injunction. ln accordance with Bankruptcy Code section 1141(d)(3)(A), the Plan does not discharge the Debtors. Bankruptcy Code section 1141(c) nevertheless provides, among other things, that the properly dealt with by the Plan is free and clear of all Claims and Equity Interests against the Debtors. As such, no Person holding a Claim or an Equity Interest may receive any payment from, or seek recourse against, any assets that are to be distributed under the Plan other than assets required to be distributed to that Person under the Plan. As of the Effective Date, all Persons are precluded and barred from asserting against any property to be distributed under the Plan any Claims, rights, Causes of Action, liabilities, Equity Interests, or other action or remedy based on any act, omission, transaction, or other activity that occurred before the Effective Date except as expressly provided in the Plan or the Confirmation Order.

11.11      Releases and Related Matters.

(a)         On the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each of the Releasing Parties shall be deemed to have forever released, waived, and discharged each of the Released Parties from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities whatsoever, whether known or unknown, whether foreseen or unforeseen, whether liquidated or unliquidated, whether fixed or contingent, whether matured or unmatured, existing or hereafter arising, at law, in equity, or otherwise, that are based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the conduct of the Debtors’ business, the Chapter 11 Cases, or the Plan, except for acts or omissions that are determined in a Final Order to have constituted actual fraud or willful misconduct; provided, however, that nothing in this Section 11.11 shall release or otherwise affect any Person’s rights under the Plan or the Confirmation Order.

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(b)          Entry of the Confirmation Order shall constitute (i) the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases set forth in this Section 11.11; and (ii) the Bankruptcy Court’s findings that such releases are (1) in exchange for good and valuable consideration provided by the Released Parties (including performance of the terms of the Plan), and a good-faith settlement and compromise of the released claims, (2) in the best interests of the Debtors, the Estates, and any Holders of Claims that are Releasing Parties, (3) fair, equitable, and reasonable, (4) given and made after due notice and opportunity for hearing, and (5) a bar to any of the Releasing Parties asserting any released claim against any of the Released Parties.

(c)          Notwithstanding any provision herein to the contrary or an abstention from voting on the Plan, no provision of the Plan, or any order confirming the Plan, (i) releases any non-debtor Person from any Cause of Action of the SEC; or (ii) enjoins, limits, impairs, or delays the SEC from commencing or continuing any Causes of Action, proceedings, or investigations against any non-debtor Person in any forum.

11.12      Exculpation and Limitation of Liability. On the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, to the maximum extent permitted by law, none of the Exculpated Parties shall have or incur any liability to any Person, including to any Holder of a Claim or an Equity Interest, for any prepetition or postpetition act or omission in connection with, relating to, or arising out of the Debtors, the Chapter 11 Cases, the formulation, negotiation, preparation, dissemination, solicitation of acceptances, implementation, confirmation, or consummation of the Plan, the Disclosure Statement, or any contract, instrument, release, or other agreement or document created, executed, or contemplated in connection with the Plan, or the administration of the Plan or the property to be distributed under the Plan; provided, however, that nothing in this Section 11.12 shall release or otherwise affect any Person’s rights under the Plan or the Confirmation Order; and provided, further, that the exculpation provisions of this Section 11.12 shall not apply to acts or omissions constituting actual fraud or willful misconduct by such Exculpated Party as determined by a Final Order. For purposes of the foregoing, it is expressly understood that any act or omission effected with the approval of the Bankruptcy Court conclusively will be deemed not to constitute actual fraud or willful misconduct unless the approval of the Bankruptcy Court was obtained by fraud or misrepresentation, and in all respects, the Exculpated Parties shall be entitled to rely on the written advice of counsel with respect to their duties and responsibilities under, or in connection with, the Chapter 11 Cases, the Plan, and administration thereof. The Confirmation Order shall serve as a permanent injunction against any Person seeking to enforce any Causes of Action against the Exculpated Parties that are encompassed by the exculpation provided by this Section 11.12 of the Plan.

11.13      Term of Injunctions or Stays. Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays in the Chapter 11 Cases under Bankruptcy Code sections 105 or 362 or otherwise, and extant as of the Confirmation Hearing (excluding any injunctions or stays contained in or arising from the Plan or the Confirmation Order), shall remain in full force and effect through and inclusive of the Effective Date.

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11.14      Revocation. Withdrawal. or Non-Consummation. The Debtors reserve the right to revoke or withdraw the Plan at any time prior to the Confirmation Hearing and to File subsequent plans. If the Debtors revoke or withdraw the Plan prior to the Confirmation Hearing, or if the Effective Date does not occur, then (a) the Plan shall be null and void in all respects; and (b) nothing contained in the Plan, and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims against, or any Equity Interests in, any Debtor, or any Causes of Action by or against any Debtor or any other Person, (ii) prejudice in any manner the rights of any Debtor or any other Person in any further proceedings involving a Debtor, or (iii) constitute an admission of any sort by any Debtor or any other Person.

11.15     Exemption from Transfer Taxes. Pursuant to Bankruptcy Code section 1146, the vesting of the Liquidation Trust Assets in the Liquidation Trust, the vesting of the Wind-Down Assets in the Wind-Down Entity, the issuance, transfer, or exchange of notes or equity securities under the Plan, the creation of any mortgage, deed of trust, lien, pledge, or other security interest, or the making or assignment of any lease or sublease, or making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax.

11.16      Computation of Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

11.17      Transactions on Easiness Days. If the Effective Date or any other date on which a transaction may occur under the Plan shall occur on a day that is not a Business Day, any transactions or other actions contemplated by the Plan to occur on such day shall instead occur on the next succeeding Business Day.

11.18      Good Faith. Confirmation of the Plan shall constitute a conclusive determination that: (a) the Plan, and all the transactions and settlements contemplated thereby, have been proposed in good faith and in compliance with all applicable provisions of the Bankruptcy Code and the Bankruptcy Rules; and (b) the solicitation of acceptances or rejections of the Plan has been in good faith and in compliance with all applicable provisions of the Bankruptcy Code, and the Bankruptcy Rules, and, in each case, that the Debtors and all Related Parties have acted in good faith in connection therewith.

11.19      Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), (a) the laws of the State of Delaware shall govern the construction and implementation of the Plan and (except as may be provided otherwise in any such agreements, documents, or instruments) any agreements, documents, and instruments executed in connection with the Plan and (b) the laws of the state of incorporation or formation of each Debtor shall govern corporate or limited liability company governance matters with respect to such Debtor; in each case without giving effect to the principles of conflicts of law thereof. Any applicable nonbankruptcy law that would prohibit, limit, or otherwise restrict implementation of the Plan based on (i) the commencement of the Chapter 11 Cases, (ii) the appointment of the Liquidation Trustee or the Wind-Down CEO or the Remaining Debtors Manager, (iii) the wind down of the Debtors, (iv) the liquidation of some or all of the Liquidation Trust Assets or the Wind-Down Assets, or (v) any other act or action to be done pursuant to or contemplated by the Plan is superseded and rendered inoperative by the Plan and federal bankruptcy law.

60

11.20      Notices. Following the Effective Date, all pleadings and notices Filed in the Chapter 11 Cases shall be served solely on (a) the Liquidation Trust and its counsel, (b) the U.S. Trustee, (c) any Person whose rights are affected by the applicable pleading or notice, and (d) any Person Filing a specific request for notices and papers on and after the Effective Date.

11.21      Final Decree. Upon the Liquidation Trustee’s determination that all Claims have been Allowed, disallowed, expunged, or withdrawn and that all Wind-Down Assets and Liquidation Trust Assets have been liquidated, abandoned, or otherwise administered, the Liquidation Trust shall move for the entry of the Final Decree with respect to the Remaining Debtors. On entry of the Final Decree, the Wind-Down CEO, the Wind-Down Board, the Liquidation Trustee, the Liquidation Trust Supervisory Board, the Remaining Debtors Manager, and their respective Related Parties, in each case to the extent not previously discharged by the Bankruptcy Court, shall be deemed discharged and have no further duties or obligations to any Person.

11.22      Closing of Certain Chapter 11 Cases. On the Effective Date, the Chapter 11 Cases for all Debtors other than the Remaining Debtors will be deemed closed and no further fees in respect of such closed cases will thereafter accrue or be payable to any Person. As soon as practicable after the Effective Date, the Liquidation Trust shall submit a separate order to the Bankruptcy Court under certification of counsel closing the Chapter 11 Cases for all Debtors other than the Remaining Debtors. The Liquidation Trust may at any point File a motion to close the Chapter 11 Case for either of the Remaining Debtors.

11.23     Additional Documents.On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors, the Wind-Down Entity, and the Liquidation Trust, as applicable, and all Holders receiving Distributions pursuant to the Plan and all other parties in interest may, from time to time, prepare, execute, and deliver any agreements or documents and take any other acts as may be necessary or advisable to effectuate the provisions and intent of the Plan.

11.24      Conflicts with the Plan. In the event and to the extent that any provision of the Plan is inconsistent with the provisions of the Disclosure Statement, any other order entered in the Chapter 11 Cases, or any other agreement to be executed by any Person pursuant to the Plan, the provisions of the Plan shall control and take precedence; provided, however, that the Confirmation Order shall control and take precedence in the event of any inconsistency between the Confirmation Order, any provision of the Plan, and any of the foregoing documents.

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61

ARTICLE XII

REQUEST FOR CONFIRMATION AND RECOMMENDATION

12.1        Request for Confirmation. The Debtors request confirmation of the Plan in accordance with Bankruptcy Code section 1129.

12.2        Recommendation. The Debtors believe that confirmation and implementation of the Plan are the best alternative under the circumstances and urge all Impaired Creditors entitled to vote on the Plan to vote in favor of and support confirmation of the Plan.

Respectfully submitted,
Woodbridge Group of Companies, LLC, et al.
By:	/s/Bradley D. Sharp
	Name:	Bradley D. Sharp
	Title:	Chief Restructuring Officer
		WGC Independent Manager, LLC

62

Exhibit 1

List of the Debtors

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
1	215 North 12th Street, LLC	3105	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
2	695 Buggy Circle, LLC	4827	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
3	Addison Park Investments, LLC	5888	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
4	Anchorpoint Investments, LLC	5530	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
5	Arborvitae Investments, LLC	3426	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
6	Archivolt Investments, LLC	8542	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
7	Arlington Ridge Investments, LLC	8879	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
8	Arrowpoint Investments, LLC	7069	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
9	Baleroy Investments, LLC	9851	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
10	Basswood Holding, LLC	2784	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
11	Bay Village Investments, LLC	3221	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
12	Bear Brook Investments, LLC	3387	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
13	Beech Creek Investments, LLC	0963	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
14	Bellflower Funding, LLC	0156	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
15	Bishop White Investments, LLC	8784	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
16	Black Bass Investments, LLC	0884	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
17	Black Locust Investments, LLC	3159	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
18	Blazingstar Funding, LLC	3953	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
19	Bluff Point Investments, LLC	6406	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
20	Bowman Investments, LLC	9670	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
21	Bramley Investments, LLC	9020	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
22	Brise Solell Investments, LLC	9998	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
23	Broadsands Investments, LLC	2687	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
24	Brynderwen Investments, LLC	6305	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
25	Buggy Circle Holdings, LLC	0850	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
26	Cablestay Investments, LLC	3442	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
27	Cannington Investments, LLC	4303	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
28	Carbondale Doocy, LLC	3616	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
29	Carbondale Glen Lot A-5, LLC	0728	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
30	Carbondale Glen Lot D-22, LLC	1907	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
31	Carbondale Glen Lot E-24, LLC	4987	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
32	Carbondale Glen Lot GV-13, LLC	6075	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
33	Carbondale Glen Lot L-2, LLC	1369	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
34	Carbondale Glen Lot SD-14, LLC	5515	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
35	Carbondale Glen Lot SD-23, LLC	4775	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
36	Carbondale Glen Mesa Lot 19, LLC	6376	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 1

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
37	Carbondale Glen River Mesa, LLC	6926	14140 Ventura Blvd., #302, Sherman Oaks. CA 91423
38	Carbondale Glen Sundance Ponds, LLC	0113	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
39	Carbondale Glen Sweetgrass Vista, LLC	7510	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
40	Carbondale Peaks Lot L-1, LLC	6563	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
41	Carbondale Spruce 101, LLC	6126	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
42	Carbondale Sundance Lot 15, LLC	1131	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
43	Carbondale Sundance Lot 16, LLC	0786	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
44	Castle Pines Investments, LLC	4123	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
45	Centershot Investments, LLC	9391	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
46	Chaplin Investments, LLC	3215	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
47	Chestnut Investments, LLC	9809	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
48	Chestnut Ridge Investments, LLC	3815	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
49	Clover Basin Investments, LLC	8470	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
50	Coffee Creek Investments, LLC	9365	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
51	Craven Investments, LLC	0994	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
52	Crossbeam Investments, LLC	2940	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
53	Crowfield Investments, LLC	4030	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
54	Crystal Valley Holdings, LLC	4942	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
55	Crystal Woods Investments, LLC	2816	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
56	Cuco Settlement, LLC	1418	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
57	Daleville Investments, LLC	2915	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
58	Deerfield Park Investments, LLC	2296	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
59	Derbyshire Investments, LLC	3735	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
60	Diamond Cove Investments, LLC	9809	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
61	Dixville Notch Investments, LLC	0257	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
62	Dogwood Valley Investments, LLC	5898	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
63	Dollis Brook Investments, LLC	4042	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
64	Donnington Investments, LLC	2744	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
65	Doubleleaf Investments, LLC	7075	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
66	Drawspan Investments, LLC	5457	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
67	Eldredge Investments, LLC	1579	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
68	Elstar Investments, LLC	3731	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
69	Emerald Lake Investments, LLC	2276	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
70	Fieldpoint Investments, LLC	2405	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
71	Franconia Notch Investments, LLC	7325	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
72	Frog Rock Investments, LLC	0623	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 2

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
73	Gateshead Investments, LLC	1537	14140 Ventura Blvd., #302, Sherman Oaks. CA 91423
74	Glenn Rich Investments, LLC	7350	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
75	Goose Rocks Investments, LLC	5453	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
76	Goosebrook Investments, LLC	3737	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
77	Graeme Park Investments, LLC	8869	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
78	Grand Midway Investments, LLC	1671	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
79	Gravenstein Investments, LLC	2195	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
80	Green Gables Investments, LLC	1347	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
81	Grenadier Investments, LLC	1772	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
82	Grumblethorpe Investments, LLC	9318	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
83	H10 Deerfield Park Holding Company, LLC	8117	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
84	H11 Silk City Holding Company, LLC	5002	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
85	H12 White Birch Holding Company, LLC	9593	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
86	H13 Bay Village Holding Company, LLC	8917	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
87	H14 Dixville Notch Holding Company, LLC	5633	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
88	H15 Bear Brook Holding Company, LLC	0030	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
89	H16 Monadnock Holding Company, LLC	3391	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
90	H17 Pemigewasset Holding Company, LLC	9026	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
91	H18 Massabesic Holding Company, LLC	0852	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
92	H19 Emerald Lake Holding Company, LLC	1570	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
93	H2 Arlington Ridge Holding Company, LLC	9930	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
94	H20 Bluff Point Holding Company, LLC	7342	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
95	H21 Summerfree Holding Company, LLC	4453	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
96	H22 Papirovka Holding Company, LLC	8821	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
97	H23 Pinova Holding Company, LLC	0307	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
98	H24 Stayman Holding Company, LLC	0527	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
99	H25 Elstar Holding Company, LLC	3243	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
100	H26 Gravenstein Holding Company, LLC	4323	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
101	H27 Grenadier Holding Company, LLC	2590	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
102	H28 Black Locust Holding Company, LLC	6941	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
103	H29 Zestar Holding Company, LLC	4093	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
104	H30 Silver Maple Holding Company, LLC	9953	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
105	H31 Addison Park Holding Company, LLC	0775	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
106	H32 Arborvitae Holding Company, LLC	7525	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
107	H33 Hawthorn Holding Company, LLC	4765	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
108	H35 Hornbeam Holding Company, LLC	5290	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 3

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
109	H36 Sturmer Pippin Holding Company, LLC	1256	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
110	H37 Idared Holding Company, LLC	3378	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
111	H38 Mutsu Holding Company, LLC	5889	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
112	H39 Haralson Holding Company, LLC	0886	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
113	H4 Pawtuckaway Holding Company, LLC	9299	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
114	H40 Bramley Holding Company, LLC	7162	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
115	H41 Grumblethorpe Holding Company, LLC	0106	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
116	H43 Lenni Heights Holding Company, LLC	7951	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
117	H44 Green Gables Holding Company, LLC	2248	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
118	H46 Beech Creek Holding Company, LLC	0050	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
119	H47 Summit Cut Holding Company, LLC	6912	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
120	H49 Bowman Holding Company, LLC	1694	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
121	H5 Chestnut Ridge Holding Company, LLC	5244	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
122	H50 Sachs Bridge Holding Company, LLC	3049	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
123	H51 Old Carbon Holding Company, LLC	1911	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
124	H52 Willow Grove Holding Company, LLC	2112	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
125	H53 Black Bass Holding Company, LLC	3505	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
126	H54 Seven Stars Holding Company, LLC	8432	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
127	H55 Old Maitland Holding Company, LLC	3887	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
128	H56 Craven Holding Company, LLC	1344	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
129	H58 Baleroy Holding Company, LLC	1881	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
130	H59 Rising Sun Holding Company, LLC	5554	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
131	H6 Lilac Meadow Holding Company, LLC	4921	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
132	H60 Moravian Holding Company, LLC	3179	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
133	H61 Grand Midway Holding Company, LLC	4835	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
134	H64 Pennhurst Holding Company, LLC	1251	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
135	H65 Thornbury Farm Holding Company, LLC	7454	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
136	H66 Heilbron Manor Holding Company, LLC	7245	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
137	H68 Graeme Park Holding Company, LLC	2736	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
138	H7 Dogwood Valley Holding Company, LLC	7002	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
139	H70 Bishop White Holding Company, LLC	6161	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
140	H74 Imperial Aly Holding Company, LLC	7948	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
141	H76 Diamond Cove Holding Company, LLC	0315	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
142	H8 Melody Lane Holding Company, LLC	4011	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
143	H9 Strawberry Fields Holding Company, LLC	4464	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
144	Hackmatack Investments, LLC	8293	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 4

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
145	Haffenburg Investments, LLC	1472	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
146	Haralson Investments, LLC	8946	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
147	Harringworth Investments, LLC	5770	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
148	Hawthorn Investments, LLC	3463	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
149	Hazelpoint Investments, LLC	3824	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
150	Heilbron Manor Investments, LLC	7818	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
151	Hollyline Holdings, LLC	4412	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
152	Hollyline Owners, LLC	2556	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
153	Hornbeam Investments, LLC	9532	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
154	Idared Investments, LLC	7643	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
155	Imperial Aly Investments, LLC	7940	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
156	Ironsides Investments, LLC	2351	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
157	Kirkstead Investments, LLC	3696	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
158	Lenni Heights Investments, LLC	6691	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
159	Lilac Meadow Investments, LLC	4000	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
160	Lilac Valley Investments, LLC	7274	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
161	Lincolnshire Investments, LLC	0533	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
162	Lonetree Investments, LLC	5194	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
163	Longbourn Investments, LLC	2888	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
164	M10 Gateshead Holding Company, LLC	8924	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
165	M11 Anchorpoint Holding Company, LLC	1946	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
166	M13 Cablestay Holding Company, LLC	9809	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
167	M14 Crossbeam Holding Company, LLC	3109	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
168	M15 Doubleleaf Holding Company, LLC	9523	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
169	M16 Kirkstead Holding Company, LLC	8119	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
170	M17 Lincolnshire Holding Company, LLC	9895	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
171	M19 Arrowpoint Holding Company, LLC	4378	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
172	M22 Drawspan Holding Company, LLC	0325	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
173	M24 Fieldpoint Holding Company, LLC	6210	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
174	M25 Centershot Holding Company, LLC	2128	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
175	M26 Archivolt Holding Company, LLC	6436	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
176	M27 Brise Soleil Holding Company, LLC	2821	14140 Ventura Blvd., #302, Sherman Oaks. CA 91423
177	M28 Broadsands Holding Company, LLC	9424	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
178	M29 Brynderwen Holding Company, LLC	0685	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
179	M31 Cannington Holding Company, LLC	0667	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
180	M32 Dollis Brook Holding Company, LLC	2873	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 5

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
181	M33 Harringworth Holding Company, LLC	7830	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
182	M34 Quarterpost Holding Company, LLC	2780	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
183	M36 Springline Holding Company, LLC	0908	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
184	M37 Topchord Holding Company, LLC	2131	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
185	M38 Pemberley Holding Company, LLC	1154	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
186	M39 Derbyshire Holding Company, LLC	6509	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
187	M40 Longbourn Holding Company, LLC	3893	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
188	M41 Silverthorne Holding Company, LLC	6930	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
189	M43 White Dome Holding Company, LLC	1327	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
190	M44 Wildernest Holding Company, LLC	7546	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
191	M45 Clover Basin Holding Company, LLC	6677	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
192	M46 Owl Ridge Holding Company, LLC	0546	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
193	M48 Vallecito Holding Company, LLC	0739	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
194	M49 Squaretop Holding Company, LLC	4325	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
195	M5 Stepstone Holding Company, LLC	1473	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
196	M50 Wetterhorn Holding Company, LLC	9936	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
197	M51 Coffee Creek Holding Company, LLC	2745	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
198	M53 Castle Pines Holding Company, LLC	3398	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
199	M54 Lonetree Holding Company, LLC	2356	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
200	M56 Haffenburg Holding Company, LLC	3780	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
201	M57 Ridgecrest Holding Company, LLC	2759	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
202	M58 Springvale Holding Company, LLC	6656	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
203	M60 Thunder Basin Holding Company, LLC	4560	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
204	M61 Mineola Holding Company, LLC	8989	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
205	M62 Sagebrook Holding Company, LLC	5717	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
206	M63 Crowfield Holding Company, LLC	7092	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
207	M67 Mountain Spring Holding Company, LLC	5385	14140 Ventura Blvd., #302, Sherman Oaks. CA 91423
208	M68 Goosebrook Holding Company, LLC	9434	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
209	M70 Pinney Holding Company, LLC	1495	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
210	M71 Eldredge Holding Company, LLC	6338	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
211	M72 Daleville Holding Company, LLC	8670	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
212	M73 Mason Run Holding Company, LLC	5691	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
213	M74 Varga Holding Company, LLC	2322	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
214	M75 Riley Creek Holding Company, LLC	7226	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
215	M76 Chaplin Holding Company, LLC	9267	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
216	M77 Frog Rock Holding Company, LLC	1849	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 6

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
217	M79 Chestnut Company, LLC	0125	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
218	M80 Hazelpoint Holding Company, LLC	2703	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
219	M83 Mt. Holly Holding Company, LLC	7897	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
220	M85 Glenn Rich Holding Company, LLC	7844	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
221	M86 Steele Hill Holding Company, LLC	8312	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
222	M87 Hackmatack Hills Holding Company, LLC	9583	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
223	M88 Franconia Notch Holding Company, LLC	8184	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
224	M89 Mount Washington Holding Company, LLC	8012	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
225	M9 Donnington Holding Company, LLC	7114	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
226	M90 Merrimack Valley Holding Company, LLC	0547	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
227	M91 Newville Holding Company, LLC	6748	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
228	M92 Crystal Woods Holding Company, LLC	5806	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
229	M93 Goose Rocks Holding Company, LLC	5189	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
230	M94 Winding Road Holding Company, LLC	8229	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
231	M95 Pepperwood Holding Company, LLC	3660	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
232	M96 Lilac Valley Holding Company, LLC	0412	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
233	M97 Red Woods Holding Company, LLC	2190	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
234	M99 Ironsides Holding Company, LLC	8261	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
235	Mason Run Investments, LLC	0644	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
236	Massabesic Investments, LLC	6893	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
237	Melody Lane Investments, LLC	0252	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
238	Merrimack Valley Investments, LLC	7307	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
239	Mineola Investments, LLC	9029	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
240	Monadnock Investments, LLC	3513	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
241	Moravian Investments, LLC	6854	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
242	Mount Washington Investments, LLC	2061	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
243	Mountain Spring Investments, LLC	3294	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
244	Mt, Holly Investments, LLC	7337	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
245	Mutsu Investments, LLC	8020	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
246	Newville Investments, LLC	7973	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
247	Old Carbon Investments, LLC	6858	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
248	Old Maitland Investments, LLC	9114	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
249	Owl Ridge Investments, LLC	8792	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
250	Papirovka Investments, LLC	5472	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
251	Pawtuckaway Investments, LLC	3152	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
252	Pemberley Investments, LLC	9040	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 7

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
253	Pemigewasset Investments, LLC	6827	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
254	Pennhurst Investments, LLC	7313	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
255	Pepperwood Investments, LLC	7950	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
256	Pinney Investments, LLC	0132	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
257	Pinova Investments, LLC	3468	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
258	Quarterpost Investments, LLC	4802	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
259	Red Woods Investments, LLC	6065	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
260	Ridgecrest Investments, LLC	9696	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
261	Riley Creek Investments, LLC	0214	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
262	Rising Sun Investments, LLC	6846	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
263	Sachs Bridge Investments, LLC	8687	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
264	Sagebrook Investments, LLC	1464	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
265	Seven Stars Investments, LLC	6994	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
266	Silk City Investments, LLC	1465	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
267	Silver Maple Investments, LLC	9699	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
268	Silverleaf Funding, LLC	9877	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
269	Silverthorne Investments, LLC	8840	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
270	Springline Investments, LLC	7321	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
271	Springvale Investments, LLC	6181	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
272	Squaretop Investments, LLC	4466	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
273	Stayman Investments, LLC	9090	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
274	Steele Hill Investments, LLC	7340	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
275	Stepstone Investments, LLC	7231	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
276	Strawberry Fields Investments, LLC	0355	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
277	Sturmer Pippin Investments, LLC	6686	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
278	Summerfree Investments, LLC	1496	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
279	Summit Cut Investments, LLC	0876	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
280	Thornbury Farm Investments, LLC	3083	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
281	Thunder Basin Investments, LLC	7057	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
282	Topchord Investments, LLC	4007	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
283	Vallecito Investments, LLC	8552	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
284	Varga Investments, LLC	7136	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
285	Wall 123, LLC	Not yet obtained	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
286	Wetterhorn Investments, LLC	0171	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
287	White Birch Investments, LLC	1555	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
288	White Dome Investments, LLC	2729	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 8

Exhibit 1

	Debtor Name	Tax ID (Last Four Digits)	Address
289	Whiteacire Funding, LLC	2998	14140 Ventura Blvd.. #302. Sherman Oaks. CA 91423
290	Wildernest Investments, LLC	1375	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
291	Willow Grove Investments, LLC	6588	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
292	Winding Road Investments, LLC	8169	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
293	WMF Management, LLC	9238	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
294	Woodbridge Capital Investments, LLC	6081	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
295	Woodbridge Commercial Bridge Loan Fund 1, LLC	8318	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
296	Woodbridge Commercial Bridge Loan Fund 2, LLC	3649	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
297	Woodbridge Group of Companies, LLC	3603	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
298	Woodbridge Investments, LLC	8557	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
299	Woodbridge Mezzanine Fund 1, LLC	2753	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
300	Woodbridge Mortgage Investment Fund 1, LLC	0172	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
301	Woodbridge Mortgage Investment Fund 2, LLC	7030	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
302	Woodbridge Mortgage Investment Fund 3, LLC	9618	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
303	Woodbridge Mortgage Investment Fund 3A, LLC	8525	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
304	Woodbridge Mortgage Investment Fund 4, LLC	1203	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
305	Woodbridge Structured Funding, LLC	3593	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423
306	Zestar Investments, LLC	3233	14140 Ventura Blvd., #302, Sherman Oaks, CA 91423

Page 9

Exhibit B

Notice of Confirmation and Effective Date

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
WOODBRIDGE GROUP OF COMPANIES, LLC, et al.,1	Case No. 17-12560 (KJC),
	(Jointly Administered)
Debtors.	Ref. Docket Nos. 2397 and _____

NOTICE OF CONFIRMATION OF, AND EFFECTIVE DATE OF, FIRST AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION OF WOODBRIDGE GROUP OF COMPANIES, LLC 
AND ITS AFFILIATED DEBTORS

PLEASE TAKE NOTICE OF THE FOLLOWING:

1.       Confirmation Order. On October __, 2018, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered an order [Docket No. ] (the “Confirmation Order”) confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. 2397] (including all exhibits thereto, and as amended, supplemented, or modified from time to time pursuant to the terms thereof, the “Plan”)² in the chapter 11 cases of the above-captioned debtors (collectively, the “Debtors”).

2.       Effective Date. The Effective Date of the Plan occurred on [Date], 2018.

3.       Professional Fee Claims. As provided in Section 11.2 of the Plan, all final requests for payment of Professional Fee Claims pursuant to Bankruptcy Code sections 327, 328, 330. 331, 363, 503(b), or 1103 must be made by application Filed with the Bankruptcy Court and served on counsel to the Liquidation Trust and counsel to the U.S. Trustee no later than [insert date → forty-five (45) calendar days after the Effective Date], unless otherwise ordered by the Bankruptcy Court. Objections to such applications must be Filed and served on counsel to the Liquidation Trust, counsel to the U.S. Trustee, and the requesting Professional on or before the date that is twenty-one (21) calendar days after the date on which the applicable application was served (or such longer period as may be allowed by order of the Bankruptcy Court or by agreement with the requesting Professional). All Professional Fee Claims shall be paid by the Liquidation Trust to the extent approved by order of the Bankruptcy Court within five (5) Business Days after entry of such order.

4.       Administrative Claims Bar Date. As provided in Section 11.1 of the Plan, all requests for payment of Administrative Claims (other than Professional Fee Claims) must be Filed with the Bankruptcy Court on or before [insert date → the first Business Day that is at least thirty-five (35) calendar days after the Effective Date]. The failure to File a motion requesting allowance of an Administrative Claim on or before the Administrative Claims Bar Date, or the failure to serve such motion timely and properly, shall result in the Administrative Claim being forever barred and disallowed without further order of the Bankruptcy Court. If for any reason any such Administrative Claim is incapable of being forever barred and disallowed, then the Holder of such Claim shall in no event have recourse to any property to be distributed pursuant to the Plan. In the event of an objection to allowance of an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim.

¹ The last four digits of Woodbridge Group of Companies, LLC’s federal tax identification number are 3603. The mailing address for Woodbridge Group of Companies, LLC is 14140 Ventura Boulevard #302, Sherman Oaks. California 91423. Due to the large number of debtors in these cases, a complete list of the Debtors, the last four digits of their federal tax identification numbers, and their addresses is attached to the Plan as Exhibit 1 and may be obtained on the website of the Debtors’ noticing and claims agent at www.gardencitygroup.com/cases/WGC.

² Unless otherwise defined in this notice, capitalized terms used in this notice shall have the meanings ascribed to those Defined Terms in the Plan.

5.       Claims Based on Rejection of Executory Contracts or Unexpired Leases. Pursuant to Article VI of the Plan, except as otherwise provided therein, as of the Effective Date the Debtors (i) assumed all executory contracts and unexpired leases that are listed on the Schedule of Assumed Agreements and assigned such contracts and leases to the Wind-Down Entity and (ii) rejected all executory contracts and unexpired leases that are not listed on the Schedule of Assumed Agreements. Proofs of Claim with respect to Claims arising from the rejection of executory contracts and unexpired leases under the Plan, if any, must be Filed with the Bankruptcy Court and served no later than [insert date → the first Business Day that is at least thirty (30) calendar days after the Effective Date]. Any Rejection Claim for which a Proof of Claim is not timely Filed pursuant to Section 6.2.2 of the Plan will be forever disallowed, barred, and unenforceable, and Persons holding such Claims will not receive and be barred from receiving any Distributions on account of such untimely Claims.

6.       Claim Objections. Pursuant to Section 8.2 of the Plan, all objections to Claims (other than Professional Fee Claims) shall be Filed by the Liquidation Trust on or before [insert date, 2019 → the first Business Day that is at least 180 calendar days after the Effective Date], which date may be extended as set forth in the Plan.

7.       Binding Effect of Plan. Confirmation of the Plan binds each Holder of a Claim or Equity Interest to all the terms and conditions of the Plan, whether or not such Holder’s Claim or Equity Interest is Allowed, whether or not such Holder holds a Claim or Equity Interest that is in a Class that is Impaired under the Plan, and whether or not such Holder has accepted the Plan.

8.       Inquiries by Interested Parties. Copies of the Confirmation Order and the Plan may be examined free of charge on the website of the Debtors’ claims agent at http://cases.gardencitygroup.com/wgc. The Confirmation Order and the Plan are also on file with the Bankruptcy Court and may be viewed by accessing the Bankruptcy Court’s website at www.deb.uscourts.gov. To access documents on the Bankruptcy Court’s website, you will need a PACER password and login, which can be obtained at https://www.pacer.gov.

Dated:____________ , 2018

Wilmington, Delaware

/s/DRAFT
YOUNG CONAWAY STARGATT & TAYLOR LLP		KLEE, TUCHIN, BOGDANOFF & STERN LLP
Sean M. Beach (No. 4070)		Kenneth N. Klee (pro hac vice)
Edmon L. Morton (No. 3856)		Michael L. Tuchin (pro hac vice)
Ian J. Bambrick (No. 5455)	and	David A. Fidler (pro hac vice)
Betsy L. Feldman (No. 6410)		Jonathan M. Weiss (pro hac vice)
Rodney Square		1999 Avenue of the Stars, 39th Floor
1000 North King Street		Los Angeles. California 90067
Wilmington, Delaware 19801		Tel:     (310) 407-4000
Tel: (302) 571-6600		Fax:     (310) 407-9090
Fax: (302) 571-1253

Counsel to the Debtors and Debtors in Possession

2

Exhibit C

Form of Final Decree Order

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
WOODBRIDGE GROUP OF COMPANIES, LLC,1	Case No. 17-12560 (KJC)
Debtor.
Tax I.D. No. 47-5653603
In re:	Chapter 11
215 NORTH 12TH STREET, LLC,	Case No. 17-12561 (KJC)
Debtor.
Tax I.D. No. 46-5663105
In re:	Chapter 11
H31 ADDISON PARK HOLDING COMPANY, LLC,	Case No. 17-12562 (KJC)
Debtor.
Tax I.D. No. 30-0920775
In re:	Chapter 11
ADDISON PARK INVESTMENTS, LLC,	Case No. 17-12563 (KJC)
Debtor.
Tax I.D. No. 81-4575888

¹                The last four digits of Woodbridge Group of Companies. LLC’s federal tax identification number are 3603. The mailing address for Woodbridge Group of Companies, LLC is 14140 Ventura Blvd #302, Sherman Oaks, California 91423. Due to the large number of debtors in these cases, which are being jointly administered for procedural purposes only, a complete list of the Debtors, the last four digits of their federal tax identification numbers, and their addresses are not provided herein. A complete list of such information may be obtained on the website of the Debtors’ noticing and claims agent at www.gardencitygroup.com/cases/WGC, or by contacting the undersigned counsel for the Debtors.

In re:	Chapter 11
Ml1 ANCHORPOINT HOLDING COMPANY, LLC,	Case No. 17-12565 (KJC)
Debtor.
Tax I.D. No. 32-0441946
In re:	Chapter 11
ANCHORPOINT INVESTMENTS, LLC,	Case No. 17-12566 (KJC)
Debtor.
Tax I.D. No. 47-1085530
In re:	Chapter 11
H32 ARBORVITAE HOLDING COMPANY, LLC,	Case No. 17-12567 (KJC)
Debtor.
Tax I.D. No. 32-0487525
In re:	Chapter 11
ARBORVITAE INVESTMENTS, LLC,	Case No. 17-12572 (KJC)
Debtor.
Tax I.D. No. 81-2833426
In re:	Chapter 11
M26 ARCHIVOLT HOLDING COMPANY, LLC,	Case No. 17-12573 (KJC)
Debtor.
Tax I.D. No. 30-0836436

2

In re:	Chapter 11
ARCHIVOLT INVESTMENTS, LLC,	Case No. 17-12574 (KJC)
Debtor.
Tax ID. No. 47-2178542
In re:	Chapter 11
H2 ARLINGTON RIDGE HOLDING COMPANY, LLC,	Case No. 17-12575 (KJC)
Debtor.
Tax I.D. No. 32-0479930
In re:	Chapter 11
ARLINGTON RIDGE INVESTMENTS, LLC,	Case No. 17-12576 (KJC)
Debtor.
Tax I.D. No. 81-0778879
In re:	Chapter 11
Ml9 ARROWPOINT HOLDING COMPANY, LLC,	Case No. 17-12577 (KJC)
Debtor.
Tax I.D. No. 38-3934378
In re:	Chapter 11
ARROWPOINT INVESTMENTS, LLC,	Case No. 17-12578 (KJC)
Debtor.
Tax I.D. No. 61-1747069

3

In re:	Chapter 11
H58 BALEROY HOLDING COMPANY, LLC,	Case No. 17-12579 (KJC)
Debtor.
Tax I.D. No. 38-4011881
In re:	Chapter 11
BALEROY INVESTMENTS, LLC,	Case No. 17-12580 (KJC)
Debtor.
Tax I.D. No. 81-4079851
In re:	Chapter 11
BASSWOOD HOLDING, LLC,	Case No. 17-12600 (KJC)
Debtor.
Tax I.D. No. 35-2612784
In re:	Chapter 11
H13 BAY VILLAGE HOLDING COMPANY, LLC,	Case No. 17-12591 (KJC)
Debtor.
Tax I.D. No. 32-0498917
In re:	Chapter 11
BAY VILLAGE INVESTMENTS, LLC,	Case No. 17-12604 (KJC)
Debtor.
Tax I.D. No. 81-3173221

4

In re:	Chapter 11
H15 BEAR BROOK HOLDING COMPANY, LLC,	Case No. 17-12607 (KJC)
Debtor.
Tax I.D. No. 37-1800030
In re:	Chapter 11
BEAR BROOK INVESTMENTS, LLC,	Case No. 17-12610 (KJC)
Debtor.
Tax I.D. No. 81-2393387
In re:	Chapter 11
H46 BEECH CREEK HOLDING COMPANY, LLC,	Case No. 17-12612 (KJC)
Debtor.
Tax I.D. No. 36-4840050
In re:	Chapter 11
BEECH CREEK INVESTMENTS, LLC,	Case No. 17-12616 (KJC)
Debtor.
Tax I.D. No. 37-1830963
In re:	Chapter 11
H70 BISHOP WHITE HOLDING COMPANY, LLC,	Case No. 17-12619 (KJC)
Debtor.
Tax I.D. No. 36-4856161

5

In re:	Chapter 11
BISHOP WHITE INVESTMENTS, LLC,	Case No. 17-12623 (KJC)
Debtor.
Tax I.D. No. 61-1818784
In re:	Chapter 11
H53 BLACK BASS HOLDING COMPANY, LLC,	Case No. 17-12639 (KJC)
Debtor.
Tax I.D. No. 36-4843505
In re:	Chapter 11
BLACK BASS INVESTMENTS, LLC,	Case No. 17-12641 (KJC)
Debtor.
Tax I.D. No. 32-0550884
In re:	Chapter 11
H28 BLACK LOCUST HOLDING COMPANY, LLC,	Case No. 17-12647 (KJC)
Debtor.
Tax I.D. No. 32-0486941
In re:	Chapter 11
BLACK LOCUST INVESTMENTS, LLC,	Case No. 17-12648 (KJC)
Debtor.
Tax I.D. No. 81-2833159

6

In re:	Chapter 11
H20 BLUFF POINT HOLDING COMPANY, LLC,	Case No. 17-12715 (KJC)
Debtor.
Tax I.D. No. 36-4827342
In re:	Chapter 11
BLUFF POINT INVESTMENTS, LLC,	Case No. 17-12722 (KJC)
Debtor.
Tax I.D. No. 36-4856406
In re:	Chapter 11
H49 BOWMAN HOLDING COMPANY, LLC,	Case No. 17-12725 (KJC)
Debtor.
Tax I.D. No. 32-0501694
In re:	Chapter 11
BOWMAN INVESTMENTS, LLC,	Case No. 17-12753 (KJC)
Debtor.
Tax I.D. No. 32-0549670
In re:	Chapter 11
M27 BRISE SOLEIL HOLDING COMPANY, LLC,	Case No. 17-12760 (KJC)
Debtor.
Tax I.D. No. 32-0452821

7

In re:	Chapter 11
BRISE SOLEIL INVESTMENTS, LLC,	Case No. 17-12762 (KJC)
Debtor.
Tax I.D. No. 47-2519998
In re:	Chapter 11
H40 BRAMLEY HOLDING COMPANY, LLC,	Case No. 17-12766 (KJC)
Debtor.
Tax I.D. No. 61-1787162
In re:	Chapter 11
BRAMLEY INVESTMENTS, LLC,	Case No. 17-12769 (KJC)
Debtor.
Tax I.D. No. 82-3049020
In re:	Chapter 11
M28 BROADSANDS HOLDING COMPANY, LLC,	Case No. 17-12773 (KJC)
Debtor.
Tax I.D. No. 38-4049424
In re:	Chapter 11
BROADSANDS INVESTMENTS, LLC,	Case No. 17-12777 (KJC)
Debtor.
Tax I.D. No. 82-3682687

8

In re:	Chapter 11
M29 BRYNDERWEN HOLDING COMPANY, LLC,	Case No. 17-12781 (KJC)
Debtor.
Tax I.D. No. 32-0520685
In re:	Chapter 11
BRYNDERWEN INVESTMENTS, LLC,	Case No. 17-12793 (KJC)
Debtor.
Tax I.D. No. 82-0936305
In re:	Chapter 11
M13 CABLESTAY HOLDING COMPANY, LLC,	Case No. 17-12795 (KJC)
Debtor.
Tax I.D. No. 61-1739809
In re:	Chapter 11
CABLESTAY INVESTMENTS, LLC,	Case No. 17-12798 (KJC)
Debtor.
Tax I.D. No. 47-1433442
In re:	Chapter 11
M31 CANNINGTON HOLDING COMPANY, LLC,	Case No. 17-12801 (KJC)
Debtor.
Tax I.D. No. 61-1750667

9

In re:	Chapter 11
CANNINGTON INVESTMENTS, LLC,	Case No. 17-12803 (KJC)
Debtor.
Tax I.D. No. 47-2654303
In re:	Chapter 11
CARBONDALE DOOCY, LLC,	Case No. 17-12805 (KJC)
Debtor.
Tax I.D. No. 38-3983616
In re:	Chapter 11
CARBONDALE GLEN LOT A-5, LLC,	Case No. 17-12807 (KJC)
Debtor.
Tax I.D. No. 46-5010728
In re:	Chapter 11
CARBONDALE GLEN LOT D-22, LLC,	Case No. 17-12809 (KJC)
Debtor.
Tax I.D. No. 46-3971907
In re:	Chapter 11
CARBONDALE GLEN LOT E-24, LLC,	Case No. 17-12811 (KJC)
Debtor.
Tax I.D. No. 46-4954987

10

In re:	Chapter 11
CARBONDALE GLEN LOT GV-13, LLC,	Case No. 17-12813 (KJC)
Debtor.
Tax I.D. No. 46-4846075
In re:	Chapter 11
CARBONDALE GLEN LOT SD-23, LLC,	Case No. 17-12815 (KJC)
Debtor.
Tax I.D. No. 47-1204775
In re:	Chapter 11
CARBONDALE GLEN LOT SD-14, LLC,	Case No. 17-12817 (KJC)
Debtor.
Tax I.D. No. 46-4995515
In re:	Chapter 11
CARBONDALE GLEN MESA LOT 19, LLC,	Case No. 17-12819 (KJC)
Debtor.
Tax I.D. No. 46-5306376
In re:	Chapter 11
CARBONDALE GLEN RIVER MESA, LLC,	Case No. 17-12820 (KJC)
Debtor.
Tax I.D. No. 47-1686926

11

In re:	Chapter 11
CARBONDALE GLEN SUNDANCE PONDS, LLC,	Case No. 17-12822 (KJC)
Debtor.
Tax I.D. No. 47-1720113
In re:	Chapter 11
CARBONDALE GLEN SWEETGRASS VISTA, LLC,	Case No. 17-12564 (KJC)
Debtor.
Tax I.D. No. 46-5277510
In re:	Chapter 11
CARBONDALE SPRUCE 101, LLC,	Case No. 17-12568 (KJC)
Debtor.
Tax I.D. No. 46-5596126
In re:	Chapter 11
CARBONDALE SUNDANCE LOT 15, LLC,	Case No. 17-12569 (KJC)
Debtor.
Tax I.D. No. 90-1011131
In re:	Chapter 11
CARBONDALE SUNDANCE LOT 16, LLC,	Case No. 17-12570 (KJC)
Debtor.
Tax I.D. No. 61-1720786

12

In re:	Chapter 11
M53 CASTLE PINES HOLDING COMPANY, LLC,	Case No. 17-12571 (KJC)
Debtor.
Tax I.D. No. 35-2533398
In re:	Chapter 11
CASTLE PINES INVESTMENTS, LLC,	Case No. 17-12581 (KJC)
Debtor.
Tax I.D. No. 47-4184123
In re:	Chapter 11
M25 CENTERSHOT HOLDING COMPANY, LLC,	Case No. 17-12583 (KJC)
Debtor.
Tax I.D. No. 61-1742128
In re:	Chapter 11
CENTERSHOT INVESTMENTS, LLC,	Case No. 17-12586 (KJC)
Debtor.
Tax I.D. No. 82-1059391
In re:	Chapter 11
M76 CHAPLIN HOLDING COMPANY, LLC,	Case No. 17-12587 (KJC)
Debtor.
Tax I.D. No. 61-1769267

13

In re:	Chapter 11
CHAPLIN INVESTMENTS, LLC,	Case No. 17-12592 (KJC)
Debtor.
Tax I.D. No. 47-5123215
In re:	Chapter 11
M79 CHESTNUT COMPANY, LLC,	Case No. 17-12595 (KJC)
Debtor.
Tax I.D. No. 61-1770125
In re:	Chapter 11
CHESTNUT INVESTMENTS, LLC,	Case No. 17-12603 (KJC)
Debtor.
Tax I.D. No. 36-4819809
In re:	Chapter 11
H5 CHESTNUT RIDGE HOLDING COMPANY, LLC,	Case No. 17-12608 (KJC)
Debtor.
Tax I.D. No. 61-1775244
In re:	Chapter 11
CHESTNUT RIDGE INVESTMENTS, LLC,	Case No. 17-12614 (KJC)
Debtor.
Tax I.D. No. 81-1483815

14

In re:	Chapter 11
M45 CLOVER BASIN HOLDING COMPANY, LLC,	Case No. 17-12618 (KJC)
Debtor.
Tax I.D. No. 38-4006677
In re:	Chapter 11
CLOVER BASIN INVESTMENTS, LLC,	Case No. 17-12621 (KJC)
Debtor.
Tax I.D. No. 81-3008470
In re:	Chapter 11
M51 COFFEE CREEK HOLDING COMPANY, LLC,	Case No. 17-12624 (KJC)
Debtor.
Tax I.D. No. 35-2532745
In re:	Chapter 11
COFFEE CREEK INVESTMENTS, LLC,	Case No. 17-12627 (KJC)
Debtor.
Tax I.D. No. 47-4109365
In re:	Chapter 11
H56 CRAVEN HOLDING COMPANY, LLC,	Case No. 17-12633 (KJC)
Debtor.
Tax I.D. No. 38-4011344

15

In re:	Chapter 11
CRAVEN INVESTMENTS, LLC,	Case No. 17-12636 (KJC)
Debtor.
Tax I.D. No. 81-4550994
In re:	Chapter 11
M14 CROSSBEAM HOLDING COMPANY, LLC,	Case No. 17-12645 (KJC)
Debtor.
Tax I.D. No. 30-0833109
In re:	Chapter 11
CROSSBEAM INVESTMENTS, LLC,	Case No. 17-12650 (KJC)
Debtor.
Tax I.D. No. 47-1502940
In re:	Chapter 11
M63 CROWFIELD HOLDING COMPANY, LLC,	Case No. 17-12655 (KJC)
Debtor.
Tax I.D. No. 61-1767092
In re:	Chapter 11
CROWFIELD INVESTMENTS, LLC,	Case No. 17-12660 (KJC)
Debtor.
Tax I.D. No. 47-4774030

16

In re:	Chapter 11
CRYSTAL VALLEY HOLDINGS, LLC,	Case No. 17-12666 (KJC)
Debtor.
Tax I.D. No. 35-2494942
In re:	Chapter 11
M92 CRYSTAL WOODS HOLDING COMPANY, LLC,	Case No. 17-12671 (KJC)
Debtor.
Tax I.D. No. 32-0545806
In re:	Chapter 11
CRYSTAL WOODS INVESTMENTS, LLC,	Case No. 17-12676 (KJC)
Debtor.
Tax I.D. No. 82-3682816
In re:	Chapter 11
CUCO SETTLEMENT, LLC,	Case No. 17-12679 (KJC)
Debtor.
Tax I.D. No. 80-0801418
In re:	Chapter 11
M72 DALEVILLE HOLDING COMPANY, LLC,	Case No. 17-12683 (KJC)
Debtor.
Tax I.D. No. 38-3978670

17

In re:	Chapter 11
DALEVILLE INVESTMENTS, LLC,	Case No. 17-12687 (KJC)
Debtor.
Tax I.D. No. 47-5132915
In re:	Chapter 11
M39 DERBYSHIRE HOLDING COMPANY, LLC,	Case No. 17-12692 (KJC)
Debtor.
Tax I.D. No. 30-0846509
In re:	Chapter 11
DERBYSHIRE INVESTMENTS, LLC,	Case No. 17-12696 (KJC)
Debtor.
Tax I.D. No. 47-2513735
In re:	Chapter 11
H76 DIAMOND COVE HOLDING COMPANY, LLC,	Case No. 17-12700 (KJC)
Debtor.
Tax I.D. No. 32-0520315
In re:	Chapter 11
DIAMOND COVE INVESTMENTS, LLC,	Case No. 17-12705 (KJC)
Debtor.
Tax I.D. No. 82-3079809

18

In re:	Chapter 11
H14 DIXVILLE NOTCH HOLDING COMPANY, LLC,	Case No. 17-12712 (KJC)
Debtor.
Tax I.D. No. 36-4825633
In re:	Chapter 11
DIXVILLE NOTCH INVESTMENTS, LLC,	Case No. 17-12716 (KJC)
Debtor.
Tax I.D. No. 37-1860257
In re:	Chapter 11
H7 DOGWOOD VALLEY HOLDING COMPANY, LLC,	Case No. 17-12721 (KJC)
Debtor.
Tax I.D. No. 37-1797002
In re:	Chapter 11
DOGWOOD VALLEY INVESTMENTS, LLC,	Case No. 17-12727 (KJC)
Debtor.
Tax I.D. No. 81-1485898
In re:	Chapter 11
M32 DOLLIS BROOK HOLDING COMPANY, LLC,	Case No. 17-12731 (KJC)
Debtor.
Tax I.D. No. 36-4792873

19

In re:	Chapter 11
DOLLIS BROOK INVESTMENTS, LLC,	Case No. 17-12735 (KJC)
Debtor.
Tax I.D. No. 36-4794042
In re:	Chapter 11
M9 DONNINGTON HOLDING COMPANY, LLC,	Case No. 17-12741 (KJC)
Debtor.
Tax I.D. No. 36-4787114
In re:	Chapter 11
DONNINGTON INVESTMENTS, LLC,	Case No. 17-12744 (KJC)
Debtor.
Tax I.D. No. 37-1762744
In re:	Chapter 11
M15 DOUBLELEAF HOLDING COMPANY, LLC,	Case No. 17-12749 (KJC)
Debtor.
Tax I.D. No. 37-1759523
In re:	Chapter 11
DOUBLELEAF INVESTMENTS, LLC,	Case No. 17-12755 (KJC)
Debtor.
Tax I.D. No. 47-1547075

20

In re:	Chapter 11
M22 DRAWSPAN HOLDING COMPANY, LLC,	Case No. 17-12764 (KJC)
Debtor.
Tax I.D. No. 36-4790325
In re:	Chapter 11
DRAWSPAN INVESTMENTS, LLC,	Case No. 17-12767 (KJC)
Debtor.
Tax I.D. No. 37-1765457
In re:	Chapter 11
M71 ELDREDGE HOLDING COMPANY, LLC,	Case No. 17-12771 (KJC)
Debtor.
Tax I.D. No. 36-4816338
In re:	Chapter 11
ELDREDGE INVESTMENTS, LLC,	Case No. 17-12775 (KJC)
Debtor.
Tax I.D. No. 30-0881579
In re:	Chapter 11
H25 ELSTAR HOLDING COMPANY, LLC,	Case No. 17-12779 (KJC)
Debtor.
Tax I.D. No. 37-1843243

21

In re:	Chapter 11
ELSTAR INVESTMENTS, LLC,	Case No. 17-12782 (KJC)
Debtor.
Tax I.D. No. 81-4753731
In re:	Chapter 11
H19 EMERALD LAKE HOLDING COMPANY, LLC,	Case No. 17-12785 (KJC)
Debtor.
Tax I.D. No. 35-2551570
In re:	Chapter 11
EMERALD LAKE INVESTMENTS, LLC,	Case No. 17-12788 (KJC)
Debtor.
Tax I.D. No. 38-3992276
In re:	Chapter 11
M24 FIELDPOINT HOLDING COMPANY, LLC,	Case No. 17-12791 (KJC)
Debtor.
Tax I.D. No. 38-3936210
In re:	Chapter 11
FIELDPOINT INVESTMENTS, LLC,	Case No. 17-12794 (KJC)
Debtor.
Tax I.D. No. 47-1512405

22

In re:	Chapter 11
M88 FRANCONIA NOTCH HOLDING COMPANY, LLC,	Case No. 17-12796 (KJC)
Debtor.
Tax I.D. No. 35-2608184
In re:	Chapter 11
FRANCONIA NOTCH INVESTMENTS, LLC,	Case No. 17-12797 (KJC)
Debtor.
Tax I.D. No. 82-3547325
In re:	Chapter 11
M10 GATESHEAD HOLDING COMPANY, LLC,	Case No. 17-12593 (KJC)
Debtor.
Tax I.D. No. 35-2508924
In re:	Chapter 11
GATESHEAD INVESTMENTS, LLC,	Case No. 17-12597 (KJC)
Debtor.
Tax I.D. No. 47-1241537
In re:	Chapter 11
M85 GLENN RICH HOLDING COMPANY, LLC,	Case No. 17-12599 (KJC)
Debtor.
Tax I.D. No. 35-2607844

23

In re:	Chapter 11
GLENN RICH INVESTMENTS, LLC,	Case No. 17-12602 (KJC)
Debtor.
Tax I.D. No. 82-3547350
In re:	Chapter 11
M93 GOOSE ROCKS HOLDING COMPANY, LLC,	Case No. 17-12605 (KJC)
Debtor.
Tax I.D. No. 30-0975189
In re:	Chapter 11
GOOSE ROCKS INVESTMENTS, LLC,	Case No. 17-12611 (KJC)
Debtor.
Tax I.D. No. 82-1175453
In re:	Chapter 11
M68 GOOSEBROOK HOLDING COMPANY, LLC,	Case No. 17-12615 (KJC)
Debtor.
Tax I.D. No. 37-1789434
In re:	Chapter 11
GOOSEBROOK INVESTMENTS, LLC,	Case No. 17-12617 (KJC)
Debtor.
Tax I.D. No. 47-4943737

24

In re:	Chapter 11
H68 GRAEME PARK HOLDING COMPANY, LLC,	Case No. 17-12620 (KJC)
Debtor.
Tax I.D. No. 61-1812736
In re:	Chapter 11
GRAEME PARK INVESTMENTS, LLC,	Case No. 17-12622 (KJC)
Debtor.
Tax I.D. No. 82-3308869
In re:	Chapter 11
H61 GRAND MIDWAY HOLDING COMPANY, LLC,	Case No. 17-12626 (KJC)
Debtor.
Tax I.D. No. 38-4014835
In re:	Chapter 11
GRAND MIDWAY INVESTMENTS, LLC,	Case No. 17-12628 (KJC)
Debtor.
Tax I.D. No. 81-4591671
In re:	Chapter 11
H26 GRAVENSTEIN HOLDING COMPANY, LLC,	Case No. 17-12630 (KJC)
Debtor.
Tax I.D. No. 32-0484323

25

In re:	Chapter 11
GRAVENSTEIN INVESTMENTS, LLC,	Case No. 17-12632 (KJC)
Debtor.
Tax I.D. No. 81-2262195
In re:	Chapter 11
H44 GREEN GABLES HOLDING COMPANY, LLC,	Case No. 17-12634 (KJC)
Debtor.
Tax I.D. No. 36-4842248
In re:	Chapter 11
GREEN GABLES INVESTMENTS, LLC,	Case No. 17-12637 (KJC)
Debtor.
Tax I.D. No. 30-0951347
In re:	Chapter 11
H27 GRENADIER HOLDING COMPANY, LLC,	Case No. 17-12642 (KJC)
Debtor.
Tax I.D. No. 37-1802590
In re:	Chapter 11
GRENADIER INVESTMENTS, LLC,	Case No. 17-12643 (KJC)
Debtor.
Tax I.D. No. 81-2131772

26

In re:	Chapter 11
H41 GRUMBLETHORPE HOLDING COMPANY, LLC,	Case No. 17-12646 (KJC)
Debtor.
Tax I.D. No. 32-0500106
In re:	Chapter 11
GRUMBLETHORPE INVESTMENTS, LLC,	Case No. 17-12649 (KJC)
Debtor.
Tax I.D. No. 82-3049318
In re:	Chapter 11
M87 HACKMATACK HILLS HOLDING COMPANY, LLC,	Case No. 17-12652 (KJC)
Debtor.
Tax I.D. No. 35-2539583
In re:	Chapter 11
HACKMATACK INVESTMENTS, LLC,	Case No. 17-12653 (KJC)
Debtor.
Tax I.D. No. 47-4958293
In re:	Chapter 11
M56 HAFFENBURG HOLDING COMPANY, LLC,	Case No. 17-12656 (KJC)
Debtor.
Tax I.D. No. 61-1763780

27

In re:	Chapter 11
HAFFENBURG INVESTMENTS, LLC,	Case No. 17-12659 (KJC)
Debtor.
Tax I.D. No. 47-4321472
In re:	Chapter 11
H39 HARALSON HOLDING COMPANY, LLC,	Case No. 17-12661 (KJC)
Debtor.
Tax I.D. No. 37-1840886
In re:	Chapter 11
HARALSON INVESTMENTS, LLC,	Case No. 17-12663 (KJC)
Debtor.
Tax I.D. No. 82-3048946
In re:	Chapter 11
M33 HARRINGWORTH HOLDING COMPANY, LLC,	Case No. 17-12667 (KJC)
Debtor.
Tax I.D. No. 30-0847830
In re:	Chapter 11
HARRINGWORTH INVESTMENTS, LLC,	Case No. 17-12669 (KJC)
Debtor.
Tax I.D. No. 47-2535770

28

In re:	Chapter 11
M80 HAZELPOINT HOLDING COMPANY, LLC,	Case No. 17-12672 (KJC)
Debtor.
Tax I.D. No. 30-0882703
In re:	Chapter 11
HAZELPOINT INVESTMENTS, LLC,	Case No. 17-12674 (KJC)
Debtor.
Tax I.D. No. 37-1793824
In re:	Chapter 11
H66 HEILBRON MANOR HOLDING COMPANY, LLC,	Case No. 17-12677 (KJC)
Debtor.
Tax I.D. No. 35-2577245
In re:	Chapter 11
HEILBRON MANOR INVESTMENTS, LLC,	Case No. 17-12681 (KJC)
Debtor.
Tax I.D. No. 82-0657818
In re:	Chapter 11
HOLLYLINE HOLDINGS, LLC,	Case No. 17-12684 (KJC)
Debtor.
Tax I.D. No. 35-2504412

29

In re:	Chapter 11
HOLLYLINE OWNERS, LLC,	Case No. 17-12688 (KJC)
Debtor.
Tax I.D. No. 46-5422556
In re:	Chapter 11
H35 HORNBEAM HOLDING COMPANY, LLC,	Case No. 17-12691 (KJC)
Debtor.
Tax I.D. No. 37-1805290
In re:	Chapter 11
HORNBEAM INVESTMENTS, LLC,	Case No. 17-12694 (KJC)
Debtor.
Tax I.D. No. 61-1859532
In re:	Chapter 11
H37 IDARED HOLDING COMPANY, LLC,	Case No. 17-12697 (KJC)
Debtor.
Tax I.D. No. 38-3993378
In re:	Chapter 11
IDARED INVESTMENTS, LLC,	Case No. 17-12701 (KJC)
Debtor.
Tax I.D. No. 82-3047643

30

In re:	Chapter 11
H74 IMPERIAL ALY HOLDING COMPANY, LLC,	Case No. 17-12704 (KJC)
Debtor.
Tax LD. No. 32-0517948
In re:	Chapter 11
IMPERIAL ALY INVESTMENTS, LLC,	Case No. 17-12708 (KJC)
Debtor.
Tax I.D. No. 82-3237940
In re:	Chapter 11
M99 IRONSIDES HOLDING COMPANY, LLC,	Case No. 17-12710 (KJC)
Debtor.
Tax I.D. No. 37-1838261
In re:	Chapter 11
IRONSIDES INVESTMENTS, LLC,	Case No. 17-12714 (KJC)
Debtor.
Tax I.D. No. 81-4072351
In re:	Chapter 11
H43 LENNI HEIGHTS HOLDING COMPANY, LLC,	Case No. 17-12717 (KJC)
Debtor.
Tax I.D. No. 61-1797951

31

In re:	Chapter 11
LENNI HEIGHTS INVESTMENTS, LLC,	Case No. 17-12720 (KJC)
Debtor.
Tax I.D. No. 81-3636691
In re:	Chapter 11
H6 LILAC MEADOW HOLDING COMPANY, LLC,	Case No. 17-12724 (KJC)
Debtor.
Tax I.D. No. 38-3984921
In re:	Chapter 11
LILAC MEADOW INVESTMENTS, LLC,	Case No. 17-12728 (KJC)
Debtor.
Tax I.D. No. 81-1484000
In re:	Chapter 11
M17 LINCOLNSHIRE HOLDING COMPANY, LLC,	Case No. 17-12730 (KJC)
Debtor.
Tax I.D. No. 35-2509895
In re:	Chapter 11
LINCOLNSHIRE INVESTMENTS, LLC,	Case No. 17-12733 (KJC)
Debtor.
Tax I.D. No. 47-1310533

32

In re:	Chapter 11
M54 LONETREE HOLDING COMPANY, LLC,	Case No. 17-12737 (KJC)
Debtor.
Tax I.D. No. 61-1762356
In re:	Chapter 11
LONETREE INVESTMENTS, LLC,	Case No. 17-12740 (KJC)
Debtor.
Tax I.D. No. 37-1785194
In re:	Chapter 11
M40 LONGBOURN HOLDING COMPANY, LLC,	Case No. 17-12742 (KJC)
Debtor.
Tax I.D. No. 61-1753893
In re:	Chapter 11
LONGBOURN INVESTMENTS, LLC,	Case No. 17-12746 (KJC)
Debtor.
Tax I.D. No. 47-2942888
In re:	Chapter 11
M73 MASON RUN HOLDING COMPANY, LLC,	Case No. 17-12748 (KJC)
Debtor.
Tax I.D. No. 35-2535691

33

In re:	Chapter 11
MASON RUN INVESTMENTS, LLC,	Case No. 17-12751 (KJC)
Debtor.
Tax I.D. No. 47-4470644
In re:	Chapter 11
H8 MELODY LANE HOLDING COMPANY, LLC,	Case No. 17-12756 (KJC)
Debtor.
Tax I.D. No. 38-3984011
In re:	Chapter 11
MELODY LANE INVESTMENTS, LLC,	Case No. 17-12757 (KJC)
Debtor.
Tax I.D. No. 81-1500252
In re:	Chapter 11
M90 MERRIMACK VALLEY HOLDING COMPANY, LLC,	Case No. 17-12658 (KJC)
Debtor.
Tax I.D. No. 38-4050547
In re:	Chapter 11
MERRIMACK VALLEY INVESTMENTS, LLC,	Case No. 17-12665 (KJC)
Debtor.
Tax I.D. No. 82-3547307

34

In re:	Chapter 11
M61 MINEOLA HOLDING COMPANY, LLC,	Case No. 17-12668 (KJC)
Debtor.
Tax I.D. No. 38-3968989
In re:	Chapter 11
MINEOLA INVESTMENTS, LLC,	Case No. 17-12673 (KJC)
Debtor.
Tax I.D. No. 47-3849029
In re:	Chapter 11
H16 MONADNOCK HOLDING COMPANY, LLC,	Case No. 17-12678 (KJC)
Debtor.
Tax I.D. No. 32-0483391
In re:	Chapter 11
MONADNOCK INVESTMENTS, LLC,	Case No. 17-12682 (KJC)
Debtor.
Tax I.D. No. 81-2393513
In re:	Chapter 11
H60 MORAVIAN HOLDING COMPANY, LLC,	Case No. 17-12686 (KJC)
Debtor.
Tax I.D. No. 61-1803179

35

In re:	Chapter 11
MORAVIAN INVESTMENTS, LLC,	Case No. 17-12690 (KJC)
Debtor.
Tax I.D. No. 81-4536854
In re:	Chapter 11
M67 MOUNTAIN SPRING HOLDING COMPANY, LLC,	Case No. 17-12695 (KJC)
Debtor.
Tax I.D. No. 37-1785385
In re:	Chapter 11
MOUNTAIN SPRING INVESTMENTS, LLC,	Case No. 17-12698 (KJC)
Debtor.
Tax I.D. No. 47-4763294
In re:	Chapter 11
M83 MT. HOLLY HOLDING COMPANY, LLC,	Case No. 17-12703 (KJC)
Debtor.
Tax I.D. No. 61-1857897
In re:	Chapter 11
MT. HOLLY INVESTMENTS, LLC,	Case No. 17-12707 (KJC)
Debtor.
Tax I.D. No. 82-3547337

36

In re:	Chapter 11
H38 MUTSU HOLDING COMPANY, LLC,	Case No. 17-12711 (KJC)
Debtor.
Tax I.D. No. 38-4015889
In re:	Chapter 11
MUTSU INVESTMENTS, LLC,	Case No. 17-12719 (KJC)
Debtor.
Tax I.D. No. 82-3048020
In re:	Chapter 11
M91 NEWVILLE HOLDING COMPANY, LLC,	Case No. 17-12726 (KJC)
Debtor.
Tax I.D. No. 35-2616748
In re:	Chapter 11
NEWVILLE INVESTMENTS, LLC,	Case No. 17-12734 (KJC)
Debtor.
Tax I.D. No. 82-4497973
In re:	Chapter 11
H51 OLD CARBON HOLDING COMPANY, LLC,	Case No. 17-12738 (KJC)
Debtor.
Tax I.D. No. 32-0501911

37

In re:	Chapter 11
OLD CARBON INVESTMENTS, LLC,	Case No. 17-12743 (KJC)
Debtor.
Tax I.D. No. 82-3086858
In re:	Chapter 11
H55 OLD MAITLAND HOLDING COMPANY, LLC,	Case No. 17-12747 (KJC)
Debtor.
Tax I.D. No. 36-4843887
In re:	Chapter 11
OLD MAITLAND INVESTMENTS, LLC,	Case No. 17-12752 (KJC)
Debtor.
Tax I.D. No. 37-1839114
In re:	Chapter 11
M46 OWL RIDGE HOLDING COMPANY, LLC,	Case No. 17-12759 (KJC)
Debtor.
Tax I.D. No. 37-1870546
In re:	Chapter 11
OWL RIDGE INVESTMENTS, LLC,	Case No. 17-12763 (KJC)
Debtor.
Tax I.D. No. 82-3218792

38

In re:	Chapter 11
H22 PAPIROVKA HOLDING COMPANY, LLC,	Case No. 17-12770 (KJC)
Debtor.
Tax I.D. No. 32-0508821
In re:	Chapter 11
PAPIROVKA INVESTMENTS, LLC,	Case No. 17-12774 (KJC)
Debtor.
Tax I.D. No. 81-4715472
In re:	Chapter 11
H4 PAWTUCKAWAY HOLDING COMPANY, LLC,	Case No. 17-12778 (KJC)
Debtor.
Tax I.D. No. 30-0889299
In re:	Chapter 11
PAWTUCKAWAY INVESTMENTS, LLC,	Case No. 17-12783 (KJC)
Debtor.
Tax I.D. No. 81-1483152
In re:	Chapter 11
M38 PEMBERLEY HOLDING COMPANY, LLC,	Case No. 17-12787 (KJC)
Debtor.
Tax I.D. No. 37-1871154

39

In re:	Chapter 11
PEMBERLEY INVESTMENTS, LLC,	Case No. 17-12790 (KJC)
Debtor.
Tax I.D. No. 82-3219040
In re:	Chapter 11
H17 PEMIGEWASSET HOLDING COMPANY, LLC,	Case No. 17-12799 (KJC)
Debtor.
Tax I.D. No. 61-1779026
In re:	Chapter 11
PEMIGEWASSET INVESTMENTS, LLC,	Case No. 17-12800 (KJC)
Debtor.
Tax I.D. No. 81-2546827
In re:	Chapter 11
M95 PEPPERWOOD HOLDING COMPANY, LLC,	Case No. 17-12802 (KJC)
Debtor.
Tax I.D. No. 38-4053660
In re:	Chapter 11
PEPPERWOOD INVESTMENTS, LLC,	Case No. 17-12804 (KJC)
Debtor.
Tax I.D. No. 37-1877950

40

In re:	Chapter 11
M70 PINNEY HOLDING COMPANY, LLC,	Case No. 17-12806 (KJC)
Debtor.
Tax I.D. No. 36-4811495
In re:	Chapter 11
PINNEY INVESTMENTS, LLC,	Case No. 17-12808 (KJC)
Debtor.
Tax I.D. No. 32-0470132
In re:	Chapter 11
H23 PINOVA HOLDING COMPANY, LLC,	Case No. 17-12810 (KJC)
Debtor.
Tax I.D. No. 37-1840307
In re:	Chapter 11
PINOVA INVESTMENTS, LLC,	Case No. 17-12812 (KJC)
Debtor.
Tax I.D. No. 81-4753468
In re:	Chapter 11
M34 QUARTERPOST HOLDING COMPANY, LLC,	Case No. 17-12814 (KJC)
Debtor.
Tax I.D. No. 36-4802780

41

In re:	Chapter 11
QUARTERPOST INVESTMENTS, LLC,	Case No. 17-12816 (KJC)
Debtor.
Tax I.D. No. 61-1764802
In re:	Chapter 11
M97 RED WOODS HOLDING COMPANY, LLC,	Case No. 17-12823 (KJC)
Debtor.
Tax I.D. No. 36-4882190
In re:	Chapter 11
RED WOODS INVESTMENTS, LLC,	Case No. 17-12824 (KJC)
Debtor.
Tax I.D. No. 37-1876065
In re:	Chapter 11
M57 RIDGECREST HOLDING COMPANY, LLC,	Case No. 17-12818 (KJC)
Debtor.
Tax I.D. No. 36-4812759
In re:	Chapter 11
RIDGECREST INVESTMENTS, LLC,	Case No. 17-12821 (KJC)
Debtor.
Tax I.D. No. 61-1769696

42

In re:	Chapter 11
M75 RILEY CREEK HOLDING COMPANY, LLC,	Case No. 17-12825 (KJC)
Debtor.
Tax I.D. No. 30-0877226
In re:	Chapter 11
RILEY CREEK INVESTMENTS, LLC,	Case No. 17-12826 (KJC)
Debtor.
Tax I.D. No. 47-4580214
In re:	Chapter 11
H59 RISING SUN HOLDING COMPANY, LLC,	Case No. 17-12827 (KJC)
Debtor.
Tax I.D. No. 32-0505554
In re:	Chapter 11
RISING SUN INVESTMENTS, LLC,	Case No. 17-12828 (KJC)
Debtor.
Tax I.D. No. 37-1856846
In re:	Chapter 11
M62 SAGEBROOK HOLDING COMPANY, LLC,	Case No. 17-12829 (KJC)
Debtor.
Tax I.D. No. 38-3975717

43

In re:	Chapter 11
SAGEBROOK INVESTMENTS, LLC,	Case No. 17-12830 (KJC)
Debtor.
Tax I.D. No. 47-4751464
In re:	Chapter 11
H54 SEVEN STARS HOLDING COMPANY, LLC,	Case No. 17-12831 (KJC)
Debtor.
Tax I.D. No. 30-0948432
In re:	Chapter 11
SEVEN STARS INVESTMENTS, LLC,	Case No. 17-12832 (KJC)
Debtor.
Tax I.D. No. 82-3086994
In re:	Chapter 11
H11 SILK CITY HOLDING COMPANY, LLC,	Case No. 17-12833 (KJC)
Debtor.
Tax I.D. No. 35-2565002
In re:	Chapter 11
SILK CITY INVESTMENTS, LLC,	Case No. 17-12834 (KJC)
Debtor.
Tax I.D. No. 81-3121465

44

In re:	Chapter 11
H30 SILVER MAPLE HOLDING COMPANY, LLC,	Case No. 17-12835 (KJC)
Debtor.
Tax I.D. No. 36-4829953
In re:	Chapter 11
SILVER MAPLE INVESTMENTS, LLC,	Case No. 17-12836 (KJC)
Debtor.
Tax I.D. No. 61-1859699
In re:	Chapter 11
SILVERLEAF FUNDING, LLC,	Case No. 17-12837 (KJC)
Debtor.
Tax I.D. No. 90-1009877
In re:	Chapter 11
M41 SILVERTHORNE HOLDING COMPANY, LLC,	Case No. 17-12838 (KJC)
Debtor.
Tax I.D. No. 61-1856930
In re:	Chapter 11
SILVERTHORNE INVESTMENTS, LLC,	Case No. 17-12582 (KJC)
Debtor.
Tax I.D. No. 82-3218840

45

In re:	Chapter 11
M36 SPRINGLINE HOLDING COMPANY, LLC,	Case No. 17-12584 (KJC)
Debtor.
Tax I.D. No. 37-1870908
In re:	Chapter 11
SPRINGLINE INVESTMENTS, LLC,	Case No. 17-12585 (KJC)
Debtor.
Tax I.D. No. 82-3667321
In re:	Chapter 11
M49 SQUARETOP HOLDING COMPANY, LLC,	Case No. 17-12588 (KJC)
Debtor.
Tax I.D. No. 37-1804325
In re:	Chapter 11
SQUARETOP INVESTMENTS, LLC,	Case No. 17-12589 (KJC)
Debtor.
Tax I.D. No. 81-1844466
In re:	Chapter 11
H24 STAYMAN HOLDING COMPANY, LLC,	Case No. 17-12590 (KJC)
Debtor.
Tax I.D. No. 38-3990527

46

In re:	Chapter 11
STAYMAN INVESTMENTS, LLC,	Case No. 17-12594 (KJC)
Debtor.
Tax I.D. No. 81-2119090
In re:	Chapter 11
M86 STEELE HILL HOLDING COMPANY, LLC,	Case No. 17-12596 (KJC)
Debtor.
Tax I.D. No. 61-1858312
In re:	Chapter 11
STEELE HILL INVESTMENTS, LLC,	Case No. 17-12598 (KJC)
Debtor.
Tax I.D. No. 82-3667340
In re:	Chapter 11
M5 STEPSTONE HOLDING COMPANY, LLC,	Case No. 17-12601 (KJC)
Debtor.
Tax I.D. No. 32-0441473
In re:	Chapter 11
STEPSTONE INVESTMENTS, LLC,	Case No. 17-12606 (KJC)
Debtor.
Tax I.D. No. 47-1177231

47

In re:	Chapter 11
H9 STRAWBERRY FIELDS HOLDING COMPANY, LLC,	Case No. 17-12609 (KJC)
Debtor.
Tax I.D. No. 61-1774464
In re:	Chapter 11
STRAWBERRY FIELDS INVESTMENTS, LLC,	Case No. 17-12613 (KJC)
Debtor.
Tax I.D. No. 81-1500355
In re:	Chapter 11
H36 STURMER PIPPIN HOLDING COMPANY, LLC,	Case No. 17-12625 (KJC)
Debtor.
Tax I.D. No. 37-1841256
In re:	Chapter 11
STURMER PIPPIN INVESTMENTS, LLC,	Case No. 17-12629 (KJC)
Debtor.
Tax I.D. No. 81-4536686
In re:	Chapter 11
H21 SUMMERFREE HOLDING COMPANY, LLC,	Case No. 17-12631 (KJC)
Debtor.
Tax I.D. No. 30-0954453

48

In re:	Chapter 11
SUMMERFREE INVESTMENTS, LLC,	Case No. 17-12635 (KJC)
Debtor.
Tax I.D. No. 81-4231496
In re:	Chapter 11
H47 SUMMIT CUT HOLDING COMPANY, LLC,	Case No. 17-12638 (KJC)
Debtor.
Tax I.D. No. 30-0946912
In re:	Chapter 11
SUMMIT CUT INVESTMENTS, LLC,	Case No. 17-12640 (KJC)
Debtor.
Tax I.D. No. 81-4550876
In re:	Chapter 11
H65 THORNBURY FARM HOLDING COMPANY, LLC,	Case No. 17-12644 (KJC)
Debtor.
Tax I.D. No. 32-0517454
In re:	Chapter 11
THORNBURY FARM INVESTMENTS, LLC,	Case No. 17-12651 (KJC)
Debtor.
Tax I.D. No. 82-3313083

49

In re:	Chapter 11
M60 THUNDER BASIN HOLDING COMPANY, LLC,	Case No. 17-12654 (KJC)
Debtor.
Tax I.D. No. 36-4814560
In re:	Chapter 11
THUNDER BASIN INVESTMENTS, LLC,	Case No. 17-12657 (KJC)
Debtor.
Tax I.D. No. 38-3977057
In re:	Chapter 11
M37 TOPCHORD HOLDING COMPANY, LLC,	Case No. 17-12662 (KJC)
Debtor.
Tax I.D. No. 36-4792131
In re:	Chapter 11
TOPCHORD INVESTMENTS, LLC,	Case No. 17-12664 (KJC)
Debtor.
Tax I.D. No. 37-1764007
In re:	Chapter 11
M48 VALLECITO HOLDING COMPANY, LLC,	Case No. 17-12670 (KJC)
Debtor.
Tax I.D. No. 37-1870739

50

In re:	Chapter 11
VALLECITO INVESTMENTS, LLC,	Case No. 17-12675 (KJC)
Debtor.
Tax I.D. No. 82-3218552
In re:	Chapter 11
M74 VARGA HOLDING COMPANY, LLC,	Case No. 17-12680 (KJC)
Debtor.
Tax I.D. No. 36-4812322
In re:	Chapter 11
VARGA INVESTMENTS, LLC,	Case No. 17-12685 (KJC)
Debtor.
Tax I.D. No. 35-2537136
In re:	Chapter 11
M50 WETTERHORN HOLDING COMPANY, LLC,	Case No. 17-12689 (KJC)
Debtor.
Tax I.D. No. 36-4879936
In re:	Chapter 11
WETTERHORN INVESTMENTS, LLC,	Case No. 17-12693 (KJC)
Debtor.
Tax I.D. No. 32-0550171

51

In re:	Chapter 11
H12 WHITE BIRCH HOLDING COMPANY, LLC,	Case No. 17-12699 (KJC)
Debtor.
Tax I.D. No. 61-1789593
In re:	Chapter 11
WHITE BIRCH INVESTMENTS, LLC,	Case No. 17-12702 (KJC)
Debtor.
Tax I.D. No. 81-2261555
In re:	Chapter 11
M43 WHITE DOME HOLDING COMPANY, LLC,	Case No. 17-12706 (KJC)
Debtor.
Tax I.D. No. 35-2611327
In re:	Chapter 11
WHITE DOME INVESTMENTS, LLC,	Case No. 17-12709 (KJC)
Debtor.
Tax I.D. No. 82-3682729
In re:	Chapter 11
WHITEACRE FUNDING, LLC,	Case No. 17-12713 (KJC)
Debtor.
Tax I.D. No. 46-5392998

52

In re:	Chapter 11
M44 WILDERNEST HOLDING COMPANY, LLC,	Case No. 17-12718 (KJC)
Debtor.
Tax I.D. No. 30-0887546
In re:	Chapter 11
WILDERNEST INVESTMENTS, LLC,	Case No. 17-12723 (KJC)
Debtor.
Tax I.D. No. 47-5591375
In re:	Chapter 11
H52 WILLOW GROVE HOLDING COMPANY, LLC,	Case No. 17-12729 (KJC)
Debtor.
Tax I.D. No. 32-0502112
In re:	Chapter 11
WILLOW GROVE INVESTMENTS, LLC,	Case No. 17-12732 (KJC)
Debtor.
Tax I.D. No. 81-4156588
In re:	Chapter 11
M94 WINDING ROAD HOLDING COMPANY, LLC,	Case No. 17-12736 (KJC)
Debtor.
Tax I.D. No. 32-0548229

53

In re:	Chapter 11
WINDING ROAD INVESTMENTS, LLC,	Case No. 17-12739 (KJC)
Debtor.
Tax I.D. No. 82-3808169
In re:	Chapter 11
WMF MANAGEMENT, LLC,	Case No. 17-12745 (KJC)
Debtor.
Tax I.D. No. 80-0829238
In re:	Chapter 11
WOODBRIDGE CAPITAL INVESTMENTS, LLC,	Case No. 17-12750 (KJC)
Debtor.
Tax I.D. No. 26-2136081
In re:	Chapter 11
WOODBRIDGE COMMERCIAL BRIDGE LOAN FUND 1, LLC,	Case No. 17-12754 (KJC)
Debtor.
Tax I.D. No. 47-4288318
In re:	Chapter 11
WOODBRIDGE COMMERCIAL BRIDGE LOAN FUND 2, LLC,	Case No. 17-12758 (KJC)
Debtor.
Tax I.D. No. 47-4663649

54

In re:	Chapter 11
WOODBRIDGE INVESTMENTS, LLC,	Case No. 17-12761 (KJC)
Debtor.
Tax I.D. No. 32-0018557
In re:	Chapter 11
WOODBRIDGE MEZZANINE FUND 1, LLC,	Case No. 17-12765 (KJC)
Debtor.
Tax I.D. No. 47-4312753
In re:	Chapter 11
WOODBRIDGE MORTGAGE INVESTMENT FUND 1, LLC,	Case No. 17-12768 (KJC)
Debtor.
Tax I.D. No. 80-0830172
In re:	Chapter 11
WOODBRIDGE MORTGAGE INVESTMENT FUND 2, LLC,	Case No. 17-12772 (KJC)
Debtor.
Tax I.D. No. 46-4247030
In re:	Chapter 11
WOODBRIDGE MORTGAGE INVESTMENT FUND 3, LLC,	Case No. 17-12776 (KJC)
Debtor.
Tax I.D. No. 47-1869618

55

In re:	Chapter 11
WOODBRIDGE MORTGAGE INVESTMENT FUND 3A, LLC,	Case No. 17-12780 (KJC)
Debtor.
Tax I.D. No. 47-4678525
In re:	Chapter 11
WOODBRIDGE MORTGAGE INVESTMENT FUND 4, LLC,	Case No. 17-12784 (KJC)
Debtor.
Tax I.D. No. 47-4211203
In re:	Chapter 11
WOODBRIDGE STRUCTURED FUNDING, LLC,	Case No. 17-12786 (KJC)
Debtor.
Tax I.D. No. 27-0583593
In re:	Chapter 11
H29 ZESTAR HOLDING COMPANY, LLC,	Case No. 17-12789 (KJC)
Debtor.
Tax I.D. No. 35-2554093
In re:	Chapter 11
ZESTAR INVESTMENTS, LLC,	Case No. 17-12792 (KJC)
Debtor.
Tax I.D. No. 81-2833233

56

In re:	Chapter 11
CARBONDALE GLEN LOT L-2, LLC,	Case No. 18-10284 (KJC)
Debtor.
Tax I.D. No. 47-2131369
In re:	Chapter 11
CARBONDALE PEAKS LOT L-l, LLC,	Case No. 18-10286 (KJC)
Debtor.
Tax I.D. No. 46-5066563
In re:	Chapter 11
H18 MASSABESIC HOLDING COMPANY, LLC,	Case No. 18-10287 (KJC)
Debtor.
Tax I.D. No. 35-2550852
In re:	Chapter 11
H33 HAWTHORN HOLDING COMPANY, LLC,	Case No. 18-10288 (KJC)
Debtor.
Tax I.D. No. 35-2554765
In re:	Chapter 11
H50 SACHS BRIDGE HOLDING COMPANY, LLC,	Case No. 18-10289 (KJC)
Debtor.
Tax I.D. No. 37-1833049

57

In re:	Chapter 11
H64 PENNHURST HOLDING COMPANY, LLC,	Case No. 18-10290 (KJC)
Debtor.
Tax I.D. No. 37-1841251
In re:	Chapter 11
HAWTHORN INVESTMENTS, LLC,	Case No. 18-10291 (KJC)
Debtor.
Tax I.D. No. 81-3033463
In re:	Chapter 11
LILAC VALLEY INVESTMENTS, LLC,	Case No. 18-10292 (KJC)
Debtor.
Tax I.D. No. 81-2607274
In re:	Chapter 11
MASSABESIC INVESTMENTS, LLC,	Case No. 18-10293 (KJC)
Debtor.
Tax I.D. No. 81-2546893
In re:	Chapter 11
M58 SPRINGVALE HOLDING COMPANY, LLC,	Case No. 18-10294 (KJC)
Debtor.
Tax I.D. No. 37-1786656

58

In re:	Chapter 11
M96 LILAC VALLEY HOLDING COMPANY, LLC,	Case No. 18-10295 (KJC)
Debtor.
Tax I.D. No. 35-2560412
In re:	Chapter 11
PENNHURST INVESTMENTS, LLC,	Case No. 18-10296 (KJC)
Debtor.
Tax I.D. No. 82-0617313
In re:	Chapter 11
SACHS BRIDGE INVESTMENTS, LLC,	Case No. 18-10297 (KJC)
Debtor.
Tax I.D. No. 82-3068687
In re:	Chapter 11
SPRINGVALE INVESTMENTS, LLC,	Case No. 18-10298 (KJC)
Debtor.
Tax I.D. No. 47-4656181
In re:	Chapter 11
BELLFLOWER FUNDING, LLC,	Case No. 18-10507 (KJC)
Debtor.
Tax I.D. No. 45-0620156

59

In re:	Chapter 11
WALL 123, LLC,	Case No. 18-10508 (KJC)
Debtor.
Tax I.D. No. 27-3512520
In re:	Chapter 11
695 BUGGY CIRCLE, LLC,	Case No. 18-10670 (KJC)
Debtor.
Tax I.D. No. 46-5694827
In re:	Chapter 11
BLAZINGSTAR FUNDING, LLC,	Case No. 18-10671 (KJC)
Debtor.
Tax I.D. No. 90-0923953
In re:	Chapter 11
BUGGY CIRCLE HOLDINGS, LLC,	Case No. 18-10672 (KJC)
Debtor.
Tax I.D. No. 38-3930850
In re:	Chapter 11
DEERFIELD PARK INVESTMENTS, LLC,	Case No. 18-10673 (KJC)
Debtor.
Tax I.D. No. 81-1042296

60

In re:	Chapter 11
H10 DEERFIELD PARK HOLDING COMPANY, LLC,	Case No. 18-10674 (KJC)
Debtor.
Tax I.D. No. 30-0888117
In re:	Chapter 11
KIRKSTEAD INVESTMENTS, LLC,	Case No. 18-10675 (KJC)
Debtor.
Tax I.D. No. 61-1743696
In re:	Chapter 11
M16 KIRKSTEAD HOLDING COMPANY, LLC,	Case No. 18-10676 (KJC)
Debtor.
Tax I.D. No. 36-4788119
In re:	Chapter 11
FROG ROCK INVESTMENTS, LLC,	Case No. 18-10733 (KJC)
Debtor.
Tax I.D. No. 47-5230623
In re:	Chapter 11
M77 FROG ROCK HOLDING COMPANY, LLC,	Case No. 18-10734 (KJC)
Debtor.
Tax I.D. No. 37-1791849

61

In re:	Chapter 11
M89 MOUNT WASHINGTON HOLDING COMPANY, LLC,	Case No. 18-10735 (KJC)
Debtor.
Tax I.D. No. 61-1808012
In re:	Chapter 11
MOUNT WASHINGTON INVESTMENTS, LLC,	Case No. 18-10736 (KJC)
Debtor.
Tax I.D. No. 81-4592061	Ref. Docket No._____

FINAL DECREE CLOSING CERTAIN CASES

AND AMENDING CAPTION OF REMAINING CASES

Upon consideration of the Certification of Counsel Regarding Final Decree Closing Certain Cases and Amending Caption of Remaining Cases (the “Certification of Counsel”) filed by or on behalf of the above-captioned debtors and debtors in possession (collectively, the “Debtors”); and this Court having found that it has jurisdiction to consider the Certification of Counsel and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and this Court having found that venue of these cases and the Certification of Counsel in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and this Court having determined that it may enter a final order consistent with Article III of the United States Constitution; and it appearing that the notice of the relief requested by the Certification of Counsel is adequate and no other or further notice need be given; and a hearing having been held to consider the relief requested on October 24, 2018; and upon the record of the hearing on the relief requested and all of the proceedings had before this Court; and this Court having found and determined that the relief sought is in the best interests of the Debtors, their estates, their creditors and all other parties in interest; and it appearing that the relief requested is in accordance with the terms of the Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and Its Affiliated Debtors [Docket No. {•}] (the “Confirmation Order”)²; and after due deliberation and sufficient cause appearing therefor,

62

IT IS HEREBY ORDERED THAT:

1.        All of the Debtors’ cases other than those regarding the Remaining Debtors, Woodbridge Group of Companies, LLC and Woodbridge Mortgage Investment Fund 1, LLC, shall be closed effective as of {•}, 2018 (the “Closing Cases”).³ Given the number of Closing Cases, pursuant to Local Rule 1001-l(c), the requirement that the case name and case number of each Closing Case be listed in the body of this Order is hereby waived.

2.         This Order shall be entered on the docket of each of the Closing Cases, and thereafter each such docket shall be marked as “Closed.”

3.         Entry of this Order is without prejudice to the rights of the Liquidation Trust, the Wind-Down Entity, or other party in interest to seek to reopen any of the Closing Cases for cause pursuant to section 350(b) of the Bankruptcy Code.

² Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Confirmation Order.

³ Pursuant to Local Rule 3022-1(a), attached hereto as Exhibit 1 is a listing of the case name and case number of each case to be closed by this Order.

   

63

4.         The closing of the Cases, other than the Cases of the Remaining Debtors, will in no way prejudice the Liquidation Trust’s or the Wind-Down Entity’s, as applicable, rights to object or otherwise contest a proof of Claim filed against any of the Debtors or to commence or prosecute any action to which any of the Debtors is, was, or may be a party, or a claimant’s rights to receive Distributions under the Plan to the extent such claimant’s Claim is ultimately Allowed, nor will the closing of such Cases otherwise alter or modify the terms of the Plan.

5.         The Closing Cases are hereby removed from the joint administration orders [Docket No. 45, 570, 739, 845, and 846].

6.         The caption in the Cases of the Remaining Debtors shall be amended as follows:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:	Chapter 11
WOODBRIDGE GROUP OF COMPANIES, LLC, et al., 1	Case No. 17-12560 (KJC)
	(Jointly Administered)
Remaining Debtors.

¹           The Remaining Debtors and the last four digits of their respective federal tax identification numbers are as follows: Woodbridge Group of Companies, LLC (3603) and Woodbridge Mortgage Investment Fund 1, LLC (0172). The Remaining Debtors’ mailing address is 14140 Ventura Boulevard #302. Sherman Oaks, California 91423.

The foregoing caption shall satisfy the requirements of section 342(c)(1) of the Bankruptcy Code.

7.         The final report for the Debtors in the Closing Cases required under Local Rule 3022-l(c) shall be included as part of a consolidated final report for all the Debtors and filed in connection with the closure of the cases for the Remaining Debtors.

8.         All motions, contested matters, and adversary proceedings that remain open as of the date hereof, or that are opened in the future, with respect to the Debtors in the Closing Cases, including objections to claims and final fee applications, will be administered under the Case of Woodbridge Group of Companies, LLC.

64

9.         The Debtors, the Liquidation Trust, the Wind-Down Entity, and the Clerk of the Court are authorized and empowered to take all actions necessary or appropriate to implement the relief granted in this Order.

10.       All U.S. Trustee fees payable pursuant to 28 U.S.C. § 1930 that arise after the Effective Date shall be paid by the Liquidation Trust in accordance with the terms of the Plan and Confirmation Order.

11.       The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

12.       This Court shall retain jurisdiction and power to hear and determine any matters or disputes related to the Closing Cases, including, without limitation, any matters or disputes relating to the effect of discharge and/or injunction provisions contained in the Plan and/or the Confirmation Order. Further, this Court retains jurisdiction and power with respect to all matters arising from or related to the implementation of this Order.

Dated:________________     Wilmington, Delaware
	KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE

 

65

 Exhibit 1

CLOSING CASES

GROUP 1 PETITION DATE: December 4, 2017

Debtor	Case No.
21.5 North 12th Street, LLC	17-12561
Addison Park Investments, LLC	17-12563
Anchorpoint Investments, LLC	17-12566
Arborvitae Investments, LLC	17-12572
Archivolt Investments, LLC	17-12574
Arlington Ridge Investments, LLC	17-12576
Arrowpoint Investments, LLC	17-12578
Baleroy Investments, LLC	17-12580
Basswood Holding, LLC	17-12600
Bay Village Investments, LLC	17-12604
Bear Brook Investments, LLC	17-12610
Beech Creek Investments, LLC	17-12616
Bishop White Investments, LLC	17-12623
Black Bass Investments, LLC	17-12641
Black Locust Investments, LLC	17-12648
Bluff Point Investments, LLC	17-12722
Bowman Investments, LLC	17-12753
Bramley Investments, LLC	17-12769
Brise Soleil Investments, LLC	17-12762
Broadsands Investments, LLC	17-12777
Brynderwen Investments, LLC	17-12793
Cablestay Investments, LLC	17-12798
Cannington Investments, LLC	17-12803
Carbondale Doocy, LLC	17-12805
Carbondale Glen Lot A-5, LLC	17-12807
Carbondale Glen Lot D-22, LLC	17-12809
Carbondale Glen Lot E-24, LLC	17-12811
Carbondale Glen Lot GV-13, LLC	17-12813
Carbondale Glen Lot SD-14, LLC	17-12817
Carbondale Glen Lot SD-23, LLC	17-12815
Carbondale Glen Mesa Lot 19, LLC	17-12819
Carbondale Glen River Mesa, LLC	17-12820

Debtor	Case No.
Carbondale Glen Sundance Ponds, LLC	17-12822
Carbondale Glen Sweetgrass Vista, LLC	17-12564
Carbondale Spruce 101, LLC	17-12568
Carbondale Sundance Lot 15, LLC	17-12569
Carbondale Sundance Lot 16, LLC	17-12570
Castle Pines Investments, LLC	17-12581
Centershot Investments, LLC	17-12586
Chaplin Investments, LLC	17-12592
Chestnut Investments, LLC	17-12603
Chestnut Ridge Investments, LLC	17-12614
Clover Basin Investments, LLC	17-12621
Coffee Creek Investments, LLC	17-12627
Craven Investments, LLC	17-12636
Crossbeam Investments, LLC	17-12650
Crowfield Investments, LLC	17-12660
Crystal Valley Holdings, LLC	17-12666
Crystal Woods Investments, LLC	17-12676
Cuco Settlement, LLC	17-12679
Daleville Investments, LLC	17-12687
Derbyshire Investments, LLC	17-12696
Diamond Cove Investments, LLC	17-12705
Dixville Notch Investments, LLC	17-12716
Dogwood Valley Investments, LLC	17-12727
Dollis Brook Investments, LLC	17-12735
Donnington Investments, LLC	17-12744
Doubleleaf Investments, LLC	17-12755
Drawspan Investments, LLC	17-12767
Eldredge Investments. LLC	17-12775
Elstar Investments, LLC	17-12782
Emerald Lake Investments, LLC	17-12788
Fieldpoint Investments, LLC	17-12794
Franconia Notch Investments, LLC	17-12797
Gateshead Investments, LLC	17-12597-

Debtor	Case No.
Glenn Rich Investments, LLC	17-12602
Goose Rocks Investments, LLC	17-12611
Goosebrook Investments, LLC	17-12617
Graeme Park Investments, LLC	17-12622
Grand Midway Investments, LLC	17-12628
Gravenstein Investments, LLC	17-12632
Green Gables Investments, LLC	17-12637
Grenadier Investments, LLC	17-12643
Grumblethorpe Investments, LLC	17-12649
H11 Silk City Holding Company, LLC	17-12833
H12 White Birch Holding Company, LLC	17-12699
H13 Bay Village Holding Company, LLC	17-12591
H14 Dixville Notch Holding Company, LLC	17-12712
H15 Bear Brook Holding Company, LLC	17-12607
H16 Monadnock Holding Company, LLC	17-12678
H17 Pemigewasset Holding Company, LLC	17-12799
H19 Emerald Lake Holding Company, LLC	17-12785
H2 Arlington Ridge Holding Company, LLC	17-12575
H20 Bluff Point Holding Company, LLC	17-12715
H21 Summerfree Holding Company, LLC	17-12631
H22 Papirovka Holding Company, LLC	17-12770
H23 Pinova Holding Company, LLC	17-12810
H24 Stayman Holding Company, LLC	17-12590
H25 Elstar Holding Company, LLC	17-12779
H26 Gravenstein Holding Company, LLC	17-12630
H27 Grenadier Holding Company, LLC	17-12642
H28 Black Locust Holding Company, LLC	17-12647
H29 Zester Holding Company, LLC	17-12789
H30 Silver Maple Holding Company, LLC	17-12835
H31 Addison Park Holding Company, LLC	17-12562
H32 Arborvitae Holding Company, LLC	17-12567
H35 Hornbeam Holding Company, LLC	17-12691
H36 Sturmer Pippin Holding Company, LLC	17-12625

Debtor	Case No.
H37 ldared Holding Company, LLC	17-12697
H38 Mutsu Holding Company, LLC	17-12711
H39 Haralson Holding Company, LLC	17-12661
H4 Pawtuckaway Holding Company, LLC	17-12778
H40 Bramley Holding Company, LLC	17-12766
H41 Grumblethorpe Holding Company, LLC	17-12646
H43 Lenni Heights Holding Company, LLC	17-12717
H44 Green Gables Holding Company, LLC	17-12634
H46 Beech Creek Holding Company, LLC	17-12612
H47 Summit Cut Holding Company, LLC	17-12638
H49 Bowman Holding Company, LLC	17-12725
H5 Chestnut Ridge Holding, LLC	17-12608
H51 Old Carbon Holding Company, LLC	17-12738
H52 Willow Grove Holding Company, LLC	17-12729
H53 Black Bass Holding Company, LLC	17-12639
H54 Seven Stars Holding Company, LLC	17-12831
H55 Old Maitland Holding Company, LLC	17-12747
H56 Craven Holding Company, LLC	17-12633
H58 Baleroy Holding Company, LLC	17-12579
H59 Rising Sun Holding Company, LLC	17-12827
H6 Lilac Meadow Holding Company, LLC	17-12724
H60 Moravian Holding Company, LLC	17-12686
H61 Grand Midway Holding Company, LLC	17-12626
H65 Thombury Farm Holding Company, LLC	17-12644
H66 Heilbron Manor Holding Company, LLC	17-12677
H68 Graeme Park Holding Company, LLC	17-12620-
H7 Dogwood Valley Holding Company, LLC	17-12721
H70 Bishop White Holding Company, LLC	17-12619
H74 Imperial Aly Holding Company, LLC	17-12704
H76 Diamond Cove Holding Company, LLC	17-12700
H8 Melody Lane Holding Company, LLC	17-12756
H9 Strawberry Fields Holding Company, LLC	17-12609
Hackmatack Investments, LLC	17-12653

3

Debtor	Case No.
Haffenburg Investments, LLC	17-12659
Haralson Investments, LLC	17-12663
Harringworth Investments, LLC	17-12669
Hazelpoint Investments, LLC	17-12674
Heilbron Manor Investments, LLC	17-12681
Hollyline Holdings, LLC	17-12684
Hollyline Owners, LLC	17-12688
Hornbeam Investments, LLC	17-12694
Idared Investments, LLC	17-12701
Imperial Aly Investments, LLC	17-12708
Ironsides Investments, LLC	17-12714
Lenni Heights Investments, LLC	17-12720
Lilac Meadow Investments, LLC	17-12728
Lincolnshire Investments, LLC	17-12733
Lonetree Investments, LLC	17-12740
Longbourn Investments, LLC	17-12746
M10 Gateshead Holding Company, LLC	17-12593
Ml1 Anchorpoint Holding Company, LLC	17-12565
M13 Cablestay Holding Company, LLC	17-12795
Ml4 Crossbeam Holding Company, LLC	17-12645
Ml5 Doubleleaf Holding Company, LLC	17-12749
Ml7 Lincolnshire Holding Company, LLC	17-12730
M19 Arrowpoint Holdings Company, LLC	17-12577
M22 Drawspan Holding Company, LLC	17-12764
M24 Fieldpoint Holding Company, LLC	17-12791
M25 Centershot Holding Company, LLC	17-12583
M26 Archivolt Holding Company, LLC	17-12573
M27 Brise Soleil Holding Company, LLC	17-12760
M28 Broadsands Holding Company, LLC	17-12773
M29 Brynderwen Holding Company, LLC	17-12781
M31 Cannington Holding Company, LLC	17-12801
M32 Dollis Brook Holding Company, LLC	17-12731
M33 Harringworth Holding Company, LLC	17-12667

Debtor	Case No.
M34 Quarterpost Holding Company, LLC	17-12814
M36 Springline Holding Company, LLC	17-12584
M37 Topchord Holding Company. LLC	17-12662
M38 Pemberley Holding Company, LLC	17-12787
M39 Derbyshire Holding Company, LLC	17-12692
M40 Longbourn Holding Company, LLC	17-12742
M41 Silverthorne Holding Company, LLC	17-12838
M.43 White Dome Holding Company, LLC	17-12706
M44 Wildernest Holding Company, LLC	17-12718
M45 Clover Basin Holding Company, LLC	17-12618
M46 Owl Ridge Holding Company, LLC	17-12759
M48 Vallecito Holding Company, LLC	17-12670
M49 Squaretop Holding Company, LLC	17-12588
M5 Stepstone Holding Company, LLC	17-12601
M50 Wetterhora Holding Company, LLC	17-12689
M51 Coffee Creek Holding Company, LLC	17-12624
M53 Castle Pines Holding Company, LLC	17-12571
M54 Lonetree Holding Company, LLC	17-12737
M56 Haffenburg Holding Company, LLC	17-12656
M57 Ridgecrest Holding Company, LLC	17-12818
M60 Thunder Basin Holding Company, LLC	1.7-12654
M61 Mineola Holding Company, LLC	17-12668
M62 Sagebrook Holding Company, LLC	17-12829
M63 Crowfield Holding Company, LLC	17-12655
M67 Mountain Spring Holding Company, LLC	17-12695
M68 Goosebrook Holding Company, LLC	17-12615
M70 Pinney Holding Company, LLC	17-12806
M71 Eldredge Holding Company, LLC	17-12771
M72 Daleville Holding Company, LLC	17-12683
M73 Mason Run Holding Company, LLC	17-12748
M74 Varga Holding Company, LLC	17-12680
M75 Riley Creek Holding Company, LLC	17-12825
M76 Chaplin Holding Company, LLC	17-12587

4

Debtor	Case No.
M79 Chestnut Company, LLC	17-12595
M80 Hazelpoint Holding Company, LLC	17-12672
M83 Mt. Holly Holding Company. LLC	17-12703
M85 Glenn Rich Holding Company, LLC	17-12599
M86 Steele Hill Holding Company, LLC	17-12596
M87 Hackmatack Hills Holding Company, LLC	17-12652
M88 Franconia Notch Holding Company, LLC	17-12796
M9 Donnington Holding Company, LLC	17-12741
M90 Merrimack Valley Holding Company, LLC	17-12658
M91 Newville Holding Company, LLC	17-12726
M92 Crystal Woods Holding Company. LLC	17-12671
M93 Goose Rocks Holding Company. LLC	17-12605
M94 Winding Road Holding Company, LLC	17-12736
M95 Pepperwood Holding Company, LLC	17-12802
M97 Red Woods Holding Company, LLC	17-12823
M99 Ironsides Holding Company, LLC	17-12710
Mason Run Investments, LLC	17-12751
Melody Lane Investments, LLC	17-12757
Merrimack Valley Investments, LLC	17-12665
Mineola Investments, LLC	17-12673
Monadnock Investments, LLC	17-12682
Moravian Investments, LLC	17-12690
Mountain Spring Investments, LLC	17-12698
Mt. Holly Investments, LLC	17-12707
Mutsu Investments, LLC	17-12719
Newville Investments, LLC	17-12734
Old Carbon Investments, LLC	17-12743
Old Maitland Investments, LLC	17-12752
Owl Ridge Investments, LLC	17-12763
Papirovka Investments, LLC	17-12774
Pawtuckaway Investments, LLC	17-12783
Pemberley Investments, LLC	17-12790
Pemigewasset Investments, LLC	17-12800

Debtor	Case No.
Pepperwood Investments, LLC	17-12804
Pinney Investments, LLC	17-12808
Pinova Investments, LLC	17-12812
Quarterpost Investments, LLC	17-12816
Red Woods Investments, LLC	17-12824
Ridgecrest Investments, LLC	17-12821
Riley Creek Investments, LLC	17-12826
Rising Sun Investments, LLC	17-12828
Sagebrook Investments, LLC	17-12830
Seven Stars Investments, LLC	17-12832
Silk City Investments, LLC	17-12834
Silver Maple Investments, LLC	17-12836
Silverleaf Funding, LLC	17-12837
Silverthome Investments, LLC	17-12582
Springline Investments, LLC	17-12585
Squaretop Investments, LLC	17-12589
Stayman Investments, LLC	17-12594
Steele Hill Investments, LLC	17-12598
Stepstone Investments, LLC	17-12606
Strawberry Fields Investments, LLC	17-12613
Sturmer Pippin Investments, LLC	17-12629
Summerfree Investments, LLC	17-12635
Summit Cut Investments, LLC	17-12640
Thornbury Farm Investments, LLC	17-12651
Thunder Basin Investments, LLC	17-12657
Topchord Investments, LLC	17-12664
Vallecito Investments, LLC	17-12675
Varga Investments, LLC	17-12685
Wetterhorn Investments, LLC	17-12693
White Birch Investments, LLC	17-12702
White Dome Investments, LLC	17-12709
Whiteacre Funding, LLC	17-12713
Wildernest Investments, LLC	17-12723

5

Debtor	Case No.
Willow Grove Investments, LLC	17-12732
Winding Road Investments, LLC	17-12739
WMF Management, LLC	17-12745
Woodbridge Capital Investments, LLC	17-12750
Woodbridge Commercial Bridge Loan Fund 1, LLC	17-12754
Woodbridge Commercial Bridge Loan Fund 2, LLC	17-12758
Woodbridge Investments, LLC	17-12761
Woodbridge Mezzanine Fund 1, LLC	17-12765
Woodbridge Mortgage Investment Fund 2, LLC	17-12772
Woodbridge Mortgage Investment Fund 3, LLC	17-12776
Woodbridge Mortgage Investment Fund 3A, LLC	17-12780
Woodbridge Mortgage Investment Fund 4, LLC	17-12784
Woodbridge Structured Funding, LLC	17-12786
Zestar Investments, LLC	17-12792

GROUP 2 PETITION DATE: February 9, 2018

Debtor	Case No.
Carbondale Glen Lot L-2, LLC	18-10284
Carbondale Peaks Lot L-l, LLC	18-10286
H18 Massabesic Holding Company, LLC	18-10287
H33 Hawthorn Holding Company, LLC	18-10288
H50 Sachs Bridge Holding Company, LLC	18-10289
H64 Pennhurst Holding Company, LLC	18-10290
Hawthorn Investments, LLC	18-10291
Lilac Valley Investments, LLC	18-10292
M58 Springvale Holding Company, LLC	18-10294
M96 Lilac Valley Holding Company, LLC	18-10295
Massabesic Investments, LLC	18-10293
Pennhurst Investments, LLC	18-10296
Sachs Bridge Investments, LLC	18-10297
Springvale Investments, LLC	18-10298

GROUP 3 PETITION DATE: March 9, 2018

Debtor	Case No.
Bellflower Funding, LLC	18-10507
Wall 123, LLC	18-10508

GROUP 4 PETITION DATE: March 23, 2018

Debtor	Case No.
695 Buggy Circle, LLC	18-10670
Blazingstar Funding, LLC	18-10671
Buggy Circle Holdings, LLC	18-10672
Deerfield Park Investments, LLC	18-10673
H10 Deerfield Park Holding Company, LLC	18-10674
Kirkstead Investments, LLC	18-10675
Ml6 Kirkstead Holding Company, LLC	18-10676

GROUP 5 PETITION DATE: March 27, 2018

Debtor	Case No.
Frog Rock Investments, LLC	18-10733
M77 Frog Rock Holding Company, LLC	18-10734
M89 Mount Washington Holding Company, LLC	18-10735
Mount Washington Investments, LLC	18-10736

6

Exhibit D

Valuation Table

Asset	Value
Cash	$29,357,129, as of October 18, 2018, less the amount of any disbursements made before the Effective Date
Real Properties and Related Assets (Including Riverdale Properties and Loans)	$620,786,000 (see Exhibit 1 to the Chin Declaration [Docket No. 2832] for breakdowns as to specific properties)
Litigation Claims and Other Liquidation Trust Assets	Valuation is uncertain and contingent