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IN THE UNITED STATES BANKRUPTCY COURT DISTRICT OF MINNESOTA

In re: Steven F. Meldahl, Debtor. BKY 12-46965

DEBTORS SECOND AMENDED PLAN OF REORGANIZATION

Steven F. Meldahl (Debtor) proposes the following as his Chapter 11 Plan of Reorganization pursuant to the United States Bankruptcy Code. I. INTRODUCTION Defined Terms. Terms used in this Plan have the meanings given to them in the Bankruptcy Code unless the context requires otherwise. In addition, the following definitions will be used for purposes of the Plan: Effective Date means the eleventh (11th) day after the day on which the Court enters an order confirming this plan. If the eleventh day is a Saturday, Sunday or Holiday, the Effective Date shall be the next day that is not a Saturday, Sunday or Holiday. Holidays shall be determined as defined in Minnesota Statute 645.44, Subd. 5. II. CLASSIFIED CLAIMS AND INTERESTS DESCRIPTION OF HOLDERS AND TREATMENT

Class 1 - Class of Unsecured Creditors Class 1 consists of the general unsecured claims against the Debtor (Class 1 Claims), including anticipated deficiency claims related to the claims secured by the rental properties. The Committee of Unsecured Creditors estimates that Class 1 Claims will total approximately $600,000.00. The Debtor disputes a number of Unsecured Claims. The Debtors Schedules reflect Unsecured Claims in the amount of $960,000.00. Some of these Claims have been resolved during the course of the Bankruptcy Case. Treatment of Class 1 The Debtor will pay in full with interest all allowed Class I Claims. The Debtor has agreed with the Committee of Unsecured Creditors that the Committee will continue to monitor the Debtors post-confirmation operations. The Debtor will enter into a Trust Agreement with the Committee of Unsecured Creditors that will set forth the rights, obligations and responsibilities of the Debtor

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and the Committee of Unsecured Creditors as to the trust assets and distributions. That Agreement is attached as Exhibit A incorporated herein by reference. The Trustee will be Mark Hoiland. The Trustee will charge an hourly rate of $250.00. The Trust Agreement will be approved by separate court order and will control if the Agreement conflicts with the Plan of Reorganization. The Debtor will continue to operate his business and generate sufficient funds to pay all obligations arising under this plan of reorganization. The Debtor will make contributions to the Trust as set forth in the Trust Agreement. The Debtor will give notes for amounts due to the Class 1 claimants and grant to the Trust mortgages on designated unencumbered rental property to secure each note and a note and mortgage on all remaining unencumbered rental property to secure payment in full of the Class 1 claims. The Trust Agreement between the Debtor and the Trustee will provide a release mechanism to release properties at such time as they are sold and a mortgage satisfaction provision at such time as the notes payable to the Trust have been paid in full. Creditors holding allowed Class 1 claims will be paid on a pro rata basis from four sources. The Debtor has obtained Bankruptcy Court authority to sell four (4) properties owned by the Debtor. The Debtor has committed to take $250,000.00 of the net proceeds from the sale and deposit those proceeds into the creditor trust as described herein. The first source will be net proceeds of the Debtors sale of real estate. The Debtor will pay 100% of the net real estate sales proceeds to the Trust. The Debtor will sell sufficient real estate parcels each year to insure the minimum annual distribution (including all contributions to the trust by the Debtor) to the Class 1 claims is $200,000.00 Payments will be distributed by the Trustee to Class 1 Claims as provided in the Trust Agreement. The Debtor will commence sales of the real estate at the end of the first full quarter after confirmation of the Debtors plan of reorganization. The contributions will continue until all class 1 claims are paid in full. Net real estate proceeds are defined to be gross sales proceeds, less real estate commissions, less standard sellers closing costs, less unpaid post-petition real estate taxes, less unpaid post-petition city assessments, fines and less unpaid post-petition water bills. The second source of contributions to the Creditor Trust for Class 1 Claims will be from proceeds of avoidance actions after the payment of all costs and administrative expenses incurred in prosecuting such claims. At present, the Debtor has yet to identify any avoidance actions or bankruptcy causes of action. These claims, if any, will be pursued by the creditor Trustee referenced in this section. The Debtor does not anticipate there will be any significant contributions from this source. The third source of contributions to the Creditor Trust for Class 1 Claims will be monthly payments from the Debtor in the amount of $8,000.00 per month. These payments will commence 30 days after the Effective Date.

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The fourth source of contributions will be from the net profits generated from the rental business of the Debtor. Each quarter, the Debtor will determine the profit or loss incurred by the business. The Debtor will provide an accounting of this profit or loss to the Trustee. The Trustee will have the right to approve or challenge the accounting. In the event of a challenge, the Trustee may audit of the books and records of the business of the Debtor, either directly by the Trustee or through a certified accounting firm. Such audit shall be conducted solely at the discretion of the Trustee and the Trust shall be responsible for paying any costs associated therewith. The Debtor shall cooperate fully and completely with the Trustee or the auditor. The results of the audit shall be binding on both the Debtor and the Trust. Once the accounting is accepted by the Trustee, the Debtor shall pay one-half (1/2) of the net profits to the Trust within 20 days of the acceptance of the accounting by the Trustee. Net operating income is defined as gross rents less: 1. The Debtors agreed upon management fee for living expenses in the amount of $12,000.00 per month; 2. The Debtors monthly payment payable to the creditors trust in the amount of $8,000.00 per month; 3. The monthly escrow for real estate taxes of $10,000.00 per month; 4. The monthly escrow for insurance of $3,000.00 per month; 5. All debt service on properties owned by the Debtor in the approximate amount of $9,095.53; 6. All of the Debtors rental business operating expenses which average approximately $30,000.00 per month; 7. Professional fees which average approximately $2,000.00 per month; 8. Interest calculated on pre-bankruptcy real estate taxes or priority claims owed governmental entities; and 9. An amount needed to service Hennepin County Confessions of Judgment. Within ten days after the Effective Date, the Debtor will record any deeds or transfer documents pursuant to 11 U.S.C. 1146 on all properties owned by the Debtor but not currently titled in the Debtors name. In addition, within the same timeframe, the Debtor will record mortgages granted by the Debtor to the creditor trust created for the benefit of the Debtors unsecured creditors. All deeds, transfer documents and mortgages will be recorded pursuant to 11 U.S.C. 1146. The documents will be recorded free of stamp tax or similar tax, which includes mortgage registry tax and deed tax but does not include recording fees, well disclosure fees, conservation fees, environmental fees or other applicable fees. The Debtor has, and will post-confirmation, maintain an insurance escrow account into which the Debtor will deposit $3,000.00 per month until the escrow account reaches a balance of $50,000.00. So long as any amounts remain unpaid on the Class 1 Claims, the Debtor will maintain the insurance escrow fund. In addition, the Debtor has created a tax escrow account and will deposit $10,000.00 per month into that account. These funds will be used to pay real current estate taxes on the Debtors real property.

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During the course of the case, and pursuant to the terms of this plan, the Debtor will pay no less than what is necessary to pay unsecured creditors more than they would receive in a chapter 7 liquidation proceeding. Unsecured creditors in Class 1 have the right to object to the Debtors plan pursuant to 11 U.S.C. 1129(a)(15). Class 2 - Priority Claims Under Section 507(a)(7) Class 2 consists of all timely filed and allowed priority claims for security deposits paid by tenants prior to December 12, 2012 (the filing date of this case). No Claims in this Class have been timely filed and the Debtor has not identified any tenants or individuals entitled to a Class 2 Claim. Treatment of Class 2 Class 2 Claims will be paid in full on the Effective Date or when they come due, which ever is later, unless the Debtor intends to object to such claim and in such case they will be paid on the eleventh (11th) day after the date on which such claim is allowed. Class 3 Bridgewater Bank The Class 3 Claim is made up of the Debtors obligations to Bridgewater Bank under that certain Note in the original principal amount of $700,000.00 (the Bridgewater Note). The balance as of February 12, 2013 was $676,249.00. The Debtors obligations under the Bridgewater Note are secured under that certain Mortgage dated July 16, 2009 (the Bridgewater Mortgage), under which the Debtor granted Bridgewater Bank a mortgage interest in his principal residence located at 18407 Bearpath Trail, Eden Prairie in Hennepin County, Minnesota. The property is legally described as follows: Bearpath Second Addition, Lot 14, Block 2. (the Property). The Bridgewater Mortgage on Property was recorded in the office of the Hennepin County Recorder on August 11, 2009 as document number A9405702. Class 3 is in a first position of priority on the Property. Treatment of Class 3 Class 3, pursuant to a Loan Modification Agreement dated February 12, 2013, and approved by separate Court Order, will have an allowed secured claim in the amount of $676,249.00. The Claim will be paid with monthly payments in the amount of $3,426.46 commencing February 16, 2013. Interest shall accrue at the rate of 4.5%. The maturity date of the Loan will be January 31, 2018. The Loan will be amortized based upon a 30 year amortization. The remaining terms of the underlying loan documents will remain in effect. The terms of this Plan of Reorganization shall control.

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Class 4 Bridgewater Bank The Class 4 Claim is made up of the Debtors obligations to Bridgewater Bank under that certain Note in the original principal amount of $250,000.00 (the Bridgewater Note 2). The balance as of February 13, 2013 was $250,000.00. The Debtors obligations under the Bridgewater Note 2 are secured under that certain Mortgage dated July 16, 2009 (the Bridgewater Mortgage 2), under which the Debtor granted Bridgewater Bank a mortgage interest in his properties located at the following addresses: (a) (b) (c) (d) (e) 2319 Aldrich Avenue North, Minneapolis, in Hennepin County, Minnesota; 321 31st Avenue North, Minneapolis, in Hennepin County, Minnesota; 4411 Aldrich Avenue North, Minneapolis, in Hennepin County, Minnesota; 528 Morgan Avenue North, Minneapolis, in Hennepin County, Minnesota; and 2414 Logan Avenue North, Minneapolis, in Hennepin County, Minnesota.

The properties are legally described as follows: (a) Highland Park Addition to the City of Minneapolis, Lot 003, Block 012, Hennepin County, Minnesota; (b) Morrisons Addition to North Minneapolis, # 45 Ft of W 85 Ft of Lots 13 and 14, Block 011, Hennepin County, State of Minnesota; (c) S.W. Ponds Addition to Minneapolis, Lot 008, Block 001, Hennepin County, State of Minnesota; (d) Maben, White, and LeBrons Addition to Minneapolis, Lots 13 and 14, Block 005, Hennepin County, State of Minnesota; and (e) Forest Heights, Lot 016, Block 008, Hennepin County, State of Minnesota. (the Properties). The Bridgewater Mortgage 2 on the Properties was recorded in the office of the Hennepin County Recorder on August 11, 2009 as document number A9405716. Class 4 is in a first position of priority on the Properties. Treatment of Class 4 Class 4, pursuant to a Loan Modification Agreement dated February 13, 2013, and approved by separate Court Order, will have an allowed secured claim in the amount of $250,000.00. The Claim will be paid with monthly payments in the amount of $1,226.71 commencing February 16, 2013. Interest shall accrue at the rate of 4.5%. The maturity date of the Loan will be January 31, 2018. The Loan will be amortized based upon a 30 year amortization. The remaining terms of the underlying loan documents will remain in effect. The terms of this Plan of Reorganization shall control.

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Class 5 JSRS Capital, LLC The original JSRS Note was signed by SJM Properties, Inc., a non-profit corporation owned entirely by the Debtor. All of the loan proceeds went into the Debtors checking account. All payments made prior to Bankruptcy were made by the Debtor against the JSRS Note. The Class 5 Claim is made up of the Debtors obligations to JSRS Capital, LLC under that certain Note in the original principal amount of $75,000.00 (the JSRS Note). The balance as of December 12, 2012 was $43,125.00. The Debtor made two payments to JSRS after an agreement was reached in January 2013. The payments were in the amount of $4,312.50 on February 1, 2013 and $4,312.50 on February 28, 2013. These two payments reduced the balance to $34,500.00 as of March 2, 2013. The Debtors obligations under the JSRS Capital, LLC Note are secured under certain Mortgages dated May 24, 2012 (the JSRS Capital, LLC Mortgage), under which the Debtor granted JSRS Capital, LLC a mortgage interest in his properties located at the following locations: (a) 2815 14th Avenue South, Minneapolis in Hennepin County, Minnesota; and (b) 425 24th Avenue North, Minneapolis in Hennepin County, Minnesota. The properties are legally described as follow: (a) Merrian and Shaws Addition to Minneapolis, South of Lot 8, Block 2, Hennepin County, State of Minnesota; and (b) Cobbs Addition to North Minneapolis, West 77 Feet of Lots 13 and 14, Block 8, Hennepin County, State of Minnesota. (the Properties). The JSRS Capital, LLC Mortgage on the Property located at 2815-14th Avenue South was recorded in the office of the Hennepin County Recorder on July 11, 2012 as document number T4972115; and The JSRS Capital, LLC Mortgage on the Property located at 425-24th Avenue North was recorded in the office of the Hennepin County Recorder on July 6, 2012 as document number A9813049. Class 5 is in a first position of priority on the Properties. Treatment of Class 5 As a result of Lift Stay Motion and litigation between the Debtor and the Class 5 Creditor, the Debtor has agreed to pay the Class 5 Creditor $48,000.00. The Debtor, pursuant to Court authorization, will pay the Class 5 Claim without interest in monthly payments in the amount of $3,000.00 per month commencing September 1, 2013 and continuing on the 1st day of each subsequent month until August 31, 2014. On August 31, 2014 the full remaining balance of the debt is due and payable to the Class 5 Creditor. The Debtor has listed both properties that are pledged and mortgaged to the Class 5 Creditor. The Debtor has sold one of the two properties and will use the proceeds of the sale to pay the Class 5 Claim in full.

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The Terms of this Plan of Reorganization shall control. Class 6 MidCountry Bank, fsb The Class 6 Claim is made up of the Debtors obligations to MidCountry Bank, fsb under that certain Note in the original principal amount of $250,000.00 (the MidCountry Note). The Debtors obligations under the MidCountry Note are secured under that certain Mortgage dated April 29, 2008 (the MidCountry Mortgage), under which the Debtor granted MidCountry Bank a mortgage interest in his properties located at the following: (a) 3709 2nd Avenue South, Minneapolis in Hennepin County, Minnesota; and (b) 2442 15th Avenue South, Minneapolis in Hennepin County, Minnesota. The properties are legally described as follows: (a) Channells 2nd Addition to Minneapolis, Lot 014, Block 001, Hennepin County, State of Minnesota; and (b) Gales 1st Addition to Minneapolis, That part of Lot 004, Block 007 Lying S of N 14.33 FT, Hennepin County, State of Minnesota. (the Properties). The MidCountry Mortgage on the Properties was recorded in the office of the Hennepin County Recorder on May 8, 2008 as document number 9130898. Class 6 is in a first position of priority on the Properties. Treatment of Class 6 The Debtor and Class 6 creditor previously have stipulated as follows: (1) the Bankruptcy Court has terminated the automatic stay; (2) The Debtor and the Class 6 creditor have entered into Voluntary Foreclosure Agreements, which have been recorded; (3) the Class 6 creditor has collected rents as of the date of Court approval; and (4) the Class 6 creditor will not file a claim in the Debtors bankruptcy case. The Terms of this Plan of Reorganization shall control. Class 7 - Private Bank The Class 7 Claim is made up of the Debtors obligation to Private Bank under that certain Note in the original principal amount of $350,000.00 (the Private Bank Note). The Debtors obligations under the Private Bank Note are secured under that certain Mortgage dated September 2, 2009 (the Private Bank Mortgage) and recorded September 23, 2009 as document number A9423855, as thereafter modified by Modification of Mortgage dated February 14, 2012 and recorded on February 24, 2012 as document number A975488, under

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which the Debtor granted Private Bank a second mortgage interest in his principal residence located at 18407 Bearpath Trail, Eden Prairie, Minnesota. The property is legally described as follows: Bearpath Second Addition, Lot 014, Block 002, Eden Prairie, Hennepin County, State of Minnesota (the Property).

Class 7 is in a second position of priority on the Property. As of the Filing Date, the unpaid balance under the Private Bank Note, including principal and unpaid interest, was $347,782.60. The fair market value of the Property is $1,270,000.00. As such, Class 7 is fully secured. Treatment of Class 7 Class 7, pursuant to a Loan Modification Agreement dated March 12, 2013, and approved by separate Bankruptcy Court Order, will have an allowed secured claim in the amount of $347,782.60. The Claim will be paid with monthly payments in the amount of $1,655.60 commencing March 15, 2013. The interest will accrue at the rate of 4% for the term of the loan and the maturity date of the loan will be February 18, 2018. The Loan will be amortized based upon a 30 year amortization. The remaining terms of the underlying loan documents will remain in effect. The terms of this Plan of Reorganization shall control. Class 8 Private Bank The Class 8 Claim is made up of the Debtors obligations to Private Bank under that certain Note in the original principal amount of $182,000.00 (the Private Bank Note). The Debtors obligations under the Private Bank Note are secured by Mortgages dated April 14, 2009 (the Private Bank Mortgage), under which the Debtor granted Private Bank mortgage interest in his properties located at the following addresses: 3311 Oakland Avenue South, Minneapolis, in Hennepin County, Minnesota; and 2018 11th Avenue South, Minneapolis, in Hennepin County, Minnesota. The properties are legally described as follows: Nichols and Seagers Addition to Minneapolis, Lot 005, Block 006, City of Minneapolis, County of Hennepin, State of Minnesota; and Herricks Addition to Minneapolis, Lot 012, Block 002, City of Minneapolis, County of Hennepin, State of Minnesota.

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(the Properties). The Private Bank Mortgage on the Property located at 3311 Oakland Avenue South was recorded in the office of the Hennepin County Recorder on April 28, 2009, as document number A9354450; and The Private Bank Mortgage on the Property located at 2018 11th Avenue North was recorded in the office of the Hennepin County Recorder on April 28, 2009, as document number A9354451. Class 8 is in a first position of priority on the Property. As of the Filing Date, the unpaid balance under the Private Bank Note, including principal and unpaid interest, was $178,051.58. The fair market value of the Properties is $180,000.00. As such, Class 8 is fully secured. Treatment of Class 8 Class 8, pursuant to a Loan Modification Agreement dated March 12, 2013 and approved by a separate Bankruptcy Court Order will have an allowed secured claim in the amount of $178,051.58. The Claim will be paid in monthly payments in the amount of $1,075.86 commencing March 15, 2013. Interest shall accrue at the rate of 4%. The maturity date of the Loan will be February 15, 2018. The Loan will be based upon a 20 year amortization schedule. The remaining terms of the underlying loan documents will remain in effect. The terms of this Plan of Reorganization shall control. Class 9 Wachovia Mortgage The Class 9 Claim is made up of the Debtors obligations to Wachovia Mortgage under that certain Note in the original principal amount of $397,400.00 (the Wachovia Mortgage Note). The balance as of December 12, 2012 was $358,367.00. Mortgage servicing is now performed by Fay Servicing, 939 West North Avenue, Chicago, IL 60642. The Debtors obligations under the Wachovia Mortgage Note is secured under that certain Mortgage dated February 21, 2006 (the Wachovia Mortgage), under which the Debtor granted Wachovia Mortgage a mortgage interest in his property located at 9086 Prosperity Way, Ft. Myers, in Lee County, Florida. The property is legally described as follows: Colonial Country Club Par 118 PB 72 PGS 60-61 Lot 12, Lee County, Florida (the Property). The Wachovia Mortgage on the Property was recorded in the office of the Lee County Circuit Court on February 21, 2006, as document number 2006000080551. Class 9 is in a first position of priority on the Property.

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As of the Filing Date, the unpaid balance under the Wachovia Mortgage Note, including principal and unpaid interest, was $358,367.00. The fair market value of the Property is $295,594.00. As such, Class 9 is not fully secured. Treatment of Class 9 Class 9 will have an allowed secured claim in the amount of principal and interest due as of the confirmation date, currently approximately $358,367.00. This sum will be paid with monthly payments in the amount of $1,815.79 commencing on the Effective Date. The Debtor will also make a monthly insurance and tax escrow payment to the Class 9 Creditor. The interest will accrue on the unpaid balance at the rate of 4.5% per annum. The Claim will be amortized based upon a 30 year amortization. The remaining terms of the underlying loan documents will remain in effect. In the event of a default by the Debtor making payments as described to the Class 9 creditor, the Class 9 creditor will be entitled to declare a default and obtain expedited relief from the Automatic Stay to pursue its remedies. The terms of this Plan of Reorganization shall control.

Class 10 Hennepin County The Class 10 Claim consists of Judgments entered by way of Confessions of Judgment against the Debtor and in favor of Hennepin County representing unpaid real estate taxes as follows: $11,366.00 pertaining to 3701 6th Street North, Minneapolis, MN $14,192.00 pertaining to 3906 Emerson Avenue North, Minneapolis, MN $13,166.00 pertaining to 1518 Thomas Avenue North, Minneapolis, MN $11,445.00 pertaining to 1714 Queen Avenue North, Minneapolis, MN $8,241.00 pertaining to 2807 Knox Avenue North, Minneapolis, MN $13,217.00 pertaining to 2942 Dupont Avenue North, Minneapolis, MN $11,733.00 pertaining to 421 Morgan Avenue North, Minneapolis, MN $9,036.00 pertaining to 2634 13th Avenue South, Minneapolis, MN $25,005.00 pertaining to 2500 Humboldt Avenue North, Minneapolis, MN $16,789.00 pertaining to 2306 James Avenue North, Minneapolis, MN $9,644.00 pertaining to 425 24th Avenue North, Minneapolis, MN The Debtors obligations under the 12 Confessions of Judgments are secured by the Judgments on each of the following properties legally described as follows Nichols-Frissell Co.s Lyndale Park Addition to Minneapolis, Lot 010, Block 003, Hennepin County, State of Minnesota; Higgins and Sinclairs Addition to Minneapolis, Lot 017, Block 001, Hennepin County, State of Minnesota; W H Lauderdales Addition to Minneapolis, Lot 027, Block 001, Hennepin County, State of Minnesota; Eastlawn Addition to Minneapolis, Lot 015, Block 001, Hennepin County, State of Minnesota;

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Whitney and Goulds Subdivision of Lot M of Babbitts Outlots to the City of Minneapolis, Lot 007, Block 002, Hennepin County, State of Minnesota; Harmony Terrace, Lot 026, Block 004, Hennepin County, State of Minnesota; Maben, White and LeBrons Addition to Minneapolis, MN, Block 007, Lot 4 and N 26 Ft of Lot 5, Hennepin County, State of Minnesota; Wrights Addition to Minneapolis, Lot 002, Block 002, Hennepin County, State of Minnesota; Highland Park Addition to the City of Minneapolis, S 2 Ft of 89 Ft of E 179 Ft of Lot 7, Block 043, Hennepin County, State of Minnesota; Forest Heights, Lot 023, Block 018, Hennepin County, State of Minnesota; and Cobbs Addition to North Minneapolis, W 77 Ft of Lots 13 and 14, Block 008, Hennepin County, State of Minnesota. (the Properties). Class 10 is in a first position of priority on the Property. Treatment of Class 10 Class 10 will have allowed secured claims in the amount of the Judgment balances as of the Confirmation Date. The Debtor will make payments on the Confessions of Judgments in accordance with their terms. The annual payments to be made by the Debtor range between $1,300.00 and $2,900.00 annually for each year. The Confessions of Judgments all call for annual payments to be made by the Debtor on or before December 31 of each calendar year. The Confessions of Judgments are payable over ten (10) years from their execution in 2012. The amount of payments varies depending on the terms of each Confession of Judgment. The Terms of this Plan of Reorganization shall control. Class 11 Hennepin County Ad Valorem Property Tax Claims This section shall govern the ad valorem property tax claims Tax Claims filed by Hennepin County County for taxes owing on properties owned by the Debtor. These Tax Claims are secured by a lien on real property and are not personal liabilities of the Debtor. See Minn. Stat. 272.31. Pursuant to 11 U.S.C. 1123(a)(1) the Claims are classified. These Tax Claims reflect all property taxes secured by liens that had attached as of the petition date, any interest and penalty that had accrued as of the petition date, and any special assessments certified to the County for inclusion on a property tax bill as of the petition date. As it deems necessary, the County may amend its Tax Claims to reflect more accurate petition-date claim totals. 1. Liens Preserved. All property tax liens that attached to real properties included in the estate as of the petition date are preserved. Property tax liens shall attach postpetition to real properties by operation of Minnesota law.

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2. Interest on Tax Claims. To the extent the Countys Tax Claims are over-secured, those Tax Claims shall be entitled to interest at the state statutory rate for delinquent taxes. 11 U.S.C. 511. Interest shall accrue on any part of the Tax Claims that are delinquent or become delinquent at the rate and in the method prescribed by Minn. Stat. 279.03. 3. Penalties on Tax Claims. Notwithstanding Minn. Stat. 279.01, no penalties shall accrue or be charged on unpaid property taxes on properties owned by the Debtor during the period of the automatic stay, which period shall be determined by 11 U.S.C. 362(c). 4. Payment of Tax Claims. Tax Claims shall be paid in full with interest, in monthly cash installments within five years after the order for relief. Payments shall be directed to the Hennepin County Treasurer at the following address: Hennepin County Treasurer Attn: Vicci Lee A-600 Government Center 300 S Sixth Street Minneapolis, MN 55487-0060 5. Application of Tax Claim Payments. Hennepin County shall apply Tax Claim payments in the manner provided by Minnesota Statutes and in its ordinary course of business. 6. Recording Real Estate Documents. Pursuant to 11 U.S.C. 1146, the Debtor may record real property documents without payment of a stamp tax or similar tax when the document to be recorded is an instrument of transfer or security, which memorializes a transaction made pursuant to this Plan. For purposes of clarification, stamp tax refers to a deed tax or mortgage registry tax but not to a recording fee, a well disclosure fee, a conservation fee, an environmental fee, or other applicable fees. At the time such document is presented for recording, the Debtor shall present an order of the Bankruptcy Court in this proceeding authorizing the transaction which is the subject of the document to be recorded. Additionally, Minn. Stat. 272.12 shall not preclude the recording of a document when the Debtor presents an order of the Bankruptcy Court in this proceeding authorizing the transaction which is the subject of the document to be recorded.

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7. Payment of Post-Petition Property Taxes. a. No Administrative Expense Claims Need Be Filed. The County need not file administrative expense claims for any taxes not included in its Tax Claims and payable post-petition. b. Payment Directly to County Treasurer. Property taxes that are payable post-petition, and that are not included in the Countys Tax Claims, shall be paid in full directly to the County Treasurer in the ordinary course of business on or before the statutory payment dates of May 15 and October 15 each year. To the extent that taxes payable post-petition are included in the Countys Tax Claims and are paid timely in the manner of taxes paid in the ordinary course of business, those payments shall be applied to the Tax Claims. c. Tax Petitions. The Debtor is currently contesting the Claims for real estate taxes and assessments from Hennepin County and the City of Minneapolis. That litigation is pending in the Minnesota Tax Court and Minnesota State District Court. The Debtor will continue to prosecute the tax challenges. As a result of the Courts approval of this Plan, the Tax Creditors shall retain their pre-bankruptcy liens on the Debtors assets. At such time as the State Court actions are determined by Final Order, the amount to be refunded to the Debtor, if any, shall be retained by the Debtor for purposes of paying future real estate taxes. In the event the tax creditors prevail, the Debtor will pay any balance due on the pre-bankruptcy Claims over four years with interest to accrue at the statutory rate provided by Minnesota Law. In addition, the Debtor will file claim objections to the claims filed by Hennepin County and/or the City of Minneapolis. Claim objections shall be held in abeyance pending the resolution in the appropriate state court forum of the amount of the claim owed on the Debtors real estate. The Debtor believes that once the values of the Debtors property are determined either by this Court or in Minnesota Tax Court, the Debtor will owe no money to Hennepin County and will in fact be entitled to a refund. Any refund received may be used by the Debtor to offset future real estate taxes due and owing on the Debtors properties. The Terms of this Plan of Reorganization shall control.

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Class 12 Florida Property Tax Claims The Debtor believes that Hillsboro County, State of Florida and Lee County, State of Florida holds pre-petition priority tax claims. Pursuant to 11 U.S.C. 1123(a)(1), the Claims are classified. They are entitled to priority pursuant to 11 U.S.C. 507(a)(8). After the Effective Date, the Florida property tax claims will accrue interest on the terms and at the rate provide for in 20 U.S.C. 6621(b) and will be paid in periodic payments so that the claims are fully amortized and paid over a period of 5 years from the Petition Date, all pursuant to 11 U.S.C. 1129(a)(9)(c). The terms of this Plan of Reorganization shall control. III. IMPAIRED AND UNIMPAIRED CLASSES

Classes 1, 3, 4, 5, 7, 8 and 9 are impaired and entitled to vote on the Plan. Classes 2, 6, 10, 11 and 12 are unimpaired. IV. UNCLASSIFIED CLAIMS DESCRIPTION OF HOLDERS AND TREATMENT OF CLAIMS Administrative Expenses Administrative Claim means any claim for the payment of any administrative expense arising under Section 503(b) of the Bankruptcy Code. Subject to the specific terms set forth below, the Debtor will pay each holder of an allowed Administrative Claim (except any such holder that agrees to different treatment) the allowed amount of such holders allowed Administrative Claim, in cash, on the Effective Date; provided, however, that allowed Administrative Claims representing post-petition liabilities incurred in the ordinary course of business by the Debtor will be paid as they come due. The Debtor has been advised by the counsel for the Committee of Unsecured Creditors that unpaid Administrative Claims asserted by the attorney for the Committee of Unsecured Creditors and the Consultant retained by the Committee are, at present, between $85,000.00 to $90,000.00. The Debtors attorney estimates that his fees approximate $10,000.00. 4.2 U.S. Trustee Fees and Court Costs

U.S. Trustee fees and court costs that constitute Administrative Claims are those obligations imposed by operation of 28 U.S.C. 1930 (all such fees and costs will be referred to as U.S. Trustee Fees). The Debtor will pay all U.S. Trustee Fees owed by the Debtor, as and when due, until the Bankruptcy Case is closed. In addition, the Debtor will continue to comply with all reporting requirements imposed by the U.S. Trustee until this Bankruptcy Case is closed.

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4.3

Other Administrative Expense Claims

There will be administrative expenses for the attorney fees and costs associated with this bankruptcy case. There may be other Administrative Claims, such as the following: (1) filed proofs of claim for administrative expenses; (2) post-petition taxes; (3) unpaid post-petition claims incurred in the ordinary course of business; and (4) certain claims associated with executory contracts and unexpired leases (the treatment of claims arising out of executory contracts and unexpired leases is more fully described in Section 4.4 below) (all of the foregoing will be referred to as Other Administrative Claims). The Debtor has remained current on all of its post-petition obligations, and does not believe that it is liable on any Other Administrative Claims, except as discussed below for post-petition property taxes. To the extent that there are any allowed Other Administrative Claims, such claims will be paid, in full and in cash, on the Effective Date, or as otherwise agreed to by the Debtor and the claimant, subject to the following exception: For claims incurred in the ordinary course of business after the Filing Date, the Debtor will pay such claims as they become due, or otherwise in the ordinary course of Debtors business. 4.4 Executory Contracts and Unexpired Leases

The Debtor is a party to executory contracts and unexpired leases for properties the Debtor is leasing to third parties. Pursuant to Section 365 of the Bankruptcy Code, a debtor in possession may either: (i) assume the contract, (ii) reject the contract, or (iii) assume and assign the contract. The treatment that any contract or lease receives in the course of a bankruptcy case dictates the nature of the claim that the non-debtor party may have by reason of the contract or lease. Generally, the rejection of a contract or lease will give rise to a general unsecured claim for damages and pre-petition arrearages, while the assumption of a contract or lease will require that all defaults be cured, and claims related to monetary defaults will be afforded priority status under the Bankruptcy Code. The Debtor will assume all Lease Agreement with third parties to whom the Debtor is leasing a rental property owned by the Debtor. From and after the date on which an order confirming the Plan is entered, the Debtor will timely perform his obligations according to the terms of all assumed contracts, as the same may be modified by the terms of the Plan. Notwithstanding the foregoing, with respect to arrearages outstanding as of the date on which a contract or lease is assumed, the Debtor will cure such arrearages promptly after the Effective Date, or as otherwise agreed to by the Debtor and the other party to any affected contract. As to rejected contracts and leases, the parties to such contracts and leases may have claims arising under the terms of the relevant agreement, or arising from the rejection of the contract or lease, or both. In accordance with the provisions of the Bankruptcy Code, any claim based on the rejection of an executory contract or unexpired lease will be treated as an unsecured claim. Unless otherwise ordered by the Court, the deadline for filing a proof of claim for any such claim arising from rejection of a contract or lease will be fixed at 30 days from the date on which an

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order confirming the Plan is entered. Any creditors whose contract or lease has been rejected may file a Claim as an Unsecured Claim in Class 1. THE INFORMATION PROVIDED HEREIN CONSTITUTES NOTICE OF THE DEADLINE FOR ASSERTING CLAIMS FOR DAMAGES FROM REJECTION OF ANY EXECUTORY CONTRACT OR UNEXPIRED LEASE. Other than the Debtors Leases of his rental properties, all other Executory Contracts or unexpired Leases are rejected. V. PROOFS OF CLAIMS AND OBJECTIONS TO CLAIMS

In general, creditors are permitted to file proofs of claims with the Bankruptcy Court pursuant to Bankruptcy Rules 3001 or 3002. The deadline for timely filing a proof of claim for nongovernmental creditors was April 11, 2013 and the deadline for governmental creditors was June 10, 2013. Certain creditors may hold or assert claims for the payment of administrative expenses of the types described in Section 503(b) of the Bankruptcy Code. Unless otherwise ordered by the Bankruptcy Court, the deadline by which administrative claims must be timely filed is thirty days after the date on which an order confirming the Plan is entered. Administrative expense claims must be asserted by motion filed and served by the deadline set forth herein. SUBJECT TO SUBSEQUENT ORDER OF THE BANKRUPTCY COURT, THIS INFORMATION CONSTITUTES NOTICE OF THE DEADLINE FOR ASSERTING ADMINISTRATIVE EXPENSE CLAIMS. Certain creditors may have claims arising from the rejection of executory contracts or unexpired leases, whether rejected under the Plan or pursuant to a motion filed during the pendency of the Bankruptcy Case. Claims for damages arising out of such rejection must be asserted by the filing of a proof of claim within thirty days after the date on which an order confirming the Plan is entered. Parties to executory contracts and unexpired leases that have been or may yet be rejected by the Debtor, by motion or otherwise, at or before confirmation must file proofs of claims for any damages from such rejection in accordance with the Bankruptcy Courts order approving such rejection, or, if the order does not so provide, pursuant to the terms of this paragraph. THE INFORMATION PROVIDED HEREIN CONSTITUTES NOTICE OF THE DEADLINE FOR ASSERTING CLAIMS FOR DAMAGES FROM REJECTION OF ANY EXECUTORY CONTRACT OR UNEXPIRED LEASE. VI. 6.1 CLAIMS OF THE DEBTOR AGAINST OTHERS Claims from Bankruptcy Laws Preferences, etc.

The bankruptcy laws create a number of claims and causes of action that a debtor-in-possession may pursue for the benefit of the bankruptcy estate. Among the rights of recovery that are available to a debtor-in-possession are those based on theories of preferential and fraudulent transfer.

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A preference is a payment or other transfer of property to or for the benefit of a creditor, before the bankruptcy case was commenced, on account of an antecedent debt, that: (1) was made while the debtor was insolvent; (2) was made within the time period(s) specified in Section 547(b)(4) of the Bankruptcy Code; and (3) enabled the creditor receiving the transfer to receive more than the creditor would receive if the case were a case under Chapter 7 of the Bankruptcy Code. When a debtor avoids a preferential transfer, the preference defendant is required to return the payment or other transfer made, and the preference defendant then ordinarily has an unsecured claim in the amount of the returned preference. An avoidable fraudulent conveyance under the bankruptcy laws is a transfer of an interest of the debtor in property, or any obligation incurred by the debtor, that was either: (a) undertaken with actual intent to hinder, delay, or defraud any present or future creditor; or (b) a transaction under which the debtor received less than a reasonably equivalent value, and (i) the debtor was insolvent on the date the transfer was made or such obligation was incurred or became insolvent as a result of such transfer or obligation; (ii) the debtor was engaged in business or a transaction, or was about to engage in such business or transaction for which the debtors remaining assets would be insufficient; or (iii) the debtor intended to incur or believed that it would incur debts that would be beyond the debtors ability to pay as such debts matured. Based on a review of its records so far, the Debtor believes that there are no viable constructively fraudulent or preferential transfers that would be subject to avoidance The Debtor will continue its review and will pursue any avoidance actions that they determine are likely to generate recoveries for the benefit of creditors. Any cash proceeds recovered by reason of the disposition of any avoidance action will be used first to pay administrative expenses associated with such avoidance action, and the remainder will be paid to Class 1 Creditors on a pro rata basis. 6.2 Setoffs

Subject to the limitations provided in Section 553 of the Bankruptcy Code, the Debtor may, but will not be required to, setoff against any claim and the payments or other distributions to be made pursuant to the Plan in respect of such claim, claims of any nature whatsoever the Debtor may have against the holder of such claim. Neither the failure to setoff, nor the allowance of any claim hereunder will constitute a waiver or release by the Debtor of any such claim that the Debtor may have against such holder. VII. POST CONFIRMATION

Means for Execution 7.1 Plan Funding

The Debtor will continue to earn income from the operation of rental properties. This income will be used to fund the Debtors operating expenses and living expenses. This assumes the modification of mortgages on the Debtors rental properties as described herein.

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In 2013, and subsequent to Confirmation, the Debtor will sell rental properties as listed or as agreed to by the Trust. The sales will be negotiated on a non-liquidation basis. In doing so, the Debtor will incur commissions and closing costs. Net sales proceeds are defined elsewhere in this Plan. Net sales proceeds will be used by the Debtor to fund this Plan of Reorganization. The Debtor will establish a separate bank account for business purposes and a personal account for his own use. Management fees will be paid from the business account to the personal account. The Debtor will not commingle any funds in the business account and the personal account. The Debtor will not use funds in the business account for payment of any personal expenses. The Creditor Trustee will have the right to enforce these provisions. If the Debtor fails to abide by these provisions, the Creditor Trustee will have the right to seek injunctive relief and, if necessary, to bring a motion to appoint a receiver for the business. 7.2 Plan Distributions

The distributions under the Plan to Class 1 Unsecured Creditors will be made by the Creditor Trust Trustee on the dates as provided for in the Plan, or on such earlier dates as the Trustee, in his sole discretion, may choose. Any payment or distribution required to be made under this Plan on a day other than a business day will be made on the next succeeding business day, or as soon thereafter as practicable. The Trustee will not be required to make any payment or distribution on account of a disputed claim unless the dispute has been resolved and then only to the extent the disputed claim becomes an allowed claim, whether by agreement of the parties of by a final order of the Bankruptcy Court. After the claim is resolved and subject to the terms of the Plan, the Trustee will pay and distribute to the holder. The Debtor may choose, in the alternative, to make any additional payment or distribution to the creditor holding a previously disputed allowed claim to bring distributions on account of such claim current with where they would have been had the claim never been subject to objection. In the event that any property to be distributed under the Plan remains unclaimed or otherwise not deliverable to a creditor entitled thereto as of the later of: (a) one year after the date on which an order confirming the Plan is entered; or (b) one hundred twenty (120) days after any distribution called for under the terms of the Plan, such property will become vested in and will be transferred and delivered to the Debtor. Unclaimed property includes, but is not limited to, checks issued pursuant to the Plan and not negotiated within ninety (90) days of the date such check was issued. The Debtor will withhold from any property distributed under this Plan, any amounts required to be withheld for federal, state, or local taxes. Except as expressly stated in the Plan or otherwise allowed by a final order of the Bankruptcy Court, no interest, penalty, or late charge arising after the Filing Date will be allowed on any claim, regardless of whether there is any objection to the claim. No attorneys fees will be paid

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with respect to any claim except as specified in the Plan, or as allowed by a final order of the Bankruptcy Court. Distributions to be made under this Plan to holders of allowed claims will be delivered by first class United Sates mail, postage prepaid to (a) the latest mailing address set forth in the schedules if no proof of claim was filed with respect to such claim; or (b) to the address appearing on a proof of claim as the address to which notices should be sent if a proof of claim was filed with respect to such claim. Distributions will be deemed made as of the time they are deposited in the United States mail. Any notices related to the Plan must be addressed as follows: Steven F. Meldahl 18047 Bearpath Trail Eden Prairie, MN 55347 and Steven B. Nosek, Attorney at Law 2855 Anthony Lane South, #201 St. Anthony, MN 55418 7.3 Implementation of Plan

The Plan will be implemented upon entry of an order confirming the Plan. The Plan may be modified in the manner provided for under Section 1127 of the Code. The Debtor will give notice of any proposed modification to the United States Trustee and to any other parties designated by applicable rules or by Court order. The Debtor reserves the right to make such modifications at any hearing on confirmation as may be necessary to facilitate confirmation of the Plan, as well as the right to seek modification after confirmation to the full extent permitted under the Bankruptcy Code. The Debtors obligations under the Plan are contingent upon entry of an order confirming the Plan, and said order not being stayed, appealed, or otherwise challenged before the expiration of the applicable deadline; provided, however, that the Debtor may, in its sole discretion, choose to undertake and perform its obligations under the Plan notwithstanding the pendency of an appeal. Reservation of Rights, Powers and Jurisdiction 7.4 Rights and Powers

Except as otherwise expressly provided in the Plan, the Debtor will retain, after confirmation of the Plan, full right and power to do any of the following: (a) Object to the allowance of claims;

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(b) (c)

Seek subordination of claims; Pursue any claims against third parties, including, but not limited to those based on theories of preference, fraudulent transfer, or any other action arising under Chapter 5 of the Bankruptcy Code; Pursue any claims and enforce any rights arising under the Bankruptcy Code in favor of a trustee or debtor-in-possession; and Pursue any causes of action that the Debtor may have as of the date on which an order confirming the Plan is entered. Except to the extent explicitly released under the terms of the Plan, any and all causes of action that the Debtor may have had prior to confirmation of the Plan will survive confirmation of the Plan, will vest in the Debtor as of confirmation of the Plan, and will not be affected by confirmation or the passing of the Effective Date of the Plan.

(d)

(e)

The Debtor may object to the allowance of claims within the time period provided for in the order confirming the plan, or as otherwise dictated by order of the Court. The Debtors authority to object to the allowance of claims will not be affected in any way by the Debtors failure to object to allowance of any claim for purposes of voting. 7.5 Court Approval

After confirmation of the Plan, the Debtor may seek the Courts approval of any of the following: (a) (b) (c) settlements regarding objections to claims; settlements regarding claims against third parties; settlements regarding allowance of fees and expenses incurred by professionals employed during the pendency of the Bankruptcy Case.

If the Debtor chooses to seek court approval of any such settlements, the Debtor will not be required to provide notice to creditors as would typically be provided during the chapter 11 case or to file and serve a motion for the approval of the settlement. Instead, the Debtor will be authorized to seek approval by filing a stipulation setting forth the material terms of the settlement, along with a proposed order providing for the approval of such stipulation. 7.6 Jurisdiction

Until the Plan has been fully consummated, the Court will retain jurisdiction over, and the Debtor will retain standing and the right to pursue any cause of action, proceeding, or other request for relief related to the following:

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(a) (b)

classification of the claims of creditors; determination of the allowed amount of any claims arising before or during the pendency of the Bankruptcy Case; subordination of the allowed claims of creditors or liens or other interests securing such claims; determination of any counterclaims against any creditor, including any claim for turnover of property of the Debtor and any claim for offset of the value of the property against the claim of the creditor; determination of the allowed amount of claims for damages from the rejection of executory contracts or unexpired leases; determination of all issues and disputes regarding title to the assets of the estate and the Debtor; determination of all causes of actions between the Debtor and any other party, including, but not limited to, any right of the Debtor to recover assets pursuant to the provisions of the Bankruptcy Code, and to avoid any preferential or fraudulent transfers; correction of any defect, the curing of any omission or the reconciliation of any inconsistency of the Plan or the order confirming the Plan as may be necessary to carry out the purpose and intent of the Plan; interpretation and enforcement of the terms of the Plan; shortening or extending, for cause, any time fixed for doing any act or thing under the Plan; entry of any order, including any injunction, necessary to enforce the title, rights, and powers of the Debtor; entry of an order concluding and terminating the case; and approval of any settlement related to any of the foregoing.

(c)

(d)

(e)

(f)

(g)

(h)

(i) (j)

(k)

(l) (m)

The Debtors transfer or assignment of any interests or rights will not affect the Courts retention of jurisdiction to the full extent provided herein.

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VIII. EFFECTS OF PLAN CONFIRMATION 8.1 Binding Effect

The Plan will be binding upon and inure to the benefit of the Debtor, all present and former holders of claims against, or interests in, the Debtor, and all respective successors and assigns. 8.2 Discharge and Injunction

THE DEBTOR IS AN INDIVIDUAL. AFTER CONFIRMATION OF THE DEBTORS PLAN, THE DEBTOR INTENDS TO SEEK AN ORDER CLOSING THE CASE. UPON COMPLETION OF THE PLAN PAYMENTS, THE DEBTOR INTENDS TO REOPEN THE CASE AND FILE A MOTION SEEKING A DISCHARGE. TO THE FULL EXTENT PROVIDED FOR IN SECTION 1141 OF THE CODE, AND SUBJECT TO ANY EXCEPTION OR QUALIFICATION UNDER SUCH SECTION, THE DEBTOR WILL BE ENTITLED TO ENTRY OF AN ORDER PROVIDING FOR THE COMPLETE DISCHARGE, WAIVER, RELEASE, AND SATISFACTION OF ALL CLAIMS AGAINST THE DEBTOR AS OF THE FILING DATE. THE DISCHARGE WILL OPERATE TO RELEASE AND EXTINGUISH ANY PURPORTED LIENS, ENCUMBRANCES, OR SECURITY INTERESTS CLAIMED BY A CLAIMANT OR ANY OTHER ENTITY AGAINST PROPERTY OF THE DEBTOR, PROPERTY DEALT WITH BY THE PLAN, AND PROPERTY OF THE ESTATE, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE PLAN. THE ORDER CONFIRMING THE PLAN IS A GENERAL ADJUDICATION AND RESOLUTION WITH PREJUDICE OF ALL PENDING LEGAL PROCEEDINGS AGAINST THE DEBTOR, PROPERTY OF THE DEBTOR, OR PROPERTY OF THE ESTATE, EXCEPT AS OTHERWISE PROVIDED IN THE PLAN. THE DISCHARGE AND THE ORDER CONFIRMING THE PLAN OPERATE AS AN INJUNCTION TO THE EXTENT PROVIDED IN SECTION 524 OF THE BANKRUPTCY CODE, AND ONLY TO SUCH EXTENT. ANY CREDITOR OR EQUITY HOLDER ENTITLED TO RECEIVE ANY DISTRIBUTION PURSUANT TO THIS PLAN WILL BE PRESUMED CONCLUSIVELY TO HAVE RELEASED THE DEBTOR FROM ANY CLAIM RELATED TO THAT WITH RESPECT TO WHICH THE DISTRIBUTION IS MADE. THIS RELEASE WILL BE ENFORCEABLE AS A MATTER OF CONTRACT AGAINST ANY CREDITOR OR EQUITY HOLDER THAT ACQUIRES ANY RIGHT TO DISTRIBUTION PURSUANT TO THIS PLAN. SUBJECT TO ANY LIMITATIONS PROVIDED FOR IN THE BANKRUPTCY CODE, UNLESS A TAXING AUTHORITY HAS ASSERTED A CLAIM AGAINST THE DEBTOR BEFORE THE DEADLINE FOR FILING CLAIMS, CONFIRMATION OF THE PLAN WILL OPERATE AS A DISCHARGE OF ANY CLAIM OR LIEN OF ANY TAXING AUTHORITY AGAINST THE DEBTOR, THE ESTATE, ANY PROPERTY OF THE DEBTOR, AND ANY PROPERTY OF THE ESTATE, FOR ANY TAXES, PENALTIES, OR INTEREST: (I) FOR ANY TAX YEAR FOR A PERIOD BEFORE THE FILING DATE; (II) ARISING OUT OF THE FAILURE OF THE DEBTOR TO FILE ANY TAX RETURN; OR (III) ARISING OUT

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