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(i) falls within the jurisdiction of <br /> this Court under 28 U. S.C. H 1334 (a) , (b) , and <br /> (d) ; <br /> (ii) is an essential means of imple- <br /> menting the Plan pursuant to section 1123 (a) (5) <br /> of the Bankruptcy Code; <br /> (iii) is an integral element of the <br /> transactions incorporated into the Plan; <br /> (iv) confers material benefit on, and <br /> is in the best interest of, the Debtors, their <br /> estates and their creditors; <br /> (v) is important to the overall objec- <br /> tives of the Plan to finally resolve all claims <br /> among or against the parties-in-interest in the <br /> Chapter 11 Case with respect to the Debtors, <br /> their organization, capitalization and operation <br /> the extent provided in the Plan; and <br /> (vi) is consistent with sections 105, <br /> 1123, 1129 and other applicable provisions of the <br /> Bankruptcy Code. <br /> 30 . Limitation of Liability and Exculpation . <br /> The failure to effect the limitation of liability and <br /> exculpation provisions of the Plan would seriously impair <br /> the Debtors ' ability to confirm the Plan. Accordingly, the <br /> limitation of liability and exculpation for the parties <br /> identified in Articles XII .0 of the Plan are approved. <br /> 18 <br />