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IN RE RESIDENTIAL CAPITAL, LLC

Case No. 12-12020 (MG) Jointly Administered Adversary Proceeding No. 13-01277(MG), Adversary Proceeding No. 13-01343(MG).

497 B.R. 403 (2013)

IN RE: RESIDENTIAL CAPITAL, LLC, et al., Debtors. Official Committee of Unsecured Creditors, on behalf of the estates of the Debtors, Plaintiff, v. UMB Bank, N.A., as successor indenture trustee under that certain Indenture, dated as of June 6, 2008; and Wells Fargo Bank, N.A., third priority collateral agent and collateral control agent under that certain Amended and Restated Third Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of December 30, 2009, Defendants. Residential Capital, LLC, et al, Plaintiffs, v. UMB Bank, N.A., as successor indenture trustee under that certain Indenture, dated as of June 6, 2008; and Wells Fargo Bank, N.A., third priority collateral agent and collateral control agent under that certain Amended and Restated Third Priority Pledge and Security Agreement and Irrevocable Proxy, dated as of December 30, 2009, Defendants.

United States Bankruptcy Court, S.D. New York.

September 20, 2013.

Attorney(s) appearing for the Case

AKIN GUMP STRAUSS HAUER & FELD LLP, Special Counsel to UMB Bank, N.A., One Bryant Park, New York, N.Y. 10036, By: David M. Zensky, Esq.

KRAMER LEVIN NAFTALIS & FRANKEL LLP, Counsel for the Official Creditors' Committee, 1177 Avenue of the Americas, New York, N.Y. 10036, By: Gregory A. Horowitz, Esq. , Kenneth Eckstein, Esq.

WHITE & CASE LLP, Attorneys for Ad Hoc Group of Junior Secured Noteholders, 1155 Avenue of the Americas, New York, N.Y. 10036, By: J. Christopher Shore, Esq.

MORRISON & FOERSTER LLP, Attorneys for Debtors, 1290 Avenue of the Americas, New York, N.Y. 10104, By: Jamie A. Levitt, Esq.

CURTIS, MALLET-PREVOST, COLT & MOSLE LLP, Conflicts Counsel to Debtors, 101 Park Avenue, New York, N.Y. 10178, By: Theresa Foudy, Esq.

Chapter 11

MEMORANDUM OPINION DENYING WITHOUT PREJUDICE UMB BANK'S MOTION TO DISMISS COUNTS 3 AND 5, AND GRANTING IN PART AND DENYING IN PART THE COMMITTEE'S MOTION TO DISMISS CERTAIN JUNIOR SECURED NOTEHOLDER COUNTERCLAIMS

MARTIN GLENN, UNITED STATES BANKRUPTCY JUDGE

Pending before the Court are two motions: (1) Defendants UMB Bank, N.A. and the Ad Hoc Group of Junior Secured Noteholders' Motion to Dismiss in Part the Debtors' First...

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