Free Motion for Extension of Time - District Court of Delaware - Delaware

Case 1:07-cv-00428-SLR

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE
In re:

f/k/a ResMAE Mortgage Corporation

Merrill Lynch Bank USA , Merrill Lynch Mortgage Lending Inc. , and Merrill Lynch Funding Corporation
Appellants

Civil Action No. 07- 428 (SLR)

ResMAE Mortgage Corporation , RMC Mortgage Holdings LLC, and the Liquidating
Trust of ResMAE Mortgage Corporation

Bankruptcy Case No. 07- 10177 Bankruptcy Appeal No. 07-

Appellees.

CONSENT MOTION TO ENLARGE TIME PERIOD STAYING MEDIATION PURSUANT TO RULE 9006(b) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE The Liquidating Trust of
through its undersigned counsel ,

Trust ), by and

hereby files this

Staying Mediation Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy Procedure (the
Motion
). In support of the Motion ,

which has been

appellants (the " Appellants " and the other Appellees , collectively with the Trust , the " Parties
and the Mediator (defined below), the Trust hereby represents as follows:

INTRODUCTION
The Parties are mindful of the Court' s order advising them that there would be no

further extensions of the stay pending appeal following the current July 18 , 2008 deadline , but
respectfully request a further extension given the substantial developments affecting the appeal

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and the Debtor

s estate. Specifically, on July 3

2008 , the Parties filed with the bankruptcy court
Global Settlement" ) with numerous

a motion seeking approval of a

parties , including the Appellants.

The Global Settlement resolves dozens of claims filed by warehouse lenders and

loan purchasers that aggregate in excess of $1.0 billion dollars , including Appellants '

claims.

The claims resolved by the Global
unsecured claims asserted against the estate.

resolution of the Debtor

s case ,

and expedites and maximizes distributions to

entry of a final order approving the Global Settlement , Appellants have agreed to withdraw this
appeal.

The hearing on the Global

, 2008.

However , this Court' s order requires the Parties to proceed with mediation on July 18 , 2008
with mediation papers to be submitted on July 25 ,

five days before the expected approval of the

Global Settlement. Given these circumstances ,

the Parties respectfully submit that there is good

cause to further extend the deadline for a short period of time in order to obtain approval of the
Global Settlement ,

which will moot this appeal.

JURISDICTION
This Court has jurisdiction over this Motion under 28 U.S. c.
g 158(a).

this proceeding and this Motion is properly in this district pursuant to 28 U.S. C.
1409.

gg 1408 and

The statutory predicates for relief
and 9006(b).

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BACKGROUND

On February 12 , 2007 , ResMAE

, f/k/a RMC

Holdings LLC (" ResMAE ) filed a voluntary petition for relief under chapter

United States Code , 11 US. C. gg 101
District of Delaware (the " Bankruptcy

et seq.

in the United States

Court

On June 5 , 2007 , the Bankruptcy Court entered its Findings of Fact , Conclusions

of Law , and Order Confirming the Second Amended Plan (the " Plan ) of Reorganization of the

Debtor Proposed by the Debtor and Sponsored by RMC Mortgage Holdings , LLC , Dated June 5
2007 (the " Confirmation Order ) confirming the Plan.
On June 14 ,

2007 , the Appellants filed an appeal to the Confirmation Order (the

Appeal ), and on July 9 , 2007 , the Bankruptcy Court transmitted the record of the Appeal to the

United States District Court for the District of Delaware.

Pursuant to the Standing Order of the Court dated July 23 , 2004 , the Appeal was

referred to the Appellate Mediation Panel , and
mediator (the " Mediator

, Esquire was appointed as

The Parties initially

, 2007 ,

and

submitted a stipulation to the Court reflecting this agreement and requesting the stay, which the
Court approved on September 26 , 2007. Thereafter , the Parties conferred and agreed to further
stipulations extending the stay, all of which were approved by the Court.

Pursuant to the Court' s order approving the Parties ' latest request for a stipulation

extending the stay, the stay is currently set to expire on July 18 , 2008. The Court noted on the
order that no further stays would be granted and that the Parties were to submit a report on the
status of the Appeal on or before August 29 2008. (Docket No. 13).

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After expending

inter alia

the matters

which are the subject of this Appeal , on July 3 , 3008 the Parties filed with the Bankruptcy Court

a Motion Pursuant to Bankruptcy Rule 9019 to Approve a Stipulation of
Claims (the " 9019 Motion ), seeking approval of the Global

Motion is attached hereto as Exhibit A. The Parties are
Motion and believe it will be approved on or before the July

RELIEF REQUESTED
10.

The Trust respectfully requests this Court to enter an order

period staying mediation until thirty (30) days after the Bankruptcy Court' s order approving the
9019 Motion becomes final.

BASIS FOR RELIEF
11.

Bankruptcy Rule 8011

motions for

orders , including any motion under Rule 9006 , may be acted on at any time , without awaiting a

response thereto and without hearing. Any party adversely affected by such action may move for
reconsideration, vacation , or modification of the action. " Fed. R. Bankr. P. 8011(b).
12.

Bankruptcy Rule 9006 provides , in relevant part:

(W)hen an act is required or allowed to be done at or within
a specified period by these

thereunder or by an order of the court , the court for cause shown may at any time in its discretion (1) with or without motion or notice order the period
therefor is

originally prescribed or as extended by a previous order.
Fed. R. Bankr. P. 9006(b).
13.
As mentioned above ,

approval of the Global
s bankruptcy case and maximize

way for final

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creditors ,

it will

, the Appellants will

withdraw the Appeal once the order approving the 9019 Motion becomes final , which the Parties
expect to occur in early August.
14.

Without a further extension of the stay of mediation , the Trust will be forced to

incur the expense of preparing a mediation statement on issues that are likely to be resolved in

the near term.
recovery to the Debtor s creditors.
15.

The Parties and the

mediation is warranted given the recent development of a Global Settlement , and that all Parties
will be prejudiced if forced to continue with the mediation process.
16.
Accordingly, the Trust

existing stay of the appellate mediation

Global Settlement.

WHEREFORE , the Trust respectfully requests this Court to enter an order , substantially

in the form attached hereto as Exhibit B , enlarging the time period staying mediation until thirty
(30) days after the Bankruptcy Court' s order approving the 9019 Motion

, and

grant such other and further relief as may be just and proper.
Dated: July 16 ,

2008

LANDIS RA TH & COBB

Wilmington , Delaware

Richard S. Cobb (No. 3157) Kerri K. Mumford (No. 4186) Mona A. Parikh (No. 4901) 919 Market Street , Suite 600 Wilmington , Delaware Telephone: (302) 467- 4400 Facsimile: (302) 467- 4450

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-and -

Mark S. Indelicato Mark T. Power Janine M. Cerbone

HAHN & HESSEN LLP
488 Madison Avenue

New York , New York 10022 Telephone: (212) 478- 7200 Facsimile: (212) 478- 7400
Co- Counsel to the Liquidating Trust of ResMAE Mortgage

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
Inre:
LIQUIDATING TRUST OF RES MAE MORTGAGE CORPORATION, flkJa RESMAE MORTGAGE CORPORATION
Debtor.
Chapter 11

Case No. 07- 10177

(KJC)

Hearing Date: July 30, 2008, 3:30 p. m. (ET) Objection Deadline: July 23, 2008, 4:00 p. m. (ET)

NOTICE OF MOTION
TO:

The Office of the United States Trustee for the District of Delaware; Counsel to each of
the Claimants; the Oversight Committee; and all other parties on the Post Effective Date

Service List.

The Liquidating Trust of ResMAE Mortgage Corporation has filed the attached Motion

Pursuant to Bankruptcy Rule
Claims (the " Motion

Objections , if any, to the relief States Bankruptcy Court , 824 N. Market Street , 3rd Floor, Wilmington , Delaware 19801 , on or before July 23, 2008 at 4:00 p. m. (ET).
At the same time ,

you must also
m. (ET) on July 23, 2008.

counsel so as to be received no

A HEARING TO CONSIDER THE RELIEF BE HELD ON JULY 30, 2008 AT 3:30 P. M. (ET) BEFORE THE
CAREY , UNITED , UNITED BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE , 824 N. MARKET STREET TH FLOOR , COURTROOM #5 , WILMINGTON , DELAWARE 19801.

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IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE , THE COURT MA Y NOTICE OR HEARING.
Dated: July 3 ,

2008

LANDIS RATH & COBB LLP

Wilmington , Delaware

Jiu;

. hard S. Cobb (No. 3157)

1!!

Kerri K. Mumford (No. 4186) Mona A. Parikh (No. 4901) 919 Market Street , Suite 600 Wilmington , Delaware Telephone: (302) 467- 4400 Facsimile: (302) 467-4450
-and-

Mark S. Indelicato Mark T. Power Janine M. Cerbone

HAHN & HESSEN LLP 488 Madison Avenue New York , New York 10022
Telephone: (212) 478- 7200 Facsimile: (212) 478- 7400
Co- Counsel to the Liquidating Trust of ResMAE Mortgage

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re:
Chapter 11

LIQUIDATING TRUST OF RESMAE

Case No. 07- 10177

(KJC)

MORTGAGE CORPORATION
flkJa RESMAE MORTGAGE CORPORATION
Debtor.
Hearing Date: July 30, 2008, 3:30 p. m. (ET) Objections Due: July 23, 2008, 4:00 p. m. (ET)

MOTION PURSUANT TO BANKRUPTCY RULE 9019 TO APPROVE A STIPULATION OF SETTLEMENT RESOLVING CLAIMS

The

Trust"),

by

undersigned co-counsel , Hahn & Hessen LLP and Landis Rath & Cobb LLP, hereby moves this
Court (the " Motion ) pursuant to section 105(a) of chapter 11 of title

Code (the " Bankruptcy Code ) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the
Bankruptcy Rules ) for entry of an

Stipulation ) entered into by the Trust
Stipulation (the " Claimants

, and collectively, with the Trust , the " Parties

). A copy of

Stipulation is attached hereto as Exhibit A. In support
as follows:

, the Trust hereby represents

JURISDICTION
This Court has jurisdiction over these cases and this Motion pursuant to 28 U.

~~ 157 and 1334(b). Venue is proper in this district pursuant to 28 U.

C. ~~ 1408 and

The statutory predicates for relief sought herein are section
Bankruptcy Rule 9019.

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GENERAL BACKGROUND
On February 12

2007 (the " Petition Date ), ResMAE Mortgage Corporation (the

Debtor ), filed a

Bankruptcy Code

), 11 U.

C. ~~ 101- 1330

in the United States

District of Delaware (the " Court"
On February 12

2007 , the Debtor filed with the Court its Schedules of Assets and

Liabilities (as amended from time to time , the " Schedules

By order dated March 26, 2007 (the " Bar
April 30 ,

Date Order

), the Court

2007 at 5:00 p. m. (prevailing Pacific Time) as the last date and time for the filing of

proofs of claim in this chapter

Bar Date

On June 5 , 2007, the Court entered the Findings of Fact , Conclusions of Law and
Order under 11 U.

C. ~~ 1129(a) and (b) and Fed. R. Bankr. P. 3020 Confirming the

Amended Plan of Reorganization of the Debtor Proposed by the Debtor and Sponsored by RMC
Mortgage Holdings LLC Dated June 5 , 2007 (the " Confirmation Order

On

, 2007

Effective Date ), the Second

Reorganization of the Debtor

Holdings LLC Dated June 5 , 2007 (as supplemented , modified , or amended , the " Plan ) became
effective.
Pursuant to the Plan , on the
Declaration of Trust , Estate Administration and

, the Trust was
Trust

Agreement" ) was executed appointing Alan M. Jacobs as Liquidating Trustee of the Trust (the
Trustee

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Pursuant to Section 3.4 of the Trust Agreement,

as of the Effective Date ,

the

exclusive right to object to the allowance of any claim was reserved by the Trust and the Trustee
was given the authority and power to file objections regarding the allowance and disallowance of
claims.

THE CLAIMS
On or about July 11 ,

2007, DB

DBSP" ) filed claim

number 234 (the " DB Filed Claim ), which is alleged to be a general unsecured claim seeking an

unliquidated amount of
Repurchase Agreement dated as
modified from time to time) and that

841 737.13 arising out of

, 2005 (as amended , supplemented and

Servicing Agreement dated as of November 1 , 2006 (as amended , supplemented and otherwise
modified from time to

The DB

previously timely filed claims.
10.

DBSP is listed on the Debtors ' schedule F as having an unliquidated , contingent

and disputed unsecured claim in the

DBSP

together with the DBSP Filed Claim , the " DBSP Claims
11.
On or about July 11 ,

2007 , Aspen Funding Corp. (" Aspen ) filed claim number

235 (the " Aspen Filed Claim ), which is

unliquidated amount of
Repurchase Agreement dated as
modified from time to time) and that

841 737.13 arising out of

, supplemented and

Servicing Agreement dated as of November 1 2006 (as amended , supplemented and otherwise
modified from time to

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previously timely filed claims.
12.

Aspen is listed on the Debtors ' schedule D as having a claim in the

zero dollars (the "Aspen Scheduled Claim " together with the Aspen Filed Claim , the "Aspen
Claims
13.

On or

, 2007 , Newport Funding

Newport" )

filed claim

number 236 (the "Newport Filed Claim ), which is
seeking an unliquidated amount of not less than $55 841 737.13 arising out of that certain Master

Repurchase Agreement dated as
modified from time to time) and that

, supplemented and

Servicing Agreement dated as of November 1 2006 (as amended , supplemented and otherwise
modified from time to time). The
previously timely filed claims.
14.

Aspen and Newport are affiliates ofDBSP (collectively, the " DBSP Entities

15.

On or about April 24 , 2007 , Lehman Brothers Bank FSB (" Lehman ) filed claim

number 128 (the " Lehman Filed Claim ), which is

seeking an unliquidated amount of not less than $20 727, 715. 28 arising out of that
Second Amended and Restated Master Repurchase Agreement Governing Purchases and Sales
of Mortgage Loans , dated December 21 2005 (as amended).
16.

Lehman is listed on the Debtors ' schedule F as having an unliquidated , contingent

and disputed unsecured claim in the amount of zero dollars (the " Lehman Scheduled Claim
together with the Lehman Filed Claim , the " Lehman Claims
17.

On or about April 2 , 2008 , Aurora Loan Services LLC (" Aurora
Filed Claim

) filed claim

number 253 (the " Aurora

), which is alleged to be a

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unliquidated amount of not
representations and warranties in

000 248. 78

s breach of

respect of mortgage loans it originated and sold to

entities for which Aurora is the master servicer. The Aurora Filed Claim amends and
one or more previously filed claims.
18. 19.

Aurora is an affiliate of Lehman (together , the "Lehman Entities

On or about April 30 , 2007 , Barclays Bank PLC , individually and as agent for

buyers (" Barclays ), filed claim number 177 (the " Barclays Filed Claim ), which is alleged to be

a general unsecured claim seeking an unliquidated
arising out of that certain Master Repurchase

809,283.
, 2006 and certain

related custodial agreements and other transactional documents (as amended from time to time).
20.
Barclays is

' schedule F as having

contingent and disputed unsecured claim in the amount of zero dollars (the " Barclays Scheduled
Claim " together with the Barclays Filed Claim , the " Barclays Claims
21.

On or about April 27 , 2007 , JPMorganChase Bank NA (" JPMorganChase

) filed

claim number 146 (the " JPMorganChase Filed Claim ), which is alleged to be a
general unsecured claim seeking an unliquidated amount arising out of that certain Master Loan

Repurchase Agreement dated May 31 , 2006 and that certain Mortgage Loan Sale and Interim
Servicing Agreement dated as of December 1 2005.
22.

JPMorganChase is listed

' schedule F as having a

unsecured claim in the amount of $39, 324. 00 (the " JPMorganChase Scheduled Claim " together
with the JPMorganChase Filed Claim , the " JPMorganChase Claims
23.

On or

, 2007 ,

Nomura Credit &

Nomura ) filed claim number

Nomura Filed Claim ), which is

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unsecured claim seeking an unliquidated amount of not less than $1 239,427, 168. 30 arising out
of that certain letter agreement setting forth the master terms for mortgage loan purchases
October I , 2006 , that certain Master Mortgage Loan Purchase Agreement dated as of October 1

2006 and two Pool Summary and Trade Confirmations , one dated as of August 10, 2006
dated as of August 24 , 2006.
24.

Nomura is listed on the Debtors ' schedule D a having an unliquidated , contingent

and disputed secured claim in the

'Nomura Scheduled Claim

together with the Nomura Filed Claim , the "Nomura Claims
25.

On or about April 27, 2007 , Merrill Lynch Bank USA (" ML Bank") filed claim

number 187 (the " ML Bank Filed Claim ), which is alleged to be a general unsecured and/or an

unsecured priority claim seeking an unliquidated amount of not less than $11 , I 00 000. 00 arising

out of that certain Master Repurchase Agreement dated as of March 7 , 2005 (as amended from
time to time) and certain related agreements.
26.

ML Bank is

' schedule F as having

contingent and disputed unsecured claim in the amount of zero dollars (the " ML Bank Scheduled
Claim " together with the ML Bank Filed Claim , the " ML Bank Claims
27.

On or about April 27 , 2007 , Merrill Lynch Funding Corp. (" ML Funding

) filed

claim number 152 (the " ML Funding Filed Claim ), which is alleged to be an unsecured , secured

and/or priority claim seeking an unliquidated amount arising out of that certain Master Mortgage
Loan Purchase and Interim Servicing Agreement dated as of January 1 2006 (as amended from

time to time) and certain related agreements.
28.

On or

, 2007 , Merrill

Lending ) filed claim number

ML Lending Filed Claim ), which is alleged

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unsecured , secured and/or priority claim seeking

certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of January 1
2006 (as amended from time to time) and certain related agreements.
29.

On or about April 27 , 2007 , Merrill Lynch Mortgage Investors Trust

Loan Asset Backed Certificates Series 2006 RM1 (" ML Trust 1" ) filed claim number

ML Trust

), which is

unliquidated amount arising out of that
Servicing Agreement dated as of January

2006 (as amended from time to time) and

related agreements.
30.

On or about April 27 , 2007 , Merrill Lynch Mortgage Investors Trust

Loan Asset Backed Certificates Series 2006 RM2 (" ML Trust 2") filed claim number

ML Trust 2 Filed Claim ), which is

unliquidated amount arising out of that
Servicing Agreement dated as of January

2006 (as amended from time to time) and

related agreements.
31.

On or about April 27 , 2007 , Merrill Lynch Mortgage Investors Trust

Loan Asset Backed Certificates Series 2006 RM3 (" ML Trust 3") filed claim number

ML Trust 3 Filed Claim ), which is

unliquidated amount arising out
Servicing Agreement dated as of January

2006 (as amended from time to time) and

related agreements.
32.

On or about April 27, 2007 , Merrill Lynch Mortgage Investors Trust

Loan Asset Backed Certificates Series 2006 RM4 (" ML Trust 4" ) filed claim number

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ML Trust 4

), which is

unliquidated amount arising out
Servicing Agreement dated as of January 1 , 2006 (as amended from time to time) and
related agreements.
33.

On or about April 27 , 2007 , Merrill Lynch Mortgage Investors Trust

Loan Asset Backed Certificates Series 2006 RM5 (" ML Trust 5" and , collectively, with ML
Trust 1

, ML Trust 2 ML Trust 3 and ML Trust 4 , the " ML Trusts ) filed claim number 147 (the

ML Trust 5 Filed Claim ), which is

unliquidated amount arising out of that
Servicing Agreement dated as of January

2006 (as amended from time to time) and

related agreements.
34.

ML Funding and ML Lending are affiliates of ML Bank and ML

sponsor of the ML Trust 1 , ML Trust 2 , ML Trust 3 , ML Trust 4 , and ML Trust 5 (collectively,
the " ML Entities

RELIEF REQUESTED
35.

The Trust requests the entry of an Order, substantially in the form attached hereto

as Exhibit B , approving the Stipulation. The salient terms of the Stipulation provide

In full and

, the

Claims , the Newport Filed Claim , and any and all other claims filed by, or scheduled on behalf of the DBSP Entities , whether secured , administrative , priority, or , the

DBSP Entities shall have a single allowed unsecured claim in the aggregate amount of ten 000 000. 00) (the " Allowed DBSP Claim ), which
Allowed Claim in Class 3 as defined in the Plan.

I The following description of certain terms of the Stipulation is intended for the convenience ofthe Parties and is
qualified in all respects by the language of the Stipulation.

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11.

, the Aurora Filed Claim , and any and all other claims filed by, or scheduled
In full and final resolution of the

on

the Lehman Entities ,

whether secured

administrative , priority, Entities shall have a

or general unsecured , the

amount of ten million 000 000. 00) (the " Allowed Lehman Claim ), which shall be treated as an Allowed Claim in Class 3 as defined in the Plan.
lll.

In full and final resolution of the Barclays Claims and any and all other claims filed by, or , Barclays whether secured , administrative , priority, or general unsecured Barclays shall have a amount of ten million 000 000. 00) (the " Allowed Barclays Claim ), which shall be treated as an Allowed Claim in Class 3 as defined in the Plan.

lV.

In full and final resolution of the any and all other
JPMorganChase , whether secured , administrative , priority, or general unsecured , JPMorganChase shall have a single allowed
unsecured claim in

($10 000, 000. 00)

Allowed JPMorganChase Claim

which shall be
defined in the Plan.

In full and final resolution of the Nomura Claims and any and all other claims filed by, or , Nomura whether secured , administrative, priority, or general unsecured
N omura shall have a

amount of ten million 000 000. 00) (the "Allowed Nomura Claim ), which shall be treated as an Allowed Claim in Class 3 as defined in the Plan.
Vl.

, the ML Funding Filed Claim , the ML , the ML Trust 1 Filed Claim , the ML Trust 2 Filed Claim , the ML Trust 3 Filed Claim , the ML Trust 4 , the ML Filed Claim and any and all other claims filed by, or scheduled on behalf of, the ML Entities, whether secured , administrative priority, or , the ML
In full and final resolution of the

single allowed unsecured claim in the amount of ten

dollars ($10 000 000.

00)

Allowed ML Claim
, the Allowed , the Allowed
, the

collectively with the
Lehman Claim , the Allowed JPMorganChase Claim , and the Allowed

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Allowed Claims

, and individually each an " Allowed

Claim

which shall be
defined in the Plan.
Vll.

Any of
Stipulation if LaSalle Bank National Association (" LaSalle ) as trustee for such ML Trust, delivers a written certification to the
Trust on or before , 2008 which percent (50% to be measured in principal (or notional) amount
outstanding) of the

directed LaSalle to withdraw from the
Statement"
Vlll.

Certified

If either of the following Conditions ) is not met then each Claimant shall be entitled to provide to the Trust and each of the other Claimants written Notice
of Withdrawal" ) of such Claimant' s intent to

consent to this Stipulation: i) the Final Order shall have been entered by the Court on or before August 20 , 2008 and ii) the Trustee shall have made a distribution equal to at least 10% on
each Allowed Claim on or

, 2008

Initial Distribution

DISCUSSION
Legal Standard
36.

Section 105 of the Bankruptcy
process

(t)he court

may issue any order ,

, or judgment that is
C. ~ 105(a). Bankruptcy Rule 9019 provides

provisions " of the Bankruptcy Code.

(o)n motion by the trustee and after notice and a hearing, the court may approve a
or settlement." Fed. R. Bankr. P. 9019(a).

37.

In order to minimize litigation

estate

compromises are favored in bankruptcy.

In re Martin 91 F.3d 389 393 (3d Cir. 1996);
321, 329 (Bankr. D. Del. 2004). Pursuant

see also In re Coram Healthcare, Inc. 315 B. R.
Bankruptcy Rule 9019, " the

authority to approve a compromise settlement is within the sound

discretion of the bankruptcy court.

In re

Case No. 03- 10323 ,

2005

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Barikr. LEXIS 2606 , at *9 (Bankr. D. Del. October 7

2005l; see In re Louise

s, Inc. 211 B.

798 , 801 (D. Del. 1997). When exercising such discretion , the bankruptcy court must determine

whether the compromise is " fair,
Key3Media Group,

reasonable , and in the best

2005 Bankr. LEXIS 2606 , at *9;

see

also

In re RFE Industries, Inc. 283 FJd

159, 165 (3d Cir. 2002);

Louise s, Inc. 211 B.R. at 801.

38.

The bankruptcy court is not required to determine that the proposed
Key3Media Group,

the best possible compromise.

2005 Bankr. LEXIS 2606, at

Coram 315 B. R.

at 329). Rather ,

the settlement should be approved as long as it " falls within
Coram 315 B. R. at 330;
see also Cosoff

the reasonable range of

Rodman (In re W

699 F.2d 599, 608 (2d Cir.

cert. denied

464 U.S. 822 (1983)

(Settlement should be approved provided it does not fall below the lowest point in the range of
reasonableness. ).
In

, it is not
, nor is it necessary for the bankruptcy

utilized in resolving the

conclusively determine claims subject to a compromise.

Key3Media Group,

2005 Barikr.

LEXIS 2606, at *
39.

Courts should consider the following four factors when

settlement is in the best interests of the estate: (1) the probability of success in the

the complexity of the litigation involved , and the expense , inconvenience and delay
attendant thereto; (3) the difficulties , if any, to be encountered in the matter of collection; and (4)

the paramount interest of the creditors and a proper deference to their reasonable
g., Protective
390 u.s. 414 , 424 (1968);
Myers v. Martin (In re Martin), v.

See

Anderson

91 F. 3d 389

393 (3d Cir. 1996).

2 A copy of the Key3Media Group decision is attached hereto as Exhibit

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The Stipulation is in the Best Interest of the Estate
40.
In the present case , the

Stipulation was negotiated in
respective professionals. The
substantially lower than the claims that the

Iength among the

, the Allowed

Trust was to examine and analyze any and all claims asserted by the Claimants
Claims

individually. The

basic factors. First , the Parties recognized that an effort to specifically determine the

any of the Claims would involve (i) unduly
production causing a drain on the resources of each of the Claimants, (ii) a thorough review
the Trustee of the documents and information produced by each of the Claimants , causing a drain

on the resources of the estate, and (iii) a very complex analysis by the Trustee likely followed by

months of negotiations between the Trustee and each of the Claimants , draining the resources of
both the Claimants and the estate.
41.

Second , the Parties determined that collectively the Claimants comprise in excess

of 90% of the claims pool and , therefore , agreeing to accept smaller claims than such Claimants

may otherwise be entitled to would essentially have little to no impact on the Claimants as

simply would be
distribution on larger claims.

, since the Claimants represent such a significant portion of

the Class 3 claimants , they would be required to fund not only their own costs in prosecuting any

such litigation but the Trust' s costs as well since it would reduce the amount otherwise
to distribute to them. Moreover , the only impact the settlement could have on other

claimants would be to provide a greater distribution to such claimants due to a decreased creditor

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pool. Accordingly, the settlement is fair , reasonable , and in the best interests of the estate.
42.
Claims is
As to the first Martin

factor, the probability of success in litigation
intensive nature of the dispute

obligations to the Claimants with respect to each of the Claims.

Martin

factor

because litigation would be factually complex and likely require extensive discovery, the costs of

litigating this matter would likely outweigh any potential benefit of litigation.
Martin

factor , there is no difficulty in collection.
43.
Finally, as to the fourth Martin

factor , at this stage in this case, the

interest of creditors is
Accordingly, the resolution and settlement of the Claims , which will result in the

reduced general unsecured claims for the Claimants in exchange for the release of filed

asserted in unliquidated amounts anticipated to be far in excess
additional fees and costs inherent in litigating the Claims, fits squarely within the Martin

factors.

44.

The Trust believes that this settlement represents a sensible compromise of

claims , and that the settlement is in the best interest of the Trust and the Trust
re Marvel Entm ' t Group, Inc. 222 B.R. 243 , 249 (Bankr. D. Del. 1998).

45.

For the foregoing reasons , the Trust

settlement is within the reasonable range of litigation possibilities and approval of the Stipulation
is justified and appropriate.

NOTICE
46.

As required by the Plan and Confirmation Order , notice of this Motion

provided to: (1)

, (2) Counsel to each of the

(3) the Oversight Committee, and (4) other parties entitled to notice.

596. 002-2 101 5. DOC

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other or further notice is required.
24.
other Court.

No previous application for the relief sought herein has been made to this or any

WHEREFORE

the Trust

substantially in the form attached hereto as Exhibit B , approving the Stipulation , and grant such
other and further relief as may be just and proper.

Dated: July 3, 2008 Wilmington, Delaware

LANDIS RA TH & COBB

Kerri K. Mumford (No. 4186) 919 Market Street , Suite 600 Wilmington , DE Telephone: (302) 467- 4400 Facsimile: (302) 467- 4450
-and-

~~b

Mark S. Indelicato Mark T. Power Janine M. Cerbone

HAHN & HESSEN LLP
488 Madison Avenue New York , New York 10022 Telephone: (212) 478- 7200 Facsimile: (212) 478- 7400
Co- Counsel to the Liquidating Trust of ResMAE Mortgage

596. o02-21oI5. DOC

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

INRE:
LIQUIDATING TRUST OF RESMAE MORTGAGE CORPORATION, a Delaware Corporation
Debtor.

Chapter 11

Case No. 07- 10177

(KJC)

STIPULATION OF SETTLEMENT RESOLVING CLAIMS

This Stipulation of Settlement Resolving Claims (the " Stipulation ) is entered into by and
among the Liquidating Trust of ResMAE Mortgage Corporation (the "Trust" ) and the Parties

who are listed on Exhibit A annexed hereto and who are signatories hereto (the " Claimants
collectively, with the Trust, the "Parties

RECITALS
As and for the Recitals to this Stipulation , the Parties assert the following:

On February 12 , 2007 , ResMAE Mortgage
voluntary petition under chapter 11 of title
11 U.S. C. ~~ 101- 1330

Debtor

), filed a

Bankruptcy Code

in the United States

Court"

On February 12 , 2007 , the Debtor filed with the Court its Schedules of Assets and
Liabilities (as amended uom time to time , the " Schedules

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By order dated March 26 , 2007 (the "Bar

Date Order ), the Court established

April 30 , 2007 at 5:00 p. m. (prevailing Pacific Time) as the last date and time for the filing of
proofs of claim in this chapter 11 case (the " Bar Date

On or about July 11 , 2007, DB

DBSP")

filed claim

number 234 (the " DB Filed Claim ), which is alleged to be a general unsecured claim seeking an

unliquidated amount of not
Repurchase Agreement dated as
modified from time to time) and that

841 737. 13 arising out of

, 2005 (as amended , supplemented and otherwise

Servicing Agreement dated as of November 1 , 2006 (as amended , supplemented and otherwise
modified from time to

previously timely filed claims.

DBSP is listed on the Debtors ' schedule F as having an unliquidated , contingent
and disputed unsecured claim in the

DBSP Scheduled Claim

together with the DBSP Filed Claim , the "DBSP Claims

On or about July 11 , 2007 , Aspen Funding Corp. (" Aspen ) filed claim number

235 (the " Aspen Filed Claim ), which is alleged to be a

unliquidated amount of not
Repurchase Agreement dated as
modified from time to time) and that

841 737. 13 arising out of

, 2005 (as amended , supplemented and otherwise

Servicing Agreement dated as of November 1 , 2006 (as amended , supplemented and otherwise
modified from time to

previously timely filed claims.

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Aspen is listed on the Debtors' schedule D as having a claim in the amount of
zero dollars (the "Aspen Scheduled Claim" , together with the Aspen Filed Claim , the "Aspen
Claims

On or

, 2007 ,

Newport Funding

Newport")

filed claim

number 236 (the "Newport Filed Claim ), which is
seeking an unliquidated amount ofIiot less than $55 841 737. 13 arising out of that certain Master

Repurchase Agreement dated as
modified from time to time) and

, 2005 (as amended , supplemented and otherwise

Servicing Agreement dated as of November 1 , 2006 (as amended , supplemented and otherwise
modified from time to time). The Newport
previously timely filed claims.

Aspen and Newport are affiliates ofDBSP (collectively, the "DBSP Entities

On or about April 24 , 2007 , Lehman Brothers Bank FSB (" Lehman ) filed claim

number 128 (the " Lehman Filed Claim ), which is

seeking an unliquidated amount of not less than $20 727 715. 28 arising out of that
Second Amended and Restated Master Repurchase Agreement Governing Purchases and Sales
of Mortgage Loans , dated December 21 2005 (as amended).

Lehman is listed on the Debtors ' schedule F as having an unliquidated , contingent

and disputed unsecured claim in the amount of zero dollars (the " Lelunan
together with the Lehman Filed Claim , the "Lehman Claims

Scheduled Claim

On or about April 2 , 2008 , Aurora Loan Services LLC (" Aurora

) filed claim

number 253 (the " Aurora

Filed Claim

), which is
000,248. 78
s breach of

unliquidated amount of not

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representations and warranties in respect

entities for which Aurora is the master servicer. The Aurora Filed Claim amends and
one or more previously filed claims.

Aurora is an affiliate of Lehman (together, the " Lehman Entities

On or about April 30, 2007 , Barclays Bank PLC , individually and as agent for
buyers ("Barclays ), filed claim number 177 (the "Barclays Filed Claim ), which is alleged to be

a general unsecured claim seeking an
arising out of that certain Master Repurchase

809 283.
, 2006 and certain

related custodial agreements and other transactional docwnents (as amended ITom time to time).
Barclays is

' schedule F as having
Scheduled

contingent and disputed unsecured claim in the amount of zero dollars (the "Barclays
Claim , together with the Barclays Filed Claim, the "Barclays Claims

On or about April 27 , 2007 , JPMorganChase Bank NA (" JPMorganChase ) filed
claim nwnber 146 (the " JPMorganChase Filed Claim"), which is alleged to be a
general unsecured claim seeking an unliquidated amount arising out of that certain Master Loan

Repurchase Agreement dated May 31 , 2006 and that certain Mortgage Loan Sale and
Servicing Agreement dated as of December I , 2005.

JPMorganChase is listed

' schedule F as having a

unsecured claim in the amount of $39 324. 00 (the " JPMorganChase Scheduled Claim , together
with the JPMorganChase Filed Claim , the "JPMorganChase Claims

On or
Nomura ) filed claim number

, 2007 ,

Nomura Credit & Capital Inc. and its

Nomura Filed Claim ), which is alleged

unsecured claim seeking an unliquidated amount of not less than $1 239, 427, 168. 30 arising out

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of that certain letter agreement setting forth the master tenns for mortgage loan purchases dated
October 1 ,

2006 , that certain Master Mortgage Loan Purchase Agreement dated as of October 1

2006 and two Pool Summary and Trade Confi1111ations , one dated as of August 10 , 2006 and one

dated as of August 24 , 2006.

Nomura is listed on the Debtors ' schedule D a having an unliquidated, contingent
and disputed secured claim in the

Nomura Scheduled Claim

together with the Nomura Filed Claim , the "Nomura Claims

On or about April 27, 2007 , Merrill Lynch Bank USA ("ML Bank") filed claim
number 187 (the " ML Bank Filed Claim ), which is alleged to be a general unsecured and/or an
unsecured priority claim seeking an unliquidated amount of not less than $11 100 000. 00 arising

out of that certain Master Repurchase Agreement dated as of March 7 , 2005 (as amended from
time to time) and certain related agreements.

ML Bank is

' schedule F as having

contingent and disputed unsecured claim in the amount of zero dollars (the "ML Bank Scheduled
Claim , together with the ML Bank Filed Claim , the "ML Bank Claims

On or about April 27 , 2007 , Merrill Lynch Funding Corp. ("ML Funding ) filed
claim number 152 (the " ML Funding Filed Claim ), which is alleged to be an unsecured , secured and/or priority claim seeking an unliquidated amount arising out of that certain Master Mortgage

Loan Purchase and Interim Servicing Agreement dated as of January 1 , 2006 (as amended from
time to time) and certain related agreements.

On or
Lending ) filed claim number

, 2007,

ML Lending Filed Claim ), which is alleged to be an

unsecured, secured and/or priority claim seeking an unliquidated amount arising out of that

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certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of January 1
2006 (as amended from time to time) and certain related agreements.

On or about April 27 , 2007 , Menill Lynch
Loan Asset Backed Certificates Series 2006 RM1 (" ML Trust 1" ) filed claim number 190 (the

ML Trust

), which is

unliquidated amount arising out of that
Servicing Agreement dated as of January 1 , 2006 (as amended from time to time) and
related agreements.

On or about April 27,
Loan Asset Backed Certificates Series 2006 RM2 (" ML Trust 2") filed claim number 150 (the

ML Trust 2 Filed Claim ), which is
unliquidated amount arising out

Servicing Agreement dated as of January 1 , 2006 (as amended from time to time) and
related agreements.

On or about April 27, 2007 , Menill Lynch Mortgage
Loan Asset Backed Certificates Series 2006 RM3 (" ML Trust 3" ) filed claim number

ML Trust 3

), which is

unliquidated amount arising out

Servicing Agreement dated as of January 1, 2006 (as amended from time
related agreements.
AA.

On or about April 27 , 2007 , Menill Lynch

Loan Asset Backed Certificates Series 2006 RM4 ("ML Trust 4") filed claim number

ML Trust 4 Filed Claim ), which is

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unliquidated amount arising out of that
Servicing Agreement dated as of January 1 2006 (as amended from time to time) and

related agreements.
BB.

On or about April 27 , 2007 , Merrill Lynch Mortgage Investors Trust

Loan Asset Backed Certificates Series 2006 RM5 (" ML Trust 5" and , collectively, with ML
Trust 1, ML Trust 2 ML Trust 3 and ML Trust 4, the "ML Trusts ) filed claim number 147 (the

ML Trust 5

), which is

unliquidated amount arising out of that
Servicing Agreement dated as of January 1 , 2006 (as amended from time to time) and

related agreements.
CC.

ML Funding and ML Lending are affiliates of ML Bank and ML Lending

sponsor of the ML Trust 1, ML Trust 2 , ML Trust 3 , ML Trust 4 , and ML Trust 5 (collectively,
the "ML Entities
DD.
On June 5 , 2007 , the Court entered the Findings of Fact, Conclusions of Law and

Order under 11 U.

C. ~~ 1

Amended Plan of Reorganization of the Debtor Proposed by the Debtor and Sponsored by RMC
Mortgage Holdings LLC Dated June 5 , 2007 (the " Confirmation Order
EE.

On

, 2007

Effective Date ), the Second

Reorganization of the Debtor

Holdings LLC Dated June 5, 2007 (as supplemented , modified , or amended , the " Plan ) became
effective.
FF.
Pursuant to the Plan , on the

Declaration of Trust , Estate Administration and Liquidating Trust

Trust

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Agreement") was executed appointing Alan M. Jacobs as Liquidating Trustee of the Trust (the

Trustee
GG.

On the Effective Date , the Debtor transferred the Trust Property to the Trust in

accordance with the Plan.
HH.

Pursuant to Section 3.4 of the Trust Agreement ,

as of the Effective Date, the

exclusive right to object to the allowance of any claim was reserved by the Trust and the Trustee
was given the authority and power to file objections regarding the allowance and disallowance of
claims.

NOW , THEREFORE , in consideration of the promises and mutual covenants
herein and other valuable consideration ,

the receipt of which is hereby acknowledged , it is

stipulated and agreed by and among the Parties , as follows:

The recitals set forth above are incorporated herein by reference.

In full and final resolution of the DBSP Claims , the Aspen Claims , the Newport
Filed Claim , and any and all other claims filed by, or scheduled on behalf of the DBSP Entities
whether secured ,

administrative , priority, or general unsecured , the DBSP Entities shall have a

single allowed unsecured claim in the aggregate amount of ten million dollars ($10 000, 000. 00)
(the " Al1owed

DBSP Claim ), which shall be treated as an Allowed Claim in Class 3 as defined

in the Plan. Any distribution
provided , however, DBSP , Aspen and Newport reserve the right to detennine the
allocation among DBSP , Aspen and Newport of any distributions received from the Trust on

behalf of the Allowed DBSP Claim.

In full and final resolution of the Lemnan

, and

any and all other

, the

, whether

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secured , administrative , priority, or general unsecured , the Lehman Entities shall have a single

allowed unsecured claim in the amount of ten million dollars ($10, 000,000. 00) (the " Allowed
Lehman Claim ), which shall be treated as an Allowed Claim in Class 3 as defined in the

Any distribution due to the Lehman Entities under the Plan shall be paid to Lehman, provided
however, Lehman and Aurora reserve the right to detennine the appropriate allocation

them of any distributions received ITom the Trust on behalf of the Allowed Lehman Claim.
In full and final resolution of the Barclays

filed by, or

, Barclays , whether secured , administrative , priority, or

general unsecured , Barclays shall have a single allowed

million dollars ($10, 000 000. 00) (the " Allowed Barclays Claim ), which shall be treated as an
Allowed Claim in Class 3 as defined in the Plan.

In full and final resolution of the

claims filed by, or scheduled on behalf of, JPMorganChase ,

whether secured, administrative

priority, or general unsecured , JPMorganChase shall have a single allowed unsecured claim in

the amount of ten million

000 000. 00) (the " Allowed JPMorganChase Claim"

which shall be treated as an Allowed Claim in Class 3 as defined in the Plan.
In full and final resolution of the

filed by, or scheduled on behalf of, Nomura, whether secured , administrative, priority, or general
unsecured , Nomura shall have a single allowed

dollars ($10 000 000. 00) (the "Allowed Nomura Claim ), which shall be treated as an

Claim in Class 3 as defined in the Plan.
In

full and final resolution of the ML Bank Claims , the ML Funding Filed Claim
, the ML Trust 2 Filed Claim , the ML

the ML Lending Filed Claim , the ML Trust

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Trust 3 Filed Claim , the ML Trust 4 Filed Claim , the ML Trust 5 Filed Claim and any and all
other claims filed by, or

, the

, whether secured

administrative , priority, or
unsecured claim in the

, the ML
000 000. 00) (the "Allowed ML

Claim " collectively with the Allowed DBSP Claim , the Allowed Lehman Claim , the Allowed
Barclays Claim , the Allowed

, and the Allowed

, the

Allowed Claims , and individually each an "Allowed Claim

), which shall be

Allowed Claim in Class 3 as defined in the Plan. Any distribution due to the ML

the Plan shall be paid to ML
however, ML Bank , ML Funding, ML Lending, ML Trust 1 , ML Trust 2 , ML Trust 3 , ML Trust

4, and ML Trust 5 reserve the right to detennine the appropriate allocation among ML Bank, ML
Funding, ML Lending, ML Trust 1 , ML Trust 2 , ML Trust 3 , ML Trust 4 , and ML Trust 5 of any

distributions received by ML Bank from the Trust on behalf of the Allowed ML Claim. Any
the ML Trusts , however, may withdraw its consent to this Stipulation if LaSalle Bank
Association (" LaSalle ) as trustee for such ML Trust , delivers a written certification to the Trust

on or before July 25 , 2008 which certifies that fifty percent (50% to be measured in principal (or

notional) amount outstanding) of the security holders of such ML Trust have directed LaSalle to
withdraw from this Stipulation (" Certified Statement"

The
approval by the Court and that this

Parties until the entry by the
approving this Stipulation (the "Final Order
). For purposes of

, where applicable , of an order

, a " Final Order

means an order , the operation or effect of which has not been stayed , reversed or amended and as

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to which the time to appeal or such review or rehearing has expired and as to which no appeal or
petition for review or rehearing was filed or, if filed , remains pending.

If a Certified Statement is received by the Trust as set forth in paragraph 7 of this
Stipulation or if this Stipulation is not approved by the Court or the Court' s order is reversed by a
higher court, the Stipulation shall be

Stipulation shall be deemed null and void. Furthennore, if this Stipulation is not approved
Court or the Court' s order approving this Stipulation is reversed
by

by

the

a higher court , the tenns or

statements contained in this Stipulation , any motion or motions filed seeking an order from the
Court approving this Stipulation , and any correspondence related to the negotiation , drafting or
approval of this Stipulation , shall not be

Party s interest in any litigation by and among the Parties.
10.

If either of the

Conditions

) is not met then each

Claimant shall be entitled to provide to the Trust
notification (a "Notice of Withdrawal") of such Claimant s intent to withdraw its consent to this
Stipulation: i) the Final Order shall have been entered by the Court on or before August 20 , 2008
and ii) the Trustee shall have made a distribution equal to at least 10% on each Allowed Claim in

accordance with paragraphs 2 through 7 herein on or before September 30, 2008 (the "Initial
Distribution
, the

Trustee shall have five (5) business days to take any necessary steps to ensure entry of the Final

Order and/or effectuate the.Initial Distribution. If, after five (5) business days from the Trustee
receipt of a Notice of Withdrawal , the Final Order has not been entered by the Court or the Initial

Distribution has not been made , this Stipulation shall be deemed null and void and all

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set forth in this Stipulation shall be deemed null and void. The Trustee shall reasonable efforts to
assure that the Conditions are met.
11.

Conditional upon the Trust' s receipt of an executed copy of this Stipulation by all

Parties , entry of the Final Order, and subject to the provisions of paragraph 10 , the Trustee, on

behalf of the Trust, and to the extent authorized

, on behalf of the Debtor, and
Releasing

each of their respective predecessors, successors and assigns (collectively, the "Trust
Parties
) hereby releases ,

waives, discharges and

, causes of

action , damages , liabilities , demands , rights and losses of whatever kind and nature, known or

unknown ,

past or present , existing before or as of the date of this Stipulation , of any nature

whatsoever, whether in tort (including, without limitation , acts of active negligence), contract or

any other theory of recovery in law , admiralty or equity, whether or not wrongful , whether for
compensatory or punitive damages , equitable relief or otherwise , and whether now known or
unknown ,
suspected or unsuspected, that any of

the Claimants and current and former officers and directors of the Claimants , which are based

upon or arise out of or in connection with any matter, cause or thing existing at any time prior to

the date hereof or anything done, omitted or suffered to be done at any time prior to the date
hereof;

provided however , that nothing herein shall release any rights that the Trust has in or to

the ResMAE Asset- Backed Pass-Through Certificates 2006- , including, but not limited to , the
Trust' s rights in the Originator Reserve Account.
12.

Upon each Claimant's
, each Claimant
, causes of

Parties , entry of the Final Order and

hereby releases ,

waives , discharges and

damages , liabilities , demands , rights and losses of whatever kind and nature, known or unknown

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past or present , existing before , or as of the date of this Stipulation , of any nature whatsoever

whether in tort (including, without limitation, acts of active negligence), contract or any other
theory of recovery in law, admiralty or
, whether for

compensatory or punitive damages , equitable relief or otherwise , and whether now known or
unknown , suspected or unsuspected , that the Claimant have or had against the Trust
Parties , which are based upon or arise out of or in
, cause or thing

existing at any time prior to the date hereof or anything done , omitted or suffered to be done or

omitted at any time prior to the date hereof, including but not limited to any and all claims filed
by, or scheduled on behalf of, such Claimant;
provided however, nothing in this paragraph shall

release the Debtor, the Trust or the Liquidating Trustee
with respect to the Allowed Claims.
13.

Each Party represents that it owns and has not assigned or otherwise transferred to

any other person or entity any of such Party s rights and claims as are being altered or otherwise
affected by this Stipulation.

14.

The Parties acknowledge that this Stipulation is a compromise of disputed claims

and that no Party admits , and each expressly denies , any liability on its part.
15.

Each person signing this Stipulation

duly authorized and has the requisite authority to execute and deliver this Stipulation on behalf

of such Party and/or to bind hislher
Stipulation.
16.

The Parties further declare that , in making this Stipulation , they rely entirely upon

their own judgment , beliefs and interests and the advice of their counsel (for whose expense each

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shall be solely responsible) and that they have had a reasonable period of time to
Stipulation.
17.

The Parties agree that each Party has reviewed this Stipulation and that each

understands and voluntarily accepts all the provisions contained in this Stipulation.
further agree that this Stipulation was the product of negotiations between each of the Claimants
and the Trust and that any rule of construction
drafting party shall not apply in the interpretation of this Stipulation.
18.

The language of all parts of this Stipulation shall

whole, according to its fair meaning and not strictly for or against any of the Parties.
19.
by any

Should any immaterial provision of this Stipulation be declared or be
, invalid or unenforceable , the

validity and enforceability of the
thereby and said illegal , unenforceable or invalid part , term or provision shall be deemed not to
be a part of this Stipulation.
20.

This Stipulation sets forth the

supercedes any and all prior agreements and understandings , written or oral , among the Parties
pertaining to the subject matter hereof.
21.

No modification of this

writing and signed by each of the Parties.
22.

This Stipulation shall be binding upon and inure to the benefit of the Parties, their
executors , successors , administrators and assigns.

respective heirs ,

23.
each of the

With respect to any action to enforce the tenns and provisions of this Agreement
, while the

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Bankruptcy Cases are pending in this Court, and
Delaware and each of the Parties
other fonnn.
24.

This Stipulation may be

, and signatures

supplied by facsimile or other electronic means shall be deemed as if originals, and all of which
together shaH constitute one and the same instrument.

AGREED:
Dated:

J;J

2008

Dated:

2008

DB STRUCTURED PRODUCTS INC.

By:

Dated;

2008

ASPEN FUNDING CORP.

By:

Dated:

2008

NEWPORT FUNDING CORP.

By:

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Bankruptcy Cases are pending in this Court, and
Delaware and each of the Parties expressly waives any right to commence any such action in any
other forum.

24.

This Stipulation may be

supplied by facsimile or other electronic means shall be deemed as if originals, and all of which
together shall constitute one and the same instrument.

AGREED:
Dated:

2008

THE LIQUIDATING TRUST OF RES MORTGAGE CORPORATION

By: Alan M. Jacobs , Trustee

vJn ~AmOYe...
Dated:

/3

2008

DB STRUCTURED PRODUCTS INC.

/BY:G'I.IiN~ UmKoFr
ASPEN FUNDING ORP.

2008

By:

Dated:

2008

NEWPORT FUNDING CORP.

By:

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Bankruptcy Cases are pending in this
Delaware and each of the Parties expressly waives any right to commence any such action in any
other forum.
24.

This Stipulation may be

supplied by facsimile or other' electronic means shall be deemed as if originals . and all of which
together shall constitute one and the same

AGREED:
Dated:

2008

THE LIQUIDATING TRUST OF RESMAE MORTGAGE CORPORATION

By: Alan M. Jacobs, Trustee
DB STRUCTURED PRODUCTS INC.

Dated:

2008

By:
Dated:
, 2008

ASPEN FUNDING CORP.

By: Doris

Dated:

2008

NEWPORT FUNDING CORP.

By: Doris

~!J-t~ ~ih~

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Dated:

2008

LEHMAN BROTHERS BANK FSB

By:

z;1~~
AURORA LOAN SERVICES LLC
By:
BARCLA YS BANK. PLC,

Dated:

2008

Dated:

2008

By:

Dated:

2008

JPMORGANCHASE BANK NA

By:

Dated:

2008

NOMURA CREDIT & CAPITAL INC.

By:

Dated:

2008

MERRll..L LYNCH BANK USA

By:

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Page 37 of 90

Dated:

2008

LEHMAN BROTHERS BANK FSB

By:

Dated:

2008

AURORA LOAN SERVICES LLC

Dated:

2008

BARCLA YS BANK PLC

By:

Dated:

2008

JPMORGANCHASE BANK NA

By:

Dated:

2008

NOMURA CREDIT & CAPITAL INC.

By;

Dated:

2008

MERRILL LYNCH BANK USA

By:

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 38 of 90

Dated:

2008 .

LEHMAN BROTHERS BANK FSB

By:

Dated:

2008

AURORA LOAN SERVICES LLC

By:

Dated:

2008

BARCLA YS BANK PLC,

By:

~k:O~ J,
t,SE MTl-trJR

Dated:

2008

JPMORGANCHASE BANK NA

By:

Dated:

2008

NOMURA CREDIT & CAPITAL INC.

By:

Da~ed:

2008

MERRILL LYNCH BANK USA

By:

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 39 of 90

Dated:

2008

LEHMAN BROTHERS BANK FSB

By:

Dated:

2008

AURORA LOAN SERVICES LLC

By:

Dated:

2008

BARCLA YS BANK PLC

By:

Dated:

2008

JPMORGANCHASE BANK

Y'
By: JO~
. MANAOI~

.I /1

II'

DlRECfOR

Dated:

2008

NOMURA CREDIT & CAPITAL INC.

By:

Dated:

2008

MERRILL LYNCH BANK USA

By:

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 40 of 90

Dated:

2008

LEHMAN BROTHERS BANK FSB

By:

Dated:

2008

AURORA LOAN SERVICES LLC

By:

Dated:

, 2008

BARCLA YS BANK PLC

By:

Dated:

, 2008

JPMORGANCHASE BANK NA

By:

DatOO:

2008

NOMURA CREDIT & CAPITAL INC.

Dated:

2008

MERRILL LYNCH BANK USA

By:

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 41 of 90

Dated:

2008

LEHMAN BRO' fIJERS BANK . FSB

By:

Dated:

2008

AURORA LOAN SERVICES LLC

By:

Dated:

, ZOOS

BARCLAYSaANK PLC.

By:

Dated: .

2008

JPMQfWANCHASE BANK NA

By:

Dated:

2Q08

NOMURA CREDIT & CAPITAL INe;

By:

Dated:

2008

MERRILL LYNCHBANKUSA.

- US

G0'

t1.99

6\;,p ZTC=

HjI~:J.. 1

~~ : 9~

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 42 of 90

P2! . d ll;;jJ,O,l

Dated;

2008

Dated;

2008

By:

K~tatl Par$~h VlcePr&sraent:

Da.ted:

2008

J....ASALLEaANK NA TIONAL ASSOCIATION, ,sOLliL Y iN ITS CAP ACITY A$ "TRUSTEE FOR

ME~LL LYNCH
INVESTORS TRUSTMORTGAOE LOAN
ASS~T :BACKED CERTIFIGA TE SERlES, ZOO6

By:

Dated:

2008

LASALLE
ASSOCIA
CAPAC.ITY AS

MER~ILL LYNCH MQR'ItlAGE INVESTORS TRUST MORtGAGE LOAN ASSET BACKED CERTIFlCA TES SERIES 2006 RM 2

By:

Dateq:

2008

LASALLE BANK NA TlONAL ASSOCIATION, SOLELY IN

E0'

E1.99 Gill' Ere:

HjN..." ,

111;:j;:J31..J,

to;;:

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 43 of 90

Dated:

2008

MBRRn.L LYNCH FUNDING CORP

By:

Dated:

2008

MERRILL LYNCH MORTGAGE LENDING INC.

By:

D_:

200S

LASALLE BANK NATIONAL ASSOCIATION, SOLELY IN ITS AS TRUSTEE FOR CAPACITY MERRilL LYNCH INVESTORS TRUST MORTGAGE LOAN ASSET BACKED CERTIFICATES

SE

Dated:~2008

LASALLE BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE FOR MERRILL LYNCH MORTGAGE 1NVESTORS TRUST MORTGAGE LOAN ASSET BACKED CERTIFICATES

SE

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 44 of 90

Dared:~2008

LASALLE BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE FOR MERRILL L YNCR MORTGAGE INVESTORS TRUST MORTGAGE LOAN ASSET BACKED CERTIFICATES

BY:
VICe President
Dated:

2008

LASALLE BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE FOR MBRRll-L L YNCR MORTGAGE INVESTORS TRUST MORTGAGE LOAN ASSET BACKED CERTIFICATES

WES
tJIJL

BY:
Vice President

DatOO:

2008

LASALLE BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE FOR MERRILL LYNCH MORTGAGE INVESTORS TRUST MORTGAGE LOAN ASSET BACKED CERTIFICATES

006RM5

Case 1:07-cv-00428-SLR

Document 14-2

Filed 07/16/2008

Page 45 of 90

Exhibit A
Claimants that are Parties to the Stipulation of Settlement Resolving

DB Structured Products Inc.
Aspen Funding Corp,

Newport Funding Corp,
Lehman Brothers Bank FSB

Aurora Loan Services LLC
Barclays Bank PLC

JPMorganChase Bank NA
Nomura Credit & Capital Inc,

Merrill Lynch Bank USA Merrill Lynch Funding Corp.
Merrill Lynch Mortgage Lending Inc.

LaSalle Bank National Association , Solely in its Capacity as Trustee for Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset Backed Certificates Series 2006 RM LaSalle Bank National Association , Solely in its Capacity as Trustee for Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset Backed Certificates Series 2006 RM 2
LaSalle Bank National Association , Solely in its Capacity as Trustee for Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset Backed Certificates Series 2006 RM 3

LaSalle Bank National Association , Solely in its Capacity as Trustee for Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset Backed Certificates Series 2006 RM 4
LaSalle Bank National Association , Solely in its Capacity as Trustee for Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset Backed Certificates Series 2006 RM 5

Case 1:07-cv-00428-SLR

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EXHIBIT B

Case 1:07-cv-00428-SLR

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA WARE
In re:
Chapter 11

LIQVIDA TING TRUST OF RESMAE

Case No. 07- 10177

(KJC)

MORTGAGE CORPORATION
f/kla RES MAE CORPORATION
Ref. No.

Debtor.

ORDER GRANTING MOTION PURSUANT TO BANKRUPTCY RULE 9019 TO APPROVE A STIPULATION OF SETTLEMENT RESOLVING CLAIMS

Upon consideration of the motion (the "Motion

l of the Liquidating Trust of

ResMAE Mortgage Corporation (the " Trust") for entry of an order pursuant to section

chapter 11 of title

Bankruptcy Code ) and Rule 9019 of the

Federal Rules of Bankruptcy Procedure (the " Bankruptcy Rules ) for approval of a stipulation of
settlement (the " Stipulation

) between the Trust and the parties listed on Exhibit A

the Stipulation; it appearing that the Court has jurisdiction to consider the Motion pursuant to 28
U.S. C. 99 157 and
157(b )(2);

C. g

interests of the Debtor , its Estate and its creditors; and it appearing that due notice of the Motion
has been given , and that no further notice need be given; and sufficient cause appearing therefor;
IT IS HEREBY ORDERED THAT:

The Motion is GRANTED on the terms set forth herein. The Stipulation attached hereto is hereby approved,

1 Unless otherwise defined herein

, all capitalized terms shall have the meanings ascribed to them in the Motion.

596, 002-21018, DOC

Case 1:07-cv-00428-SLR

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Page 48 of 90

The Trust is
instruments that may be reasonably necessary to consummate the resolution contemplated by the

Stipulation,

This Court retains jurisdiction (i) to interpret , implement and enforce the
terms and provisions of the

, implement and

provisions of this Order.

Dated: July
Wilmington, Delaware

The Honorable Kevin J. Carey United States Bankruptcy Judge

596, OO2.21018, DOC

Case 1:07-cv-00428-SLR

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Page 49 of 90

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

INRE:
LIQUIDATING TRUST OF RES MAE MORTGAGE CORPORATION, a Delaware Corporation
Debtor.

Chapter 11

Case No. 07- 10177

(KJC)

STIPULATION OF SETTLEMENT RESOLVING CLAIMS

This Stipulation of Settlement Resolving Claims (the " Stipulation ) is entered into by and
among the Liquidating Trust of Res MAE Mortgage Corporation (the " Trust") and the Parties

who are listed on Exhibit A annexed hereto and who are signatories hereto (the " Claimants
collectively, with the Trust, the " Parties

RECITALS
As and for the Recitals to this Stipulation, the Parties assert the following:

On February 12 , 2007 , ResMAE
voluntary petition under chapter
II U.

Debtor

), filed a

Bankruptcy Code

C. ~~ 101- 1330

in the United States Bankruptcy Court for the District of

Court"

On February 12 , 2007 , the Debtor filed with the Court its Schedules of Assets and
Liabilities (as amended from time to time, the " Schedules

Case 1:07-cv-00428-SLR

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Page 50 of 90

By order dated March 26 , 2007 (the "Bar

Date Order

), the Court

April 30 , 2007 at 5:00 p. m. (prevailing Pacific Time) as the last date and time for the filing of
proofs of claim in this chapter 11 case (the Bar

Date
filed claim

On or about July 11 ,

2007 , DB Structured Products Inc. (" DBSP" )

number 234 (the " DB Filed Claim ), which is alleged to be a general unsecured claim seeking an

unliquidated amount of not
Repurchase Agreement dated as

841 737, 13 arising out of that

, 2005 (as amended , supplemented and

modified from time to time) and that
Servicing Agreement dated as of November 1 , 2006 (as amended , supplemented and otherwise
modified from time to

previously timely filed claims.

DBSP is listed on the Debtors ' schedule F as having an unliquidated , contingent
and disputed unsecure