Syncora Holdings Ltd. (fka SYCRF)

[DennyCrane550]

Lehman RMBS approval of settlement [how much Syncora is party to this, via owned/boughtback RMBS Certificates, idk]

13. In sum, the Plan Administrator has determined to seek to have this Court
estimate and allow the Covered Loan Claims at $2.416 billion, rather than at some lesser amount
that the Plan Administrator believes it may be able to achieve (Id. at ¶ 25), but subject to the
Accepting Trustees’ right to seek a higher amount, because the Plan Administrator believes this
is a fair resolution after taking into account all of the foregoing. This Court agrees. The Plan
Administrator’s determination to request allowance at $2.416 billion is a reasonable
determination in view of the wide range of potential outcomes and the time and expense that will
be saved by the Estimation Process.
14. Accordingly, each of the Plan Administrator and the other LBHI Debtors
has acted in good faith and exercised sound business judgment in connection with its
determination to enter into and execute the Settlement Agreement. Approval of the RMBS
Settlement Agreement is in the best interests of the LBHI Debtors, their respective estates and
creditors.

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re
Lehman Brothers Holdings Inc., et al.,
Debtors.
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Case No. 08-13555 (SCC)
Chapter 11
Jointly Administered
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ORDER APPROVING RMBS SETTLEMENT AGREEMENT AND INCLUDING
CERTAIN PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW
Upon the motion, dated April 27, 2017 (the “Motion”),1 of Lehman Brothers Holdings
Inc. (the “Plan Administrator”) as Plan Administrator under the Modified Third Amended Joint
Chapter 11 Plan of Lehman Brothers Holdings Inc. and Its Affiliated Debtors (the “Plan”), on
behalf of itself and the other affiliated debtors in the above-captioned cases (collectively, the
“LBHI Debtors”), pursuant to rule 9019(a) of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”) and section 105(a) of title 11 of the United States Code (the “Bankruptcy
Code”) for approval of that certain RMBS Trust Settlement Agreement entered into as of
November 30, 2016, and modified as of March 17, 2017 (the “RMBS Settlement Agreement”),
by and among the LBHI Debtors, the Institutional Investors and the Accepting Trustees, all as
more fully described in the Motion; and this Court having conducted a hearing to consider the
Motion on July 6, 2017 (the “Hearing”), during which time all interested parties were offered an
opportunity to be heard with respect to the Motion; and this Court having reviewed and
considered (i) the Motion and the exhibits thereto (including the RMBS Settlement Agreement),
(ii) the objections to the Motion filed by the Investor Group (Docket No. 55432), the BNC
1 Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Motion and/or
the Omnibus Reply (defined herein), as applicable.
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Claimants (Docket No. 55609), Five Points (Docket No. 55613), Royal Park (Docket Nos. 55614
& 55615), and iFreedom (Docket No. 55616), (iii) the Plan Administrator’s June 27, 2007 letter
to the Court regarding the Investor Group’s objection (Docket No. 55650), (iv) the notice of
withdrawal of the Investor Group’s objection (Docket No. 55670), (v) Lehman Brothers
Holdings Inc.’s Omnibus Reply in Further Support of the Motion (Docket No. 55690) (the
“Omnibus Reply”), (vi) the Declaration of Paul V. Shalhoub in Support of the Motion (Docket
No. 55691), (vii) the Declaration of Zachary Trumpp in Support of the Motion (Docket No.
55692) (the “Trumpp Decl.”), (viii) the RMBS Trustees’ Statement in Support of the Motion
(Docket No. 55677) (the “Trustees’ Statement”), (ix) the declarations and affidavits filed in
support of the RMBS Statement Agreement and the exhibits thereto by (a) Melissa Rossiter,
Vice President of Deutsche Bank National Trust Company (Docket No. 55676), (b) Brad
Zwetzig, Vice President of U.S. Bank National Association (Docket No. 55678), (c) Hon. Judith
K. Fitzgerald, retained expert of the Trustees (Docket No. 55680), (d) Jane Strobel, Vice
President, CCTS of TMI Trust Company, successor to Law Debenture Trust Company of New
York (Docket No. 55681), (e) Jose Fraga, Senior Director of Operations at Garden City Group
(Docket No. 55682), (f) Adam Scozzafava, Vice President of Wilmington Trust Company and
Wilmington Trust, National Association (Docket No. 55683) and (g) Edmond Esses, Director,
Dispute and Investigations, of Duff & Phelps LLC (Docket No. 55685), (x) the Institutional
Investors’ Disclosure of Economic Interests (Docket No. 55665), (xi) the Institutional Investors’
Response In Support of the Motion and Entry of the Trustee Findings and Bar Order (Docket No.
55763) (the “Institutional Investor’ Statement”) and (xii) the arguments of counsel made, and the
evidence proffered and adduced, at the Hearing; and the Court having jurisdiction to consider the
Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference
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M-431, dated January 31, 2012 (Preska, C.J.); and it appearing that venue of these cases and the
Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that
this proceeding on the Motion is a core proceeding pursuant to 28 U.S.C. §157(b); and the
RMBS Settlement Agreement requesting that this Court submit the Trustee Findings contained
herein to the District Court for consideration and approval; and notice of the Motion having been
given in accordance with this Court’s April 6, 2017 scheduling order (Docket No. 55154) (the
“Scheduling Order”); and it appearing that no other or further notice need be provided; and the
Court having found that the RMBS Settlement Agreement is reasonable, fair and equitable and
supported by adequate consideration; and it appearing that the relief requested in the Motion is in
the best interests of the LBHI Debtors’ estates, their creditors, and other parties in interest; and
after due deliberation and sufficient cause appearing therefore, it is hereby
FOUND AND DETERMINED that:
1. This Court has jurisdiction to hear and adjudicate the Motion.
2. Certificateholders, noteholders, and any other parties claiming rights in any
Accepting Trust, and all parties entitled to receive notice of the Motion, have been provided with
notice that was reasonable, adequate, and was the best notice practicable, was reasonably
calculated to put interested parties on notice of the Motion, and constitutes due and sufficient
notice of the Motion in satisfaction of federal and state due process requirements and other
applicable law. All such persons have been given the opportunity to be heard in opposition to
the Motion.
3. Any objections that were raised or that could have been raised in opposition
to the Motion, that have not been withdrawn or resolved, are overruled and/or waived.
4. Each of the Accepting Trustees acted within the bounds of its discretion,
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reasonably, and in good faith with respect to its evaluation and acceptance of the RMBS
Settlement Agreement concerning the applicable Accepting Trust(s).
a. The Accepting Trustees identified specific corporate trust officers to evaluate
the RMBS Settlement Agreement as to each applicable trust. Affidavit of Brad
Zwetzig sworn to June 28, 2017 [Docket No. 55678] (“Zwetzig Aff.”), Exh, ¶¶
12, 13; Affidavit of Jane Strobel sworn to June 29, 2017 [Docket No. 55681]
(“Strobel Aff.”), ¶ 9; Affidavit of Adam Scozzafava sworn to June 29, 2017
[Docket No. 55683] (“Scozzafava Aff.”), ¶¶ 15, 23; Affidavit of Melissa
Rossiter sworn to June 23, 2017 [Docket No. 55676] (“Rossiter Aff”), ¶¶ 12-
13.
b. The Accepting Trustees worked with and relied upon experienced and
competent counsel and financial advisors to assist with their evaluation of the
RMBS Settlement Agreement. Zwetzig Aff., Exh, ¶ 5; Strobel Aff., ¶8;
Scozzafava Aff., ¶¶ 6-8; Rossiter Aff., ¶ 4; Affidavit of Edmond Esses sworn to
June 29, 2017 [Docket No. 55685] (“Esses Aff.”), at ¶ 15-16.
c. The Accepting Trustees took appropriate steps to notify certificateholders,
noteholders, and any other parties claiming rights in any Accepting Trust of the
proposed terms of the RMBS Settlement Agreement that the Accepting
Trustees were evaluating the RMBS Settlement Agreement and that such
interested persons could provide input for the Accepting Trustees to consider
before deciding whether to accept the RMBS Settlement Agreement. Affidavit
of Jose Fraga sworn to June 28, 2017 [Docket No. 55682]; Zwetzig Aff., Exh,
¶¶ 21-27; Strobel Aff., ¶¶ 15-17, 26; Scozzafava Aff., ¶¶ 24-31.
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d. The Accepting Trustees retained former bankruptcy judge Judith Fitzgerald, an
experienced and highly-qualified expert, to provide an independent evaluation
of the reasonableness of the RMBS Settlement Agreement as a means of
resolving claims submitted through the Protocol and to prepare a report setting
forth her findings. Declaration of Judith K. Fitzgerald dated June 29, 2017
[Docket No. 55680] (“Fitzgerald Decl.”), ¶¶ 2-10, Exhs. 1-2; Zwetzig Aff.,
Exh, ¶¶ 14-19; Strobel Aff., ¶10-11; Scozzafava Aff., ¶ 16-18, 21; Rossiter
Aff., ¶¶ 14-16. The Accepting Trustees regularly communicated with Judge
Fitzgerald during her evaluation process and provided her with all documents
and information that she requested. Fitzgerald Aff., ¶¶ 12-15; Zwetzig Aff.,
Exh, ¶¶ 28-30; Strobel Aff., ¶ 12; Scozzafava Aff., ¶¶ 32-34; Rossiter Aff., ¶¶
17-18, 20. After analyzing appropriate considerations, including the feedback
of investors in the Accepting Trusts, Fitzgerald Decl., ¶¶ 16-18, 20-25 and Exh.
2, Judge Fitzgerald provided a report to the Accepting Trustees in which she
opined “to a reasonable degree of professional certainty, that the RMBS
Settlement [Agreement] sets forth a reasonable methodology to liquidate the
disputed RMBS Claims, and that entry into the RMBS Settlement Agreement,
in the circumstances of this Bankruptcy Proceeding, would be appropriate” as
to the Accepting Trusts. Fitzgerald Decl., ¶ 26 and Exh. 2, at 8; Zwetzig Aff.,
Exh, ¶ 31; Strobel Aff., ¶ 23; Scozzafava Aff., ¶ 35; Rossiter Aff., ¶ 21.
e. With the assistance of their counsel, the Accepting Trustees evaluated the
RMBS Settlement Agreement as well as potential alternative courses of action,
considered the input of investors in the Accepting Trusts, and appropriately
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relied on the recommendations of their expert, Judge Fitzgerald, when they
decided to execute the RMBS Settlement Agreement with respect to the
Accepting Trusts. Zwetzig Aff., Exh, ¶ 34; Strobel Aff., ¶¶ 24-25; Scozzafava
Aff., ¶ 38; Rossiter Aff., ¶ 23.
5. The Court has applied the factors outlined by the Second Circuit in
Iridium,2 the leading case on the standard for approving Bankruptcy Rule 9019 settlements in the
Second Circuit, and concludes that each of the Iridium factors applicable to the Motion weighs in
favor of approving the RMBS Settlement Agreement.
6. The first Iridium factor asks whether the likelihood of the debtor succeeding
in litigating the claims proposed to be settled is outweighed by the future benefits the debtor can
enjoy from the proposed settlement. This Iridium factor does not apply in the typical way to the
Settlement because the parties are agreeing to a process and set of procedures for an Estimation
Proceeding, rather than a monetary resolution. Nevertheless, this Iridium factor is easily
satisfied here. The Plan Administrator has established that the benefits of the Settlement
(including substantially reduced expense and delay, as compared to continuing to proceed under
the Protocol) outweigh the risks because the risks associated with resolving the Covered Loan
Claims pursuant to the Settlement (likelihood of success on the underlying dispute) should not
materially differ from resolution of the Covered Loan Claims pursuant to the Protocol. As part
2 In deciding whether a particular settlement falls within the “range of reasonableness,” courts consider the
following “Iridium” factors: (i) the balance between the litigation’s possibility of success and the
settlement’s future benefits; (ii) the likelihood of complex and protracted litigation, “with its attendant
expense, inconvenience, and delay”; (iii) the paramount interests of creditors; (iv) whether other parties in
interest support the settlement; (v) “the nature and breadth of releases to be obtained by officers and
directors”; (vi) the “competency and experience of counsel” supporting, and “[t]he experience and
knowledge of the bankruptcy court judge” reviewing the settlement; and (vii) “the extent to which the
settlement is the product of arm’s-length bargaining.” Motorola, Inc. v. Official Comm. of Unsecured
Creditors (In re Iridium Operating LLC), 478 F.3d 452, 462 (2d Cir. 2007) (internal citations and
quotations omitted).
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of the negotiations of the RMBS Settlement Agreement, the Plan Administrator, the Institutional
Investors, and the Accepting Trustees each concluded that determining the Net Allowed Claim
through the Estimation Proceeding was reasonable and appropriate based on their own
assessments of the risks, costs and delay likely to arise from a prolonged loan-level litigation as
opposed to the efficiency in determining the Net Allowed Claim through the agreed Estimation
Proceeding. (Trumpp Decl. at ¶ 25.) The terms of the RMBS Settlement Agreement reflect the
LBHI Debtors’ reasonable assessment of the substantial time and expense of completing the
Protocol (including protracted Step 5 litigation and attendant appeals), and the related impact on
the LBHI Debtors’ future distribution efforts, balanced against the benefits to all parties of more
near term, efficient and certain resolution of such litigation. (Id.) The RMBS Settlement
Agreement will allow the LBHI Debtors to determine the Covered Loan Claims sooner than the
Protocol’s multistep process, save substantial costs that would arise from completing that
process, and reduce the risk of appeal and expedite distributions to all creditors, which will help
conclude the LBHI Debtors’ cases significantly sooner than the expected timeframe of the
Protocol. (Id.) Continuing under the Protocol would likely involve protracted litigation due to
the numerous factual issues and complex legal issues involved, which would be expensive, time
consuming, and would delay recoveries for the other creditors. (Id. at ¶ 27.) Proceeding with the
Estimation Proceeding (and the RMBS Settlement Agreement) constitutes a more efficient and
reasonable way to resolve the Covered Loan Claims in the best interests of all parties. (Id. at ¶
28).
7. The second Iridium factor analyzes the likelihood of complex and
protracted litigation, which, as explained above, clearly cuts in favor of the Settlement. The Plan
Administrator has established that there is a high likelihood that litigation of the Covered Loan
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Claims would be difficult, protracted, and costly. (Id. at ¶¶ 30-32.) The Covered Loan Claims,
if not resolved by the Settlement, will continue for many years through the Protocol. (Id. at ¶30.)
The history of the Protocol and these cases make clear that the litigation and related process will
be contentious and drawn out. (Id.) The RMBS Settlement Agreement will avoid the drawn-out
litigation that otherwise would be necessary to resolve the Covered Loan Claims. (Id.)
8. The third Iridium factor examines whether the settlement being evaluated is
in the paramount interests of the debtor’s creditors. The BNC Claimants filed an Objection to
the Motion, asserting that the RMBS Settlement Agreement is not in the paramount interests of
creditors (Docket No. 55609). The basis for this Objection is that the RMBS Settlement
Agreement is silent as to what portion of the Net Allowed Claim, if any, will be allocated to
which LBHI Debtors (including against BNC, against which the BNC Claimants assert $27
million in claims in the aggregate). This Court overrules that objection as the Plan Administrator
has established that the RMBS Settlement Agreement is beneficial to the LBHI Debtors’ estates
and their stakeholders because the proposed Settlement will resolve one of the single largest
group of unsecured claims that are outstanding against the LBHI Debtors, thus providing
predictability with respect to the LBHI Debtors’ future distributions under the Plan. (Trumpp
Decl. at ¶ 33.) The Settlement will materially accelerate the resolution of these massive and
factually intensive claims. (Id.) As the foregoing findings of the first two Iridium factors
indicate, the evidence demonstrates that the Settlement provides numerous benefits to creditors,
including providing a framework for a prompt determination of the Covered Loan Claims in a
fair and reasonable manner before this Court, eliminating significant risks which accompany
litigating the Covered Loan Claims, and burdening the LBHI Debtors’ estates with significant
legal expenses. (Id. at ¶¶ 25-33.)
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9. The fourth Iridium factor asks a court to consider the level of support for
the settlement among other parties-in-interest in a case. The Trustees, the only parties other than
the LBHI Debtors with standing to litigate the claims that will be determined in the Estimation
Proceeding, entered into the RMBS Settlement Agreement and support the Estimation Process to
be established by it. (Id. at ¶ 34.) (see also Trustees’ Statement at pg. 1.) In addition, certain
Institutional Investors, who are holders, and/or authorized investment managers for holders, of
over $6 billion in certificates in the Trusts regarding the Covered Loan Claims, support all
aspects of the Settlement and entry by the Court of the relief requested in the Motion, including
the Trustee Findings and the Bar Order. (Institutional Investors’ Statement at ¶ 1.) Accordingly,
this factor weighs in approval of the Settlement.
10. As to the fifth Iridium factor, the RMBS Settlement Agreement releases the
LBHI Debtors, their non-Debtor affiliates and the LBHI Debtors’ officers and directors of any
and all claims that were asserted, or that could have been asserted, by the Accepting Trusts or
anyone claiming by or through the Accepting Trusts related to the Covered Loan Claims, except
to the limited extent set forth in Article IV of the RMBS Settlement Agreement. (Id. at ¶ 35.)
This release provides certainty and finality to the LBHI Debtors’ estates and eliminates potential
residual exposure from indemnification or other claims. (Id.) The Court finds the releases
contained in the RMBS Settlement Agreement to be appropriate.
11. The sixth Iridium factor considers the competency of counsel supporting,
and the experience and knowledge of the judge reviewing, the settlement. None of the parties
and no other person disputes the competency and experience of counsel supporting the
Settlement, nor do any contest the competency and experience of this Court. (Id. at ¶ 36.)
12. This Court concludes that the seventh Iridium factor—the extent to which
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the Settlement was the product of arm’s length bargaining—also weighs in favor of approval of
the Settlement. The record includes evidence of years of extensive, good faith and arms’ length
negotiations among the parties, including several months of negotiating the Settlement itself (Id.
at ¶¶ 22-25, 36.) The record is devoid of any evidence that the Settlement was produced by
anything but arm’s length negotiations.
13. In sum, the Plan Administrator has determined to seek to have this Court
estimate and allow the Covered Loan Claims at $2.416 billion, rather than at some lesser amount
that the Plan Administrator believes it may be able to achieve (Id. at ¶ 25), but subject to the
Accepting Trustees’ right to seek a higher amount, because the Plan Administrator believes this
is a fair resolution after taking into account all of the foregoing. This Court agrees. The Plan
Administrator’s determination to request allowance at $2.416 billion is a reasonable
determination in view of the wide range of potential outcomes and the time and expense that will
be saved by the Estimation Process.
14. Accordingly, each of the Plan Administrator and the other LBHI Debtors
has acted in good faith and exercised sound business judgment in connection with its
determination to enter into and execute the Settlement Agreement. Approval of the RMBS
Settlement Agreement is in the best interests of the LBHI Debtors, their respective estates and
creditors.
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ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED AND DECREED
that:
A. The Motion is granted.
B. Pursuant to Bankruptcy Rule 9019, the RMBS Settlement Agreement
(including all annexed Exhibits thereto, except for Exhibit E) is approved.
C. To the extent not already authorized, the Plan Administrator and the other
LBHI Debtors, acting through the Plan Administrator, are authorized to
execute, deliver, implement and fully perform any and all obligations,
instruments, documents and papers and to take any and all actions
reasonably necessary or appropriate to consummate the RMBS Settlement
Agreement and perform any and all obligations contemplated therein.
D. The Estimation Proceeding shall be conducted in accordance with the
procedures set forth in Exhibit G of the RMBS Settlement Agreement.
E. This Order and the RMBS Settlement Agreement are binding and effective
on the LBHI Debtors, the Institutional Investors, and the Accepting
Trustees, as well as any successor to any of the forgoing.
F. Certificateholders, noteholders, and any other parties claiming rights in
any Accepting Trust shall be barred from asserting claims against the
Accepting Trustees with respect to their evaluation and acceptance of the
RMBS Settlement Agreement and implementation of the RMBS
Settlement Agreement in accordance with its terms.
G. The findings of fact and conclusions of law enumerated above in ¶¶ 1-4
(to the extent that they pertain to the Trustee Findings) and ¶ F (the
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“Proposed Findings and Conclusions”) shall be submitted for approval to
the United States District Court for the Southern District of New York.
H. The allocation set forth in Section 3.04 of the RMBS Settlement
Agreement shall in no way be binding on the Plan Administrator or the
other LBHI Debtors or affect each such party’s right to account for and
allocate the Allowed Claim in accordance with its own analyses of the
Claims and in the best interests of the Estate, and such right hereby is
expressly preserved; provided, that, the Plan Administrator’s and other
LBHI Debtors’ account and allocation of the Allowed Claim shall in no
way affect the allowance and priority of such claim or manner in which
the Allowed Claim is allocated among the Trusts as provided in Section
3.04 of the RMBS Settlement Agreement.
I. This Order is not intended to, and does not release, enjoin, or preclude any
claim or cause of action that any investor in any of the Accepting Trusts
(including any former investors that have retained their claims) has against
any Accepting Trustee or any other person or entity, other than (i) claims
against the Accepting Trustees arising out of the Accepting Trustees’
evaluation and acceptance of the RMBS Settlement Agreement and
implementation of the Settlement Agreement in accordance with its terms,
and (ii) claims against the Released Parties to the extent released under the
RMBS Settlement Agreement. Moreover, for the avoidance of any doubt,
except as to (i) and (ii) above, the entry of this Order does not and is not
intended to extinguish or prevent the prosecution of the claims and causes
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of action, or the assertion of defenses, that have been asserted in the cases
styled as Royal Park Investments SA/NV v. U.S. Bank National
Association, as Trustee, No. 14-cv-02590-VM (S.D.N.Y.) and Royal Park
Investments SA/NV v. Wells Fargo Bank, N.A., as Trustee, No. 14-cv-
09764-KPF-SN (S.D.N.Y.), and the parties to those cases reserve all rights
to present arguments and evidence in those cases as to any impact that the
RMBS Settlement Agreement and the facts underlying the RMBS
Settlement Agreement may have on those cases to the extent not
inconsistent with the balance of this paragraph.
J. Neither LBHI’s nor iFreedom’s rights with respect to any subsequent
indemnification claims against iFreedom arising from the resolution of the
RMBS Claims or the Estimation Proceeding will be affected by
iFreedom's non-participation in the Estimation Proceeding.
K. The terms of this Order shall be effective and enforceable immediately
upon its entry.
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L. Except to the extent set forth in ¶ G above with respect to the Proposed
Findings and Conclusions, this Court retains exclusive jurisdiction to hear
and determine any dispute regarding the interpretation or enforcement of
the RMBS Settlement Agreement until the closing of the LBHI Debtors’
bankruptcy cases. The Court otherwise retains jurisdiction with respect to
all matters arising from or related to the implementation of this Order.
Dated: July 6, 2017
New York, New York
/S/ Shelley C. Chapman __
THE HONORABLE SHELLEY C. CHAPMAN
UNITED STATES BANKRUPTCY JUDGE
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