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<br />the Entry Into the Asset Purchase Agreement with the Stalking Horse Bidder and the Granting of
<br />Stalking Horse Protections, (C) Scheduling an Auction and Sale Hearing and Approving the Form
<br />and Manner ofNotire Thereof, (D) Approving the Procedures for the Assumption and Assignment
<br />of Executory Contracts and Unexpired Leases, and (E) Granting Related Relief, and (H) An Order
<br />Approving the Sale pf Such Assets and Related Relief (the "Sale Modon"(Docket No. 26) dated
<br />July 22, 2020, of the above -captioned debtors and debtors -in -possession, pursuant to sections
<br />105(a), 363, 365, and 503(b) of title 1 I of the United States Code (the `Bankruptcy Code"), Rules
<br />2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (the `Bankruptcy
<br />Rules"), Local Rule 6004-1, and the local Procedures for Complex Chapter 11 Cases, for, among
<br />other things, (i) approval of the sale or sales (collectively, the "Sale Transaction") of substantially
<br />all assets of the Debtors (the "Assets") free and clear of any pledges, liens, security interests,
<br />encumbrances, claims (as such term is defined in section 101(5) ofthe Bankruptcy Code), charges,
<br />options and interests thereon (collectively, the "Interests")' to the maximum extent permitted by
<br />section 363 of the Bankruptcy Code, except as otherwise provided in the Sale Agreements; (ii)
<br />approval of the assumption and assignment of the executory contracts and unexpired leases
<br />included in the Purchased Assets° under the terms of the Sale Agreements, if any (the "Assigned
<br />Contracts"), and (iii) approval of related relief; and the Court having previously entered its Order
<br />(A) Approving Bidding and Sale Procedures with Respect to the Sale of Substantially All Assets,
<br />(B) Authorizing the Entry Into a Stalking Horse Agreement and the Provision of Stalking Horse
<br />' Capitalized terms used, but not defined, herein have the meaning ascribed to them in the Sale Motion or the Stalking
<br />Horse Agreement (as defined in the Bidding Procedures Order) or such other applicable Asset Purchase Agreement
<br />(collectively, the "Sale Aareements"). In the event a term is defined in both the Sale Motion and the applicable Sale
<br />Agreements, the definition in the applicable Sale Agreements shall govern.
<br />s With respect to the Stalking Horse Bidder and the Buyers, "interests" shall be defined as set forth in Paragraph 13.
<br />4 Reference to "Assets" with respect to asscts purcbased by the Buyers pursuant to the respective Sale Agreements
<br />means'Purchased Assets" as defined therein.
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<br />Constitution. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue in this district
<br />isproperunder28 U.S.C. §§ 1408 and 1409.
<br />C. Statutory Predicates. The statutory predicates for the relief requested in the Sale
<br />Motion are sections 105, 363, 365 and 503(b) of the Bankruptcy Code, Bankruptcy Rules 2002,
<br />6004, 6006, and 9014, Local Rule 6004-1, and the Procedures for Complex Chapter I 1 Cases.
<br />D. Notice. As evidenced by the affidavits of service (Docket Nos. 264, 265, and 281)
<br />previously filed with the Court, and based on the representations of counsel at the Sale Hearing,
<br />proper, timely, adequate, and sufficient notice of the Sale Motion, including, without limitation,
<br />the Sale Transaction, the assumption and assignment of the Assigned Contracts, the Auction, the
<br />Sale Hearing, and the Bidding Procedures (as defined in the Bidding Procedures Order) have been
<br />provided in accordance with sections 102(1), 363, and 365 of the Bankruptcy Code and
<br />Bankruptcy Rules 2002, 6004, 6006, 9006, and 9007 and Local Rule 6004-1. Such notice was
<br />good and sufficient and appropriate under the particular circumstances. No other or further notice
<br />of the Sale Motion, including, without limitation, the Sale Transaction, the Debtors' assumption
<br />and assignment of the Assigned Contracts, the Cure Costs, the Auction, or the Sale Hearing, is
<br />necessary or shall be required. With respect to entities whose identities were not reasonably
<br />ascertained by the Debtors, publication of the Auction and Hearing Notice was made as provided
<br />in Docket No. 281, and such notice was sufficient and reasonably calculated under the
<br />circumstances to reach all known and unknown entities.
<br />E. Assumption/Assignment Notice. As evidenced by the affidavit of service (Docket
<br />No. 264) previously filed with the Court, an Assumption/Assignment Notice (Docket No. 236) has
<br />been served on each of the non -Debtor counterparties to the Assigned Contracts identified on the
<br />list(s) the Debtors have filed on the docket, all in accordance with the Bidding Procedures Order.
<br />Protections, (C) Scheduling an Auction and Sale Hearing and Approving the Form and Manner
<br />of Notice Thereof, and (D) Approving the Procedures for the Assumption and Assignment of
<br />Executory Contracts and Unexpired Leases, and (E) Granting Related Relief (Docket No. 232)
<br />(the `Bidding Procedures Order"); and the Bankruptcy Court having conducted a hearing on the
<br />Sale Motion on September 4, 2020 (the "Sale Hearing") and all parties in interest having been
<br />heard, or having had the opportunity, to be heard, regarding the Sale Motion; and the Bankruptcy
<br />Court having reviewed and considered the Sale Motion, and the arguments of counsel made, and
<br />the evidence adduced, at the hearing to approve the Bidding Procedures (the "Bidding Procedures
<br />Hearlog") and the Sale Hearing; and upon the record of the Bidding Procedures Hearing and the
<br />Sale Hearing, and these chapter l l cases and proceedings, and after due deliberation thereon, and
<br />good cause appearing therefor;
<br />IT IS HEREBY FOUND AND DETERMINED THAT:'
<br />A. Bankruptcy Petition, On July 22, 2020 (the "Petition Date"), each of the Debtors
<br />filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (collectively, the
<br />"Chapter 11 Cases"). The Debtors continue to operate thew businesses and manage their
<br />properties as debtors -in -possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
<br />No trustee or examiner has been appointed in the Chapter 11 Cases.
<br />B. Jurisdiction and Venue. The Bankruptcy Court has jurisdiction over the Sale
<br />Motion and the Sale Transaction pursuant to 28 U.S.C. §§ 157 and 1334 and General Order 30-3
<br />from the United States Bankruptcy Court for the Southern District of Ohio, dated December 4,
<br />2019 and may enter a final order on the Motion consistent with Article BI of the United States
<br />s To the extent my of the following f dings of fact wnstitute conclusions of law, they are adopted as such. To the
<br />extent any of the following conclusions of law constitute findings of fact, they are adopted as such. Furthermore, any
<br />findings of fact or conclusions of law made by the Court on the record at the close of the Sale Hearing arc incorporated
<br />herein.
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<br />The service of the Assumption/Assignment Notice was sufficient under the eiretunstances, and no
<br />further notice need be given in respect of the Debtors' assumption and assignment of the Assigned
<br />Contracts or the establishment of associated Cure Costs. Non -debtor parties to the Assigned
<br />Contracts have had an adequate opportunity to object to the Debtors' assumption and assignment
<br />of the Assigned Contracts and the associated Cure Costs.
<br />F. Opportunity to Obiect. A reasonable opportunity to object or be heard regarding
<br />the requested relief has been afforded to all interested persons and entities.
<br />G. Business Justification. In accordance with the Bidding Procedures, the Debtors in
<br />consultation with the Consultation Parties selected Baseline Bids. As part of that process, and in
<br />order to generate the most value for the Assets, the Pledge Servicing Partners, LLC (the "Stalking
<br />Horse Bidder') agreed to an Amended and Restated Asset Purchase Agreement dated August 28,
<br />2020, the terrors of which allowed for various assets subject to the original Stalking Horse
<br />Agreement to be sold to other Qualified Bidders. The term Stalling Horse Agreement as used in
<br />this Order shall refer to the Amended and Restated Asset Purchase Agreement with the Stalking
<br />Horse Bidder dated August 28, 2020, which agreement is a Sale Agreement heretmder.
<br />H. The Debtors have articulated good and sufficient business reasons evidencing an
<br />adequate business justification supporting (i) their entry into the Sale Agreements and
<br />consummation of the Sale Transaction for the sale of the Assets and (ii) the Debtors' assumption
<br />and assignment of the Assigned Contracts. Such actions are an appropriate exercise of the Debtors'
<br />business judgment and in the best interests of the Debtors, their estates, and their creditors. Such
<br />business reasons underlying the Debtors' sound exercise of their business judgment include, but
<br />are not limited to, the facts that (i) the continued operation of the Assets and corresponding costs
<br />will continue to deplete the Debtors' estates, so there is a "need for speed" to consummate the Sale
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