Case MFW Doc 9 Filed 10/04/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 9 Filed 10/04/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CORPORATION, et al., Debtors. Chapter 11 Case No (MFW) Jointly Administered TIDAL ENERGY MARKETING (U.S.) L.L.C., v. Plaintiff, Adv. Pro. No (MFW) CORPORATION, DEBTOR-IN- POSSESSION, BILL D. FARLEIGH REVOCABLE TRUST, et al., Defendant. MOTION FOR LEAVE TO DEPOSIT FUNDS INTO COURT REGISTRY Interpleader-Plaintiff Tidal Energy Marketing (U.S.) L.L.C. ( Tidal ), pursuant to Del. Bankr. L.R (c) and , Federal Rule of Civil Procedure 67, made applicable to this proceeding by Federal Rule of Bankruptcy Procedure 7067, moves the Court for leave to deposit into the registry of the Court $220, in suspense funds ( Funds ), which comprise all of the production revenue withheld by Tidal in connection with the crude oil purchases it made from the subject properties identified in its Amended Complaint for Declaratory and Interpleader Relief ( Amended Complaint ) (Adv. Docket Number 3). This adversary proceeding is an interpleader action arising from a dispute among the multiple claimants named as defendants in the Amended Complaint who have asserted, and continue to assert, conflicting claims and entitlements to the Funds, including ownership and

2 Case MFW Doc 9 Filed 10/04/16 Page 2 of 3 perfected lien interests. The background facts and procedural history of this litigation are set forth more fully in Tidal s Amended Complaint. (Adv. Docket Number 3) Tidal is a mere stakeholder and bears no blame for the existence of the ownership controversy, nor for a failure to resolve the underlying dispute in favor of one or more of the defendants to the exclusion of the others. As such, good cause exists to order the deposit of the Funds. Furthermore, the reason for deposit complies with 28 U.S.C (the Federal Interpleader Act ). Upon deposit, the Clerk of Court should hold the Funds until further order of this Court directs their distribution. Without waiving its entitlement to be compensated for its costs of litigation, including reasonable and necessary attorneys fees incurred, Tidal requests an order of this Court 1) permitting Tidal to deposit the Funds into the Court s registry so that the Court can adjudicate the merits of the conflicting claims and demands of the defendants concerning the Funds while Tidal is freed from further participation in the case and 2) releasing and discharging Tidal from all liability to Defendants and all parties at any time asserting a claim of entitlement to the Funds on account of the subject matter of this action, or relating to the Court s distribution of the deposited funds. Tidal respectfully reserves its right to seek reimbursement for its costs of litigation and fees incurred upon further application therefor, pursuant to further order of the Court. A proposed form of Order is attached. Date: September 30, 2016 Respectfully submitted, STEVENS & LEE, P.C. /s/ Joseph H. Huston, Jr. Joseph H. Huston, Jr. (No. 4035) Jason D. Angelo (No. 6009) 919 North Market Street, Suite 1300 Wilmington, DE T: (302) / F: (610) jhh/jda@stevenslee.com - 2 -

3 Case MFW Doc 9 Filed 10/04/16 Page 3 of 3 -and- Mark S. Finkelstein (admitted pro hac vice) SHANNON, MARTIN, FINKELSTEIN, ALVARADO & DUNNE, P.C McKinney Street, Suite 1100 Houston, Texas P F mfinkelstein@smfadlaw.com ATTORNEYS FOR TIDAL ENERGY MARKETING (U.S.) L.L.C

4 Case MFW Doc 9-1 Filed 10/04/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CORPORATION, et al., Debtors. Chapter 11 Case No (MFW) Jointly Administered TIDAL ENERGY MARKETING (U.S.) L.L.C., v. Plaintiff, Adv. Pro. No (MFW) CORPORATION, DEBTOR-IN- POSSESSION, BILL D. FARLEIGH REVOCABLE TRUST, et al., Defendant. ORDER AUTHORIZING DEPOSIT OF FUNDS INTO REGISTRY OF THE COURT Tidal Energy Marketing (U.S.) L.L.C., ( Tidal ), having moved pursuant to Local Rule of Bankruptcy Procedure for the entry of an order authorizing the Clerk of Court to deposit $220, (the Funds ) tendered by Tidal into the Registry of the Court, as further stated in Tidal s Motion for Leave to Deposit Funds Into Court s Registry (Adv. Docket Number 7), and good cause appearing therefor, IT IS ORDERED: 1. The Motion is GRANTED; 2. The Clerk of Court is directed to deposit the $220, tendered by Tidal into the Registry of the Court;

5 Case MFW Doc 9-1 Filed 10/04/16 Page 2 of 2 3. The Clerk of Court shall not disburse the Funds absent further order of this Court; and 4. Tidal is hereby released and discharged from all liability to Defendants and all parties at any time asserting a claim of entitlement to the Funds on account of the subject matter of this action, or relating to the Court s distribution of the deposited funds. Date: By: The Honorable Mary F. Walrath United States Bankruptcy Judge

6 Case MFW Doc 9-2 Filed 10/04/16 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CORPORATION, et al., Debtors. Chapter 11 Case No (MFW) Jointly Administered TIDAL ENERGY MARKETING (U.S.) L.L.C., v. Plaintiff, Adv. Pro. No (MFW) CORPORATION, DEBTOR-IN- POSSESSION, BILL D. FARLEIGH REVOCABLE TRUST, et al., Defendant. CERTIFICATE OF SERVICE I, Joseph H. Huston, Esq., hereby certify that on September 30, 2016, a true and correct copy of the foregoing Motion for Leave to Deposit Funds Into Court s Registry was filed electronically through the Court s Case Management/Electronic Case Filing System. In addition, the Motion was served via first-class mail, postage paid thereon, upon the parties listed below: ANDREW R. VARA, ESQ. Acting United States Trustee 844 King Street, Room 2207 Lockbox #35 Wilmington, DE CORPORATION c/o CT CORPORATION SYSTEM 314 E Thayer Avenue Bismarck, ND HAMMACK ROCKET PROPERTIES KAB ACQUISITION, LLLP, VI

7 Case MFW Doc 9-2 Filed 10/04/16 Page 2 of 4 BILL D. FARLEIGH, IN HIS INDIVIDUAL CAPACITY AND AS TRUSTEE OF THE BILL D. FARLEIGH REVOCABLE TRUST DESERT OIL AND GAS, LLC GREG J. BAVENDICK FRANK J. BAVENDICK GAYE ANN FARLEIGH, IN HER INDIVIDUAL CAPACITY AND AS TRUSTEE OF THE GAYE ANN FARLEIGH REVOCABLE TRUST RICH FROMMER RUTH R. ELLBOGEN LIMITED PARTNERSHIP LONE STAR NATURAL RESOURCES, LLC LOUISA TRAMMELL MARIANNE R. CHAMPLIN MARTY H. ELLBOGEN MARY-LOVE HARMAN MONTEX EXPLORATION COMPANY MORRIS E. OGLE

8 Case MFW Doc 9-2 Filed 10/04/16 Page 3 of 4 STEPHEN SMITH FAMILY AND COMPANY, LLC STEPHEN SMITH, INC. SUZANNA GAYE GARLICK, INDIVIDUALLY, AND AS SUCCESSOR TO THE SUZANNA GAYE FARLEIGH TRUST THE ARMSTRONG CORPORATION W.R. EVERETT WESTERN EXPLORATION, LLC CATHERINE A. PURCELL AND MARY L. TERRY AS CO-TRUSTEES OF THE WILLIAM F. DREW TRUST MORSE ENERGY PARTNERS II, LLC NARROW DOOR INTERESTS, LP PATRICK M. KELLER ROBERT D. COWDERY RONALD W. HAYS STEPHANIE A. WAGNOR SUZANNE CHAMPLIN

9 Case MFW Doc 9-2 Filed 10/04/16 Page 4 of 4 ASCENSION OIL & GAS, LLC BLACK BEAR RESOURCES IV, LLC CEMPCO, INC. CHERIE DARR CYNTHIA WHITFORD DOLPHIN OIL COMPANY GEORGE CHAMPLIN THE ELLBOGEN COMPANY II, LLC THE OGLE CORPORATION THREE M OIL COMPANY TOM E. SWANSON JACOBSON ROYALTIES, LLC c/o Alvin L. Jacobson 3333 Baltus Dr. Bismarck, North Dakota CORPORATION c/o Alison Leigh Mygas Skadden Arps Slate Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE Dated: September 30, 2016 /s/ Joseph H. Huston, Jr. JOSEPH H. HUSTON, JR.