Case MFW Doc Filed 10/22/18 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case MFW Doc Filed 10/22/18 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Chapter 11 WASHINGTON MUTUAL, INC., et al., 1 Case No (MFW) Debtors. (Jointly Administered) Re Docket No & WMI LIQUIDATING TRUST Plaintiff, v. ANTHONY BOZZUTI, Adversary Proc. No (MFW) CHANDAN SHARMA, Adversary Proc. No (MFW) EDWARD F. BACH, Adversary Proc. No (MFW) HENRY J. BERENS, Adversary Proc. No (MFW) KEITH O. FUKUI, Adversary Proc. No (MFW) MARC MALONE, Adversary Proc. No (MFW) MICHAEL R. ZARRO, Adversary Proc. No (MFW) RACHEL M. MILEUR a/k/a Adversary Proc. No (MFW) RACHELLE M. MILEUR, THOMAS E. MORGAN, Adversary Proc. No (MFW) ANN TIERNEY, Adversary Proc. No (MFW) TODD H. BAKER, Adversary Proc. No (MFW) 1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor s federal tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The principal offices of WMILT, as defined herein, are located at 800 Fifth Avenue, Suite 4100, Seattle, Washington In accordance with terms and provisions of the Confirmation Order, WMI Investment Corp. has been dissolved. RLF v.1

2 Case MFW Doc Filed 10/22/18 Page 2 of 4 GENNADIY DARAKHOVSKIY Adversary Proc. No (MFW) ROBERT BJORKLUND, DARYL DAVID, Adversary Proc. No (MFW) DEBORA HORVATH, JEFFREY JONES, JOHN MCMURRAY, MICHAEL REYNOLDSON, DAVID SCHNEIDER, BRUCE ALAN WEBER, AND JEFFREY WEINSTEIN Defendants. CERTIFICATION OF COUNSEL REGARDING CONTESTED ORDER (A) (I) DEEMING THE CLAIMANTS CLAIMS DISALLOWED, (II) AUTHORIZING THE DISTRIBUTION OF FUNDS IN THE DISPUTED CLAIMS RESERVE, AND (III) DISMISSING THE WMI LIQUIDATING TRUST S ADVERSARY PROCEEDINGS AND (B) DENYING MOTION OF CERTAIN EMPLOYEE CLAIMANTS FOR ORDER DETERMINING APPLICABLE LAW NECESSARY TO IMPLEMENT DEBTORS CHAPTER 11 PLAN RLF v.1 The undersigned hereby certifies as follows 1. On August 30, 2018, WMI Liquidating Trust ( WMILT ), as successor in interest to Washington Mutual, Inc. and WMI Investment Corp., formerly debtors and debtors in possession (collectively, the Debtors ), filed the Motion of WMI Liquidating Trust for an Order (I) Granting WMI Liquidating Trust s Omnibus Objections, (II) Deeming the Claimants Claims Disallowed, (III) Authorizing the Distribution of Funds in Disputed Claims Reserve and (IV) Dismissing WMI Liquidating Trust s Adversary Proceedings [D.I ] ( WMILT Motion ) On September 18, 2018, certain Claimants filed the Motion of Melba Ann Bartels, Todd H. Baker, Sean Becketti, Anthony J. Bozzuti, Alfred Brooks, Thomas W. Casey, Gregory C. Camas, Deborah D. Horvath, Rajiv Kapoor, Kenneth E. Kido, Marc Malone, John P. McMurray, John Murphy, Thomas E. Morgan, Stephen J. Rotella, David Schneider, Genevieve Smith, Steven F. Stein, Mitchell Stevens, Craig E. Tall, Radha Thompson, Ann Tierney, Anthony Vuoto, and Robert J. Williams, Jr. for Order Determining Applicable Law Necessary to 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Motions (as defined below). 2

3 Case MFW Doc Filed 10/22/18 Page 3 of 4 Implement Debtors Chapter 11 Plan [D.I ] (the Claimants Motion, collectively with the WMILT Motion, the Motions ). 3. On October 16, 2018, the Court held a hearing (the Hearing ) with respect to the Motions, and the objections filed to the relief requested in the Motions. For the reasons set forth on the record at the Hearing, the Court granted the relief requested in the WMILT Motion and denied the relief requested in the Claimants Motion. In addition, the Court requested that counsel submit a form of order reflecting the Court s ruling under certification of counsel. 4. On October 18, 2018, counsel for WMILT sent a form of order (the Proposed Order ) to counsel for the Claimants, reflecting the Court s ruling, and indicated that WMILT intended to submit the order to the Court by noon on October 19, Counsel for WMILT requested comments to the proposed order prior to that time. A copy of the Proposed Order is annexed hereto as Exhibit A. 5. For the first time, on October 18, 2018, counsel for certain of the Claimants informed WMILT that they believed that some of the Claims should be carved out from relief of the Proposed Order. As a result, the Claimants do not consent to entry of the Proposed Order. WMILT believes that the Proposed Order is consistent with the relief requested in the WMILT Motion and the Court s ruling at the Hearing. WMILT is available at the Court s convenience should the Court have any questions or concerns. 6. For the convenience of the Court and all parties in interest, a blackline of the Proposed Order against the form of order filed with the WMILT Motion is annexed hereto as Exhibit B. RLF v.1 3

4 Case MFW Doc Filed 10/22/18 Page 4 of 4 WHEREFORE, WMILT respectfully requests that the Court enter the Proposed Order at its earliest convenience. Dated October 22, 2018 Wilmington, Delaware /s/ Amanda R. Steele Mark D. Collins (No. 2981) Paul N. Heath (No. 3704) Amanda R. Steele (No. 5530) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) and Brian S. Rosen PROSKAUER ROSE LLP Eleven Times Square New York, NY Telephone (212) Facsimile (212) and John P. Mastando III, Esq. Robert Swenson, Esq. WEIL GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY Telephone (212) Facsimile (212) Attorneys to WMI Liquidating Trust 4 RLF v.1

5 Case MFW Doc Filed 10/22/18 Page 1 of 5 EXHIBIT A RLF v.1

6 Case MFW Doc Filed 10/22/18 Page 2 of 5 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Chapter 11 WASHINGTON MUTUAL, INC., et al., 1 Case No (MFW) Debtors. (Jointly Administered) Re Docket Nos & WMI LIQUIDATING TRUST Plaintiff, v. ANTHONY BOZZUTI, Adversary Proc. No (MFW) CHANDAN SHARMA, Adversary Proc. No (MFW) EDWARD F. BACH, Adversary Proc. No (MFW) HENRY J. BERENS, Adversary Proc. No (MFW) KEITH O. FUKUI, Adversary Proc. No (MFW) MARC MALONE, Adversary Proc. No (MFW) MICHAEL R. ZARRO, Adversary Proc. No (MFW) RACHEL M. MILEUR a/k/a Adversary Proc. No (MFW) RACHELLE M. MILEUR, THOMAS E. MORGAN, Adversary Proc. No (MFW) ANN TIERNEY, Adversary Proc. No (MFW) TODD H. BAKER, Adversary Proc. No (MFW) 1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor s federal tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The principal offices of WMILT, as defined herein, are located at 800 Fifth Avenue, Suite 4100, Seattle, Washington In accordance with terms and provisions of the Confirmation Order, WMI Investment Corp. has been dissolved. RLF v.2

7 Case MFW Doc Filed 10/22/18 Page 3 of 5 GENNADIY DARAKHOVSKIY Adversary Proc. No (MFW) ROBERT BJORKLUND, DARYL DAVID, Adversary Proc. No (MFW) DEBORA HORVATH, JEFFREY JONES, JOHN MCMURRAY, MICHAEL REYNOLDSON, DAVID SCHNEIDER, BRUCE ALAN WEBER, AND JEFFREY WEINSTEIN Defendants. ORDER (A) (I) DEEMING THE CLAIMANTS CLAIMS DISALLOWED, (II) AUTHORIZING THE DISTRIBUTION OF FUNDS IN THE DISPUTED CLAIMS RESERVE, AND (III) DISMISSING THE WMI LIQUIDATING TRUST S ADVERSARY PROCEEDINGS AND (B) DENYING MOTION OF CERTAIN EMPLOYEE CLAIMANTS FOR ORDER DETERMINING APPLICABLE LAW NECESSARY TO IMPLEMENT DEBTORS CHAPTER 11 PLAN Upon (a) the motion, dated August 30, 2018 ( WMILT Motion ), 2 of WMI Liquidating Trust ( WMILT or the Trust ), as successor in interest to Washington Mutual, Inc. and WMI Investment Corp., formerly debtors and debtors in possession (collectively, the Debtors ), for the entry of an order (this Order ) (i) granting WMILT s Omnibus Objections, (ii) deeming the Claims disallowed, (iii) authorizing WMILT s distribution of cash and Liquidating Trust Interests in the Disputed Claims Reserve on behalf of the Claims, and (iv) dismissing the WMILT s Adversary Proceedings against the Claimants and (b) the motion, dated September 18, 2018 (the Claimants Motion ), of certain Claimants, for entry of an order determining applicable law necessary to implement Debtors chapter 11 plan; all as set forth in more detail in the Motions; and due and proper notice of the Motions having been provided to those parties identified therein, and no other or further notice being required; and the Court having held a hearing (the Hearing ), with respect to the Motions and the relief requested therein; and the Court having determined that the relief sought in the WMILT Motion is in the 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Motions (as defined below). RLF v.2 2

8 Case MFW Doc Filed 10/22/18 Page 4 of 5 best interests of WMILT, the Debtors creditors, and all parties in interest; and the Court having determined that the legal and factual bases set forth in the WMILT Motion establish just cause for the relief granted herein; and the Court having further determined that the relief requested in the Claimants Motion is inappropriate and incapable of being granted; and the Court having further found and determined that WMILT is barred from making any payments to the Claimants by the order dated April 15, 2016 entered by the United States District Court for the District of Columbia [Second APA D.I. 25]; and the Court having further found and determined that the Court lacks subject matter jurisdiction to grant the relief requested by the Claimants Motion; and after due deliberation and sufficient cause appearing therefor; and for the reasons stated on the record of the Hearing, IT IS HEREBY ORDERED that 1. The WMILT Motion is GRANTED as set forth herein. 2. The Claimants Motion is DENIED. 3. Each of the Claims is hereby deemed disallowed in its entirety. 4. Kurtzman Carson Consultants, LLC, WMILT s court-appointed claims and noticing agent, is authorized and directed to delete the Claims from the official claims register in the Debtors chapter 11 cases and take any other actions necessary to implement the relief granted herein. 5. WMILT is authorized to release and distribute such cash and Liquidating Trust Interests held in the Disputed Claims Reserve on behalf of the Claims in accordance with the provisions of the Plan. RLF v.2 3

9 Case MFW Doc Filed 10/22/18 Page 5 of 5 6. Upon this Order becoming a final order, (a) the Adversary Proceedings shall be deemed dismissed with prejudice and (b) the Clerk of the Court shall be directed to enter this Order on each of the dockets in the Adversary Proceedings. 7. The effectiveness of this Order is stayed for twenty-one (21) days pending the Claimant s appeal to the United States District Court for the District of Delaware. 8. WMILT is authorized to take any actions necessary to implement the relief granted herein. 9. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. RLF v.2 4

10 Case MFW Doc Filed 10/22/18 Page 1 of 5 EXHIBIT B RLF v.1

11 Case MFW Doc Filed 10/22/18 Page 2 of 5 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Chapter 11 WASHINGTON MUTUAL, INC., et al., 1 Case No (MFW) Debtors. (Jointly Administered) Re Docket Nos & WMI LIQUIDATING TRUST Plaintiff, v. ANTHONY BOZZUTI, Adversary Proc. No (MFW) CHANDAN SHARMA, Adversary Proc. No (MFW) EDWARD F. BACH, Adversary Proc. No (MFW) HENRY J. BERENS, Adversary Proc. No (MFW) KEITH O. FUKUI, Adversary Proc. No (MFW) MARC MALONE, Adversary Proc. No (MFW) MICHAEL R. ZARRO, Adversary Proc. No (MFW) RACHEL M. MILEUR a/k/a Adversary Proc. No (MFW) RACHELLE M. MILEUR, THOMAS E. MORGAN, Adversary Proc. No (MFW) ANN TIERNEY, Adversary Proc. No (MFW) TODD H. BAKER, Adversary Proc. No (MFW) 1 The Debtors in these chapter 11 cases along with the last four digits of each Debtor s federal tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp. (5395). The principal offices of WMILT, as defined herein, are located at 800 Fifth Avenue, Suite 4100, Seattle, Washington In accordance with terms and provisions of the Confirmation Order, WMI Investment Corp. has been dissolved. RLF v.12

12 Case MFW Doc Filed 10/22/18 Page 3 of 5 GENNADIY DARAKHOVSKIY Adversary Proc. No (MFW) ROBERT BJORKLUND, DARYL DAVID, Adversary Proc. No (MFW) DEBORA HORVATH, JEFFREY JONES, JOHN MCMURRAY, MICHAEL REYNOLDSON, DAVID SCHNEIDER, BRUCE ALAN WEBER, AND JEFFREY WEINSTEIN Defendants. ORDER (IA) GRANTING WMI LIQUIDATING TRUST S OMNIBUS OBJECTIONS, (II) DEEMING THE CLAIMANTS CLAIMS DISALLOWED, (III) AUTHORIZING THE DISTRIBUTION OF FUNDS IN THE DISPUTED CLAIMS RESERVE, AND (IVII) DISMISSING THE WMI LIQUIDATING TRUST S ADVERSARY PROCEEDINGS AND (B) DENYING MOTION OF CERTAIN EMPLOYEE CLAIMANTS FOR ORDER DETERMINING APPLICABLE LAW NECESSARY TO IMPLEMENT DEBTORS CHAPTER 11 PLAN Upon (a) the motion, dated August 30, 2018 (the WMILT Motion ), 2 of WMI Liquidating Trust ( WMILT or the Trust ), as successor in interest to Washington Mutual, Inc. and WMI Investment Corp., formerly debtors and debtors in possession (collectively, the Debtors ), for the entry of an order (this Order ) (i) granting WMILT s Omnibus Objections, (ii) deeming the Claims disallowed, (iii) authorizing WMILT s distribution of cash and Liquidating Trust Interests in the Disputed Claims Reserve on behalf of the Claims, and (iv) dismissing the WMILT s Adversary Proceedings against the Claimants and (b) the motion, dated September 18, 2018 (the Claimants Motion ), of certain Claimants, for entry of an order determining applicable law necessary to implement Debtors chapter 11 plan; all as set forth in more detail in the Motions; and due and proper notice of the Motions having been provided to those parties identified therein, and no other or further notice being required; and the Court having held a hearing, if necessary (the Hearing ), with respect to the Motions and the relief 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Motion.Motions (as defined below). RLF v.12 2

13 Case MFW Doc Filed 10/22/18 Page 4 of 5 requested therein; and the Court having determined that the relief sought in the WMILT Motion is in the best interests of WMILT, the Debtors creditors, and all parties in interest; and the Court having determined that the legal and factual bases set forth in the WMILT Motion establish just cause for the relief granted herein; and the Court having further determined that the relief requested in the Claimants Motion is inappropriate and incapable of being granted; and the Court having further found and determined that WMILT is barred from making any payments to the Claimants by the order dated April 15, 2016 entered by the United States District Court for the District of Columbia [Second APA D.I. 25]; and the Court having further found and determined that the Court lacks subject matter jurisdiction to grant the relief requested by the Claimants Motion; and after due deliberation and sufficient cause appearing therefor; and for the reasons stated on the record of the Hearing, IT IS HEREBY ORDERED that 1. The Omnibus Objections are granted with respect to the Claimants, WMILT Motion is GRANTED as set forth herein. 2. The Claimants Motion is DENIED Each of the Claims is hereby deemed disallowed in its entirety Kurtzman Carson Consultants, LLC, WMILT s court-appointed claims and noticing agent, is authorized and directed to delete the Claims from the official claims register in the Debtors chapter 11 cases and take any other actions necessary to implement the relief granted herein WMILT is authorized to release and distribute such cash and Liquidating Trust Interests held in the Disputed Claims Reserve on behalf of the Claims in accordance with the provisions of the Plan. RLF v.12 3

14 Case MFW Doc Filed 10/22/18 Page 5 of Upon this Order becoming a final order, (a) the Adversary Proceedings shall be deemed dismissed with prejudice and (b) the Clerk of the Court shall be directed to enter this Order on each of the dockets in the Adversary Proceedings. 7. The effectiveness of this Order is stayed for twenty-one (21) days pending the Claimant s appeal to the United States District Court for the District of Delaware WMILT is authorized to take any actions necessary to implement the relief granted herein This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. RLF v.12 4