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<br />pursuant to Federal Rule of Civil Procedure 52(a)(1), as incorporated by Bankruptcy Rule 7052,
<br />issued its oral ruling on the record at the Confirmation Hearing and in accordance with the
<br />Court's ruling on the record, makes the following findings of fact and conclusions of law:
<br />Findin,s and Conclusions / Judi©al Notice
<br />A. The findings and conclusions set forth herein constitute the Court's findings of
<br />fact and conclusions of Law pursuant to Fed. R. Bankr. P. 7052, made applicable to this
<br />proceeding pursuant to Fed. R. Bankr. P. 9014. To the extent any of the following findings of
<br />fact constitute conclusions of law, they are adopted as such. To the extent any of the following
<br />conclusions of law constitute findings of fact, they are adopted as such.
<br />B. The Court takes judicial notice of the docket in these Chapter 11 Cases and any
<br />related adversary proceedings or the claims registers) maintained by Epiq Corporate
<br />Restructuring, LLC, the Debtors' claims and noticing agent, including, without limitation, all
<br />pleadings and other documents filed, all orders entered, and all evidence and arguments made,
<br />proffered, or adduced at the hearings held before the Court during the pendency of these
<br />Chapter 11 Cases.
<br />Jurisdiction and Venue
<br />C. On July 22, 2020 (the "Petition Date"), the Debtors commenced these cases by
<br />filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. § § 101-
<br />1532 (the `Bankruntev Code").
<br />D. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. §
<br />157(b)(2)(L). This Court has exclusive jurisdiction to determine whether the Plan complies with
<br />the applicable provisions of the Bankruptcy Code and should be confirmed, and this Court's
<br />exercise of such jurisdiction to enter a final order with respect thereto is proper in all respects.
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<br />Burden of Proof
<br />I. The Proponents have the burden of proving the elements of section 1129(a) (and
<br />if applicable, section 1129(b)) of the Bankruptcy Code by a preponderance of the evidence and
<br />they have met that burden as further found and determined herein.
<br />Compliance with Sections 1123 and 1129 of the Bankrumev Code
<br />J. Section 1129(a)(1) —Plan's Compliance with the Bankrupt— Code. The Plan
<br />complies with all applicable provisions of the Bankruptcy Code as required by section
<br />1129(a)(1) of the Bankruptcy Code, including, without Limitation, sections 1122 and 1123 of the
<br />Bankruptcy Code.
<br />K. Sections 1122(a) and 1123(a)(1)44). The Plan satisfies sections 1122(a) and
<br />1123(a)(1) of the Bankruptcy Code and designates separate Classes of Claims, and each Class
<br />contains Claims that are substantially similar to the other Claims within that Class. The Plan
<br />satisfies sections 1123(a)(2) through (4) of the Bankruptcy Code by specifying the treatment of
<br />each Class that is unpaired, and by providing the same treatment for each Claim within a
<br />particular Class.
<br />L. Section 1123(a)(5). The Plan and various documents set forth therein or
<br />incorporated by reference provide adequate means for the Plan's implementation, including,
<br />inter alia: (t) the creation of the Liquidating Trust and the transfer of the Liquidating Trust
<br />Assets to the Liquidating Trust. Accordingly, the Plan satisfies section 1123(a)(5) of the
<br />Bankruptcy Code.
<br />M. Sections 1123(a)(6) — (a)(8). Section 1123(a)(6) of the Bankruptcy Code is not
<br />applicable to the Plan since it does not provide for the issuance of any interests in any Debtors.
<br />Section 1123(a)(7) does not apply as the Plan provides for the dissolution of the Debtors and it
<br />E. On July 30, 2020, the United States Trustee appointed the Committee (Docket
<br />No. 128).
<br />Disclosure Statement/ Notice
<br />F. The Disclosure Statement contains adequate information as required by section
<br />1125 of the Bankruptcy Code.
<br />G. The Disclosure Statement, the Plan, the ballots, the Order (A) Scheduling
<br />Combined Hearing on Approval of Disclosure Statement and Confirmation of Plan of
<br />Liquidation, (B) Establishing Procedures for Solicitation and Tabulation of Voter on Plena and
<br />(C) Approving Related Dater, Forms and Procedures (Docket No. 533) (the "Combined
<br />Hearin, Order"), and related materials were transmitted and served as required by the Court
<br />and in compliance with the Combined Hearing Order, the Bankruptcy Code, the Bankruptcy
<br />Rules, and any applicable Local bankruptcy rules, as evidenced by the Affidavit of Service of
<br />Solicitation Materials (Docket No. 555) (the "Solicitation Affidavit"). Such transmittal and
<br />service constitutes proper and sufficient notice reasonably calculated, under the circumstances,
<br />to apprise creditors and interested parties of the pendency of the Plan, the Confirmation
<br />Hearing, and afford them an opportunity to present their objections and no other or further
<br />notice is or shall be required.
<br />Votin,
<br />H. Votes to accept or reject the Plan have been solicited with proper and sufficient
<br />notice and tabulated fairly, in good faith, and in a manner consistent with the Combined Hearing
<br />Order, the Bankruptcy Code, the Bankruptcy Rules and, as applicable, the Local rules.
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<br />does not provide for the selection of any officers and directors of the Debtors. To the extent the
<br />provision applies, the Plan provides for the appointment of GlassRatner Advisory & Capital
<br />Group LLC d/b/a B. Riley Advisory Services as the Liquidating Trustee for the Debtors for the
<br />purposes of liquidating the Debtors' assets and winding up the Debtors' affairs. Section
<br />1123(a)(8) does not apply as the Debtors are not individuals.
<br />N. Section 1123(b). The provisions of the Plan comply with, and are not inconsistent
<br />with, the applicable provisions of the Bankruptcy Code, including section 1123(b). Among other
<br />items, the Plan identifies and impairs or, as applicable Leaves unimpaired, each Class of Claims
<br />pursuant to section 1123(b)(1); it provides pursuant to section 1123(b)(2) for the assumption and
<br />assignment, or rejection, of the Debtors' previously unrejected executory contracts and
<br />unexpired Leases; it provides pursuant to section 1123(b)(3) for the Liquidating Trustee to retain,
<br />enforce or settle any claim or interest that belongs to the Debtors or the Estates, as the case may
<br />be. Pursuant to section 1123(b)(6) of the Bankruptcy Code, the Plan contains other customary
<br />provisions that are consistent with the Bankruptcy Code, including: (t) provisions governing
<br />Distributions on account of Allowed Claims; (a) procedures for resolving Disputed Claims; (in)
<br />provisions regarding the modification of the Plan; (iv) provisions for a Debtor Release and
<br />Third -Party release against certain Released Parties; and (v) provisions for the retention of
<br />jurisdiction by this Court with respect to certain matters listed in Article X of the Plan. The
<br />failure to specifically address a provision of the Bankruptcy Code in this Conformation Order
<br />shall not diminish or impair the effectiveness of this Confirmation Order.
<br />O. Bankruptev Rule 3016(a). The Plan is dated and identifies the entities submitting
<br />the Plan as the proponents, thereby satisfying Bankn ptcy Rule 3016(a).
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