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US_ACTIVE\121824223\V-3
BE IT FURTHER RESOLVED, that all of the acts and transactions relating to
matters contemplated by the foregoing resolutions of the Company’s management,
advisors and members of the Sole Member, in the name and on behalf of the Company,
which acts would have been approved by the foregoing resolutions except that such acts
were taken prior to the execution of these resolutions, are hereby in all respects
confirmed, approved and ratified.
C. Retention of Advisors:
WHEREAS, the Sole Member has determined, in the good-faith exercise of its
reasonable business judgment, that it is desirable and in the best interests of the
Company, and its creditors, employees, and other interested parties to employ the law
firm of Dentons US, LLP as general bankruptcy counsel to the Company to represent and
assist the Company in carrying out its duties under the Bankruptcy Code, and to take any
and all actions to advance the Company’s rights, including filing and pleading, and in
connection therewith, the Company is hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers prior to and immediately
upon the filing of the chapter 11 case, and to cause to be filed an appropriate application
for authority to retain the services of Dentons US, LLP;
WHEREAS, the Sole Member has determined, in the good-faith exercise of its
reasonable business judgment, that it is desirable and in the best interests of the Company
and its creditors, employees, and other interested parties to engage FTI Consulting, Inc.
(“FTI Consulting”), including those within its employ necessary for it to perform its
duties, as financial consultant for the Company in connection with the chapter 11 case,
subject to bankruptcy court approval;
WHEREAS, the Sole Member has determined, in the good-faith exercise of its
reasonable business judgment, that is desirable and in the best interests of the Company
and its creditors, employees, and other interested parties to engage Pachulski Stang Ziehl
& Jones LLP as local counsel in Delaware for the Company in connection with the
chapter 11 case, subject to bankruptcy court approval; and
WHEREAS, the Sole Member has determined, in the good-faith exercise of its
reasonable business judgment, that is desirable and in the best interests of the Company
and its creditors, employees, and other interested parties to engage Kurtzman Carson
Consultants LLC as claims agent for the Company in connection with the chapter 11
case, subject to bankruptcy court approval; and
NOW, THEREFORE, BE IT RESOLVED, that the Authorized Representatives
be, and each of them hereby is, authorized and directed, on behalf of and in the name of
the Company, to engage Dentons US LLP as general bankruptcy counsel for the
Company in connection with the chapter 11 case, subject to bankruptcy court approval;
BE IT FURTHER RESOLVED, that the Authorized Representatives be, and each
of them hereby is, authorized and directed, on behalf of and in the name of the Company,
to engage FTI Consulting, including those within its employ necessary for it to perform
Case 22-10583 Doc 1 Filed 06/30/22 Page 8 of 21