(ii) RCS Plan’s 9019 Settlements. The RCS Plan embodies various
settlements and agreements among the RCS Debtors, the Required Consenting Lenders, the Committee and Luxor (the “Settling Parties”) that are integral to the RCS Plan (the “9019 Settlements”). The 9019 Settlements are an integrated series of settlements reached by the Settling Parties of all RCS Plan-related issues. Each component of the 9019 Settlements is an integral, integrated, and inextricably linked part of the RCS Plan that is not severable from the entirety of the 9019 Settlements and the RCS Plan. In consideration for the distributions and other benefits provided for under the RCS Plan, including the release and exculpation provisions, the 9019 Settlements, as set forth in the RCS Plan, shall constitute a good faith compromise and settlement of, among other things, the value to be provided to holders of Allowed General Unsecured Claims under the RCS Plan and the allocation of that value among creditors of the various Debtors. The 9019 Settlements represent significant concessions from each of the Settling Parties, are fair and equitable, and will avoid the cost and expense of litigation over these issues absent a settlement, and fall well above the lowest point in the range of reasonableness. The 9019 Settlements, as incorporated in the RCS Plan (i) are a permitted means of implementing the RCS Plan pursuant to section 1123(b)(3) of the Bankruptcy Code;(ii) are an integral element of the transactions incorporated into the RCS Plan; (iii) does not constitute substantive consolidation; (iv) confers material benefits on, and is in the best interests of, the RCS Debtors, the RCS Debtors’ Estates, and their creditors; (iv) are fair and equitable and well within the range of reasonableness; and (v) are consistent with sections 105, 1123, and 1129 of the Bankruptcy Code, other provisions of the Bankruptcy Code, Bankruptcy Rule 9019, and other applicable law.
