Are we at this point now? getting close?
15.2 Issuance of New Securities. In the discretion of the Plan Administrator, each
Debtor or Debtor Controlled-Entity (a) may form and transfer certain assets of the Debtors
and/or Debtor Controlled Entities to new (or utilize existing) entities, including, without
limitation, one or more separately managed partnerships, REITs or other investment vehicles, to
hold certain real estate or other assets of the Debtors and/or Debtor-Controlled Entities and, (b)
may, in connection therewith, issue New Securities for Distribution under the Plan. In the event
that the Plan Administrator determines to issue New Securities, each holder of Allowed Claims
or Equity Interests against a Debtor that contributed assets to the entity issuing New Securities
shall receive the relevant New Securities as Distributions in accordance with the Plan. The New
Securities shall be valued as of the date of the issuance and the holders of Allowed Claims or
Equity Interests receiving such New Securities shall be deemed satisfied to the extent of the
value of the New Securities.
15.3 Exemption from Securities Laws. To the maximum extent provided by section
1145 of the Bankruptcy Code and applicable non-bankruptcy law, the issuance of any New
Securities or Liquidating Trust Interests will be exempt from registration under the Securities
Act of 1933, as amended, and all rules and regulations promulgated thereunder and any other
applicable non-bankruptcy law or regulation.
15.4 Exemption from Transfer Taxes. Pursuant to section 1146(a) of the Bankruptcy
Code, (a) the issuance, transfer, or exchange of notes or equity securities, (b) the creation of any
mortgage, deed of trust, lien, pledge, or other security interest, (c) the making or assignment of
or surrender of any lease or sublease, or (d) the making of or delivery of any deed or other
instrument of transfer under, in furtherance of, or in connection with the Plan, and any merger
agreements, agreements of restructuring, disposition, liquidation or dissolution, any deeds, bills
of sale, transfers of tangible property, or assignments executed in connection with any
disposition or acquisition of assets contemplated by the Plan (including by a Liquidating Trust),
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in each case whether as a result of sale, assignment, foreclosure or deed in lieu of foreclosure,
shall not be subject to any stamp, real estate transfer, mortgage recording or other similar tax.
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