Case Doc 700 Filed 05/16/18 Entered 05/16/18 14:03:40 Desc Main Document Page 1 of 5 UNITED STATES BANKRUPTCY COURT DISTRICT OF NORTH DAKOTA

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1 Document Page 1 of 5 UNITED STATES BANKRUPTCY COURT DISTRICT OF NORTH DAKOTA In re: ) ) VANITY SHOP OF GRAND FORKS, INC., ) Chapter 11 ) ) Case No (SH) Debtor. ) ) SIMON PROPERTY GROUP, INC. S JOINDER TO GGP LANDLORDS LIMITED OBJECTION AND RESERVATION OF RIGHTS TO CONFIRMATION OF DEBTOR'S SECOND PLAN OF LIQUIDATION DATED APRIL 9, 2018 Comes now, Simon Property Group, Inc., and its related entities ("Simon ), through its undersigned counsel, Ronald M. Tucker, and hereby files this Joinder to GGP Landlords Limited Objection and Reservation of Rights to Confirmation of Debtor's Second Amended Plan of Liquidation Dated April 9, 2018 (the "Proposed Plan") [Docket No. 646], filed by debtor-inpossession Vanity Shop of Grand Forks, Inc. ("Debtor") and respectfully state: BACKGROUND 1. On March 1, 2017 (the Petition Date ), the above-captioned debtor (the Debtor ) filed a voluntary petition for relief under chapter 11 of tile 11 of the United States Code (the Bankruptcy Code ). 2. As of the Petition Date, the Debtors were the lessees under certain leases of nonresidential real property with Simon (collectively Leases ) as set forth in Exhibit A (attached hereto and incorporated by reference herein). 3. The Debtor filed the Proposed Plan on April 11, Pursuant to this Court s Order Approving Disclosure Statement and Setting Deadline for Return of Ballots and Objections to

2 Document Page 2 of 5 Confirmation and Scheduling Confirmation Hearing (Docket No. 655), objections to the Proposed Plan are due on or before May 15, 2018, and a hearing to confirm the Debtor s Proposed Plan is scheduled for May 22, 2018 at 9:30 a.m. (the Confirmation Hearing ). 4. Simon reserves its rights to substantively respond to objections to its claims if and when filed by Debtor. For avoidance of doubt, Simon further requests that any order confirming the Proposed Plan clarify this issue and make it clear that the Proposed Plan does not constitute an adjudication of any disputed claims. 5. The Proposed Plan appears to violate the absolute priority rule, which generally provides that unsecured creditors have absolute priority over any junior equity interest to receive all money or property distributed, until the unsecured creditors are paid in full under the reorganization plan. See 11 U.S.C. 1129(b)(2); Justice v. Carter (In re Justice), 972 F. 2d 951, 954 (8 th Cir. 1992) (defining the absolute priority rule to bar any junior equity interest "until the unsecured creditors are paid in full under the reorganization plan"); 7 Collier on Bankruptcy, supra, [4][a][i] at pp to -80 (The absolute priority rule "is one part of the basic corporate bargain: debt comes before equity with respect to the debtor's assets."). JOINDER To the extent not inconsistent with the foregoing, Simon joins in the objections to confirmation of the Proposed Plan filed by the Official Committee of Unsecured Creditors and Debtor's other former landlords. WHEREFORE, Simon respectfully request that this Court enter its order (a) sustaining the objections of Simon, (b) denying confirmation of the Proposed Plan, as currently presented, and granting Simon such and further relief as the Court may deem just and proper.

3 Document Page 3 of 5 Dated: May 16, 2018 Respectfully submitted SIMON PROPERTY GROUP, INC. and its affiliated entities By: /s/ Ronald M. Tucker Ronald M. Tucker, Esq. IN W. Washington Street Indianapolis, IN (317) (317) (FAX) address: rtucker@simon.com

4 Document Page 4 of 5 CERTIFICATE OF SERVICE I hereby certify that on May 16, 2018, I electronically filed the foregoing with the Clerk of the Court using the CM/ECF system, causing notice of such filing to be sent to all parties that have appeared in this chapter 11 case. /s/ Ronald M. Tucker Ronald M. Tucker

5 Document Page 5 of 5 Exhibit A Claim No. Property Name DBA Store Number 271 Battlefield Vanity Broadway Square Vanity College Mall Vanity Miller Hill Mall Vanity Firewheel Town Center Vanity 123 Greenwood Park Mall Vanity Independence Center Vanity Tippecanoe Mall Vanity White Oaks Mall Vanity Empire Mall Vanity Southridge Mall Vanity Penn Square Mall Vanity Woodland Hills Mall Vanity Bay Park Square Vanity Columbia Center Vanity Barton Creek Square Delve Blu V Penn Square Mall Delve Blu 2006A 129 Southdale Center Delve Blu 2655