Counsel for the ResCap Liquidating Trust UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) ) In re: Case No.

Transcription

1 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 1 of 16 Hearing Date and Time: July 30, 2015 at 10:00 a.m. (Prevailing Eastern Time Response Deadline: July 15, 2015 at 4:00 p.m. (Prevailing Eastern Time MORRISON & FOERSTER LLP 250 West 55 th Street New York, New York Telephone: ( Facsimile: ( Norman S. Rosenbaum Jordan A. Wishnew Counsel for the ResCap Liquidating Trust UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: RESIDENTIAL CAPITAL, LLC, et al., Debtors. Case No (MG Chapter 11 Jointly Administered RESCAP LIQUIDATING TRUST S OBJECTION TO PROOFS OF CLAIM NOS. 7298, 7299, 7300 & 7301 FILED BY OHIO DEPARTMENT OF TAXATION ny

2 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 2 of 16 TABLE OF CONTENTS Page JURISDICTION, VENUE AND STATUTORY PREDICATE...2 PRELIMINARY STATEMENT...2 BACKGROUND...2 The Ohio Claims...4 Debtors Business Activities & Contact in Ohio...4 Debtors Prior Corporate Affiliation With General Motors in RELIEF REQUESTED...5 OBJECTION...5 A. The Claimant Fails To Provide Sufficient Documentation To Substantiate The Ohio Claims...6 B. The Ohio Claims Are Not Entitled To Be Treated As Priority Unsecured Claims...10 NOTICE...11 CONCLUSION...12 ny i

3 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 3 of 16 TABLE OF AUTHORITIES CASES Page(s Ashford v. Consol. Pioneer Mortg. (In re Consolidated Pioneer Mortg., 178 B.R. 222 (B.A.P. 9th Cir. 1995, aff d sub nom., Ashford v. Naimco, Inc. (In re Consol. Pioneer Mortg. Entities, 91 F.3d 151 (9th Cir Creamer v. Motors Liquidation Co. GUC Trust (In re Motors Liquidation Co., No. 12 Civ (RJS, 2013 WL (S.D.N.Y. Sept. 26, 2013, aff d sub nom., Peter J. Solomon Co. v. Oneida, Ltd., No. 09-cv-2229 (DC, 2010 U.S. Dist. LEXIS 6500 (S.D.N.Y. Jan. 22, , 7 Feinberg v. Bank of NY (In re Feinberg, 442 B.R. 215 (Bankr. S.D.N.Y Flake v. Alper Holdings USA, Inc. (In re Alper Holdings USA, Inc., 398 B.R. 736 (Bankr. S.D.N.Y In re DJK Residential LLC, 416 B.R. 100 (Bankr. S.D.N.Y In re Hess, 404 B.R. 747 (Bankr. S.D.N.Y In re MF Global Holdings, Ltd., Nos (MG, (MG (SIPA, 2012 WL (Bankr. S.D.N.Y. Nov. 13, In re Minbatiwalla, 424 B.R. 104 (Bankr. S.D.N.Y , 8 In re Oneida Ltd., 400 B.R. 384 (Bankr. S.D.N.Y In re Porter, 374 B.R. 471 (Bankr. D. Conn In re Rockefeller Ctr. Props., 272 B.R. 524 (Bankr. S.D.N.Y In re Smith, No , 2013 WL (Bankr. D. Vt. Feb. 22, In re W.R. Grace & Co., 346 B.R. 672 (Bankr. D. Del ny ii

4 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 4 of 16 Ohio Grocers Ass n v. Levin, 916 N.E.2d 446 (Ohio Vanston Bondholders Protective Comm. v. Green, 329 U.S. 156 ( STATUTES 11 U.S.C. 502(a U.S.C. 502(b( U.S.C. 507(a(8(A...11 Ohio Rev. Code Ann (I ( Ohio Rev. Code Ann (H ( Ohio Rev. Code Ann (A ( OTHER AUTHORITIES 4 COLLIER ON BANKRUPTCY [2] (16th ed. rev FED. R. BANKR. P. 3001(c(1...7 FED. R. BANKR. P. 3001(f...6 ny iii

5 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 5 of 16 TO THE HONORABLE MARTIN GLENN UNITED STATES BANKRUPTCY JUDGE: The ResCap Liquidating Trust (the Liquidating Trust, established pursuant to the terms of the Chapter 11 plan confirmed in the above captioned bankruptcy cases (the Chapter 11 Cases [Docket No. 6065], as successor in interest to the above captioned debtors (collectively, the Debtors, hereby submits this objection (the Objection seeking to expunge and disallow the following proofs of claim, each in the amount of $766,812.60, filed by the Ohio Department of Taxation 1 : (i Claim No filed against Debtor Executive Trustee Services, LLC ( ETS, (ii proof of claim No filed against Debtor GMACRH Settlement Services, LLC ( GMACRH, (iii proof of claim No filed against Debtor GMAC-RFC Holding Company, LLC ( GMAC-RFC HoldCo, and (iv proof of claim No filed against RFC Construction Funding, LLC ( RFC Construction (collectively, the Ohio Claims, pursuant to section 502(b of title 11 of the United States Code (the Bankruptcy Code and Rule 3007(a of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules on the grounds that the Ohio Claims are without merit. 2 Accordingly, the Liquidating Trust seeks entry of an order substantially in the form annexed hereto as Exhibit 1 (the Proposed Order granting the requested relief. In support of the Objection, the Liquidating Trust submits the Declaration of John Demro, Senior Tax Director and Chief Tax Officer for the Liquidating Trust (annexed hereto as Exhibit 2, the Demro Decl., and respectfully represents as follows: 1 On August 16, 2012, the Claimant filed four (4 claims, each in the amount of $6,420, (the August 2012 Claims. The Ohio Claims amended the August 2012 and specifically provided that the Ohio Claims should be considered to supersede the [August 2012 Claims]. 2 The Liquidating Trust reserves all its rights to amend this Objection should any further bases come to light based on information included in any response to this Objection.

6 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 6 of 16 JURISDICTION, VENUE AND STATUTORY PREDICATE 1. This Court has jurisdiction over this Objection under 28 U.S.C This matter is a core proceeding under 28 U.S.C. 157(b. Venue is proper before this Court under 28 U.S.C and The statutory predicate for the relief requested herein is section 502(b of the Bankruptcy Code and Bankruptcy Rule 3007(a. PRELIMINARY STATEMENT 3. The Claimant filed claims against four debtor entities on account of alleged commercial activity taxes for However, the Debtors records do not reflect that any of the four debtor entities conducted any commercial activity within Ohio in 2006, so it is unclear to the Liquidating Trust the basis for purported liability of any of the Debtors to the Claimant. And, the Ohio Claims do not provide any further insight because they each lack the specificity to establish a valid claim against the Debtors. Moreover, based on the vintage of the alleged liability, there is no basis for the claimant to be entitled to a priority general unsecured claim. Accordingly, for the reasons discussed in greater detail below, the Ohio Claims are without merit and should be disallowed and expunged in their entirety. BACKGROUND 4. On May 14, 2012, each of the Debtors filed a voluntary petition in this Court for relief under Chapter 11 of the Bankruptcy Code. These Chapter 11 cases are being jointly administered pursuant to Bankruptcy Rule 1015(b. 5. On May 16, 2012, the Court entered an order [Docket No. 96] appointing Kurtzman Carson Consultants LLC ( KCC as the notice and claims agent in these Chapter 11 Cases. Among other things, KCC is authorized to (a receive, maintain, and record and ny

7 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 7 of 16 otherwise administer the proofs of claim filed in these Chapter 11 Cases and (b maintain the official Claims Register for the Debtors (the Claims Register. 6. On or about August 16, 2012, the Claimant filed the August 2012 Claims, which were amended and superseded by the Ohio Claims, which were filed on or about October 29, On August 29, 2012, this Court entered the Bar Date Order, which established, among other things, (i November 9, 2012 at 5:00 p.m. (Prevailing Eastern Time as the deadline to file proofs of claim by virtually all creditors against the Debtors (the General Bar Date and prescribed the form and manner for filing proofs of claim; and (ii November 30, 2012 at 5:00 p.m. (Prevailing Eastern Time as the deadline for governmental units to file proofs of claim (the Governmental Bar Date and, together with the General Bar Date, as applicable, the Bar Date. (Bar Date Order 2, 3. On November 7, 2012, the Court entered an order extending the General Bar Date to November 16, 2012 at 5:00 p.m. (Prevailing Eastern Time [Docket No. 2093]. The Governmental Bar Date was not extended. 8. On December 11, 2013, the Court entered the Order Confirming Second Amended Joint Chapter 11 Plan Proposed by Residential Capital, LLC et al. and the Official Committee of Unsecured Creditors (the Confirmation Order approving the terms of the Chapter 11 plan, as amended (the Plan, filed in these Chapter 11 cases [Docket No. 6065]. On December 17, 2013, the Effective Date (as defined in the Plan of the Plan occurred [Docket No. 6137]. 9. The Plan provides for the creation and implementation of the Liquidating Trust, which, among other things, is authorized to make distributions and other payments in accordance with the Plan and the Liquidating Trust Agreement and is responsible for the wind ny

8 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 8 of 16 down of the affairs of the Debtors estates. See Plan, Art. VI.A-D; see also Confirmation Order 22. Pursuant to the Confirmation Order and the Plan, the Liquidating Trust was vested with broad authority over the post-confirmation liquidation and distribution of the Debtors assets. See generally, Confirmation Order 26, 30, 48; Plan, Art. VI. The Ohio Claims 10. The Claimant filed priority unsecured proofs of claim numbers 7298, 7299, 7300 and 7301 against ETS, GMACRH, GMAC-RFC HoldCo and RFC Construction, respectively (copies of which are attached hereto as Exhibit 3, each in the amount of $766, on account of outstanding sums purportedly due and owing for Ohio commercial activity taxes ( CAT due for the period from January 1, 2006 through December 31, Each claim consists of outstanding taxes of $578, for the 2006 tax year, plus $188, of interest. Debtors Business Activities & Contact in Ohio 11. As set forth below, the Debtors books and records do not reflect that any of the four entities against whom claims were filed conducted any commercial activities in Ohio in RFC Construction (f/k/a RFC Construction Funding Corp. was a single purpose entity that funded construction loans. The corporation was registered to do business in Ohio as of July 14, 2000; however, it did not source any construction loans in Ohio in See Demro Decl. at GMAC-RFC HoldCo was a non-operating, holding company that was incorporated in Delaware in June The Trust has no record of this entity ever being registered with the Ohio Secretary of State. See Demro Decl. at GMACRH was a holding company for title, flood, closing, appraisal and tax services that was incorporated in Delaware in March Like GMAC-RFC HoldCo, this ny

9 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 9 of 16 entity had no operations, and the Trust has no record of this entity ever being registered with the Ohio Secretary of State. See Demro Decl. at ETS provided non-judicial foreclosure services in many states throughout the country, but not in Ohio. ETS was first incorporated in Pennsylvania in 1994 and then merged into a Delaware limited liability company in 2006; however, the Trust has no record of this entity ever being registered with the Ohio Secretary of State. See Demro Decl. at 7. Debtors Prior Corporate Affiliation With General Motors in By way of background, in 2006, Residential Capital and its affiliates were whollyowned subsidiaries of Ally Financial Inc. (f/k/a General Motors Acceptance Corporation, which itself was a wholly-owned subsidiary of the General Motors Corporation. See Demro Decl. at On or about April 2, 2006, General Motors Corporation ( GM, General Motors Acceptance Corporation ( GM Acceptance, GM Finance Co. Holdings Inc. ( HoldCo and FIM Holdings LLC ( Investor entered into a Purchase and Sale Agreement wherein Investor purchased 51% of the common limited liability company interests of GMAC from GM Acceptance. As a result, as of the close of the transaction (which occurred on or about November 30, 2006, Residential Capital and its affiliates were no longer wholly-owned indirect subsidiaries of GM. See Demro Decl. at 9. RELIEF REQUESTED 18. The Liquidating Trust files this Objection pursuant to section 502(b of the Bankruptcy Code to expunge and disallow each of the Ohio Claims in their entirety. OBJECTION 19. A filed proof of claim is deemed allowed, unless a party in interest... objects. 11 U.S.C. 502(a. A properly completed proof of claim is prima facie evidence of the validity ny

10 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 10 of 16 and amount of a claim. See FED. R. BANKR. P. 3001(f. A party in interest may object to a proof of claim, and once an objection is made, the court must determine whether the objection is well founded. See 4 COLLIER ON BANKRUPTCY [2] (16th ed. rev A. The Claimant Fails To Provide Sufficient Documentation To Substantiate The Ohio Claims 20. Although Bankruptcy Rule 3001(f establishes the initial evidentiary effect of a filed claim, the burden of proof [r]ests on different parties at different times. In re Smith, No , 2013 WL , at *6 (Bankr. D. Vt. Feb. 22, 2013 (citation omitted. The party objecting to the proof of claim bears the initial burden of providing evidence to show that the proof of claim should not be allowed. In re MF Global Holdings, Ltd., Nos (MG, (MG (SIPA, 2012 WL , at *3 (Bankr. S.D.N.Y. Nov. 13, If the objecting party produces evidence equal in force to the prima facie case, then the objector can negate a claim s presumptive legal validity and shift the evidentiary burden back to the claimant. See Creamer v. Motors Liquidation Co. GUC Trust (In re Motors Liquidation Co., No. 12 Civ (RJS, 2013 WL , at *3 (S.D.N.Y. Sept. 26, 2013, aff d sub nom., Peter J. Solomon Co. v. Oneida, Ltd., No. 09-cv-2229 (DC, 2010 U.S. Dist. LEXIS 6500 (S.D.N.Y. Jan. 22, 2010 (citation omitted. If the objecting party satisfies its initial burden and the presumption of prima facie validity is overcome e.g., the objecting party establishes that the proof of claim lacks a sound legal basis the burden shifts to the claimant to support its proof of claim unless the claimant would not bear that burden outside of bankruptcy. Id. (citing In re Oneida Ltd., 400 B.R. 384, 389 (Bankr. S.D.N.Y ( A proof of claim is prima facie evidence of the validity and amount of a claim, and the objector bears the initial burden of persuasion. The burden then shifts to the claimant if the objector produces evidence equal in force to the prima facie case... which, if believed, would refute at least one of the allegations ny

11 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 11 of 16 that is essential to the claim s legal sufficiency. (internal citations and quotations omitted. Once the burden is shifted back to the claimant, it must prove its claim by a preponderance of the evidence. Creamer, 2013 WL , at *3. (citations omitted. 21. Section 502(b(1 of the Bankruptcy Code provides, in relevant part, that a claim may not be allowed to the extent that such claim is unenforceable against the debtor and property of the debtor, under any agreement or applicable law. 11 U.S.C. 502(b(1. Whether a claim is allowable is generally is determined by applicable nonbankruptcy law. In re W.R. Grace & Co., 346 B.R. 672, 674 (Bankr. D. Del What claims of creditors are valid and subsisting obligations against the bankrupt at the time a petition is filed, is a question which, in the absence of overruling federal law, is to be determined by reference to state law. In re Hess, 404 B.R. 747, 749 (Bankr. S.D.N.Y (quoting Vanston Bondholders Protective Comm. v. Green, 329 U.S. 156, 161 ( Bankruptcy Rule 3001(c(1 instructs that: [W]hen a claim, or an interest in property of the debtor securing the claim, is based on a writing, a copy of the writing shall be filed with the proof of claim. If the writing has been lost or destroyed, a statement of the circumstances of the loss or destruction shall be filed with the claim. FED. R. BANKR. P. 3001(c( If a claim fails to comply with the documentation requirements of Bankruptcy Rule 3001(c, it is not entitled to prima facie validity. See Ashford v. Consol. Pioneer Mortg. (In re Consolidated Pioneer Mortg., 178 B.R. 222, 226 (B.A.P. 9th Cir. 1995, aff d sub nom., Ashford v. Naimco, Inc. (In re Consol. Pioneer Mortg. Entities, 91 F.3d 151 (9th Cir. 1996; In re Minbatiwalla, 424 B.R. 104, 112 (Bankr. S.D.N.Y Where creditors fail to provide adequate documentation supporting the validity of their claims consistent with Bankruptcy Rule 3001(c, courts in this Circuit have held that such ny

12 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 12 of 16 claims can be disallowed. See Minbatiwalla, 424 B.R. at 119 (determining that in certain circumstances claims can be disallowed for failure to support the claim with sufficient evidence... because absent adequate documentation, the proof of claim is not sufficient for the objector to concede the validity of a claim. ; In re Porter, 374 B.R. 471, 480 (Bankr. D. Conn. 2007; see also Feinberg v. Bank of NY (In re Feinberg, 442 B.R. 215, (Bankr. S.D.N.Y (applying Minbatiwalla to analysis. 25. Additionally, several courts, including those in this District, have applied the federal pleading standards when assessing the validity of a proof of claim. See In re DJK Residential LLC, 416 B.R. 100, 106 (Bankr. S.D.N.Y ( In determining whether a party has met their burden in connection with a proof of claim, bankruptcy courts have looked to the pleading requirements set forth in the Federal Rules of Civil Procedure. (citing In re Rockefeller Ctr. Props., 272 B.R. 524, 542, n.17 (Bankr. S.D.N.Y. 2000; Flake v. Alper Holdings USA, Inc. (In re Alper Holdings USA, Inc., 398 B.R. 736, 748 (Bankr. S.D.N.Y ( The documents attached to the proofs of claim should be treated, for purposes of a motion to disallow claims, like documents that are attached to or relied upon in a complaint are treated on a Rule 12(b(6 motion to dismiss... (citation omitted. Indeed, since a claim objection is a contested matter under Fed. R. Bankr. P. 9014(a, Rule 9(b applies per Fed. R. Bankr. P. 9014(c. 26. The Ohio Claims do not substantiate why any of the identified Debtor entities have any tax liability for the CAT calendar year 2006 to the Ohio Department of Taxation. It is the Trust s understanding that Ohio imposes the CAT on, [E]ach person with taxable gross receipts for the privilege of doing business in this state. For the purposes of this chapter, "doing business" means engaging in any activity, whether legal or illegal, that is conducted for, or results in, gain, profit, or income, at any time during a calendar ny

13 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 13 of 16 year. Persons on which the commercial activity tax is levied include, but are not limited to, persons with substantial nexus with this state. See Ohio Rev. Code Ann (A (2015. Although the CAT resembles a sales tax, the Supreme Court of Ohio has explicitly held that the CAT is a gross receipts tax, not a sales tax. See Ohio Grocers Ass n v. Levin, 916 N.E.2d 446 (Ohio The person: 27. [S]ubstantial nexus is defined as: A person has substantial nexus with this state if any of the following applies. (1 Owns or uses a part or all of its capital in this state; (2 Holds a certificate of compliance with the laws of this state authorizing the person to do business in this state; (3 Has bright-line presence in this state; or (4 Otherwise has nexus with this state to an extent that the person can be required to remit the tax imposed under this chapter under the Constitution of the United States. Ohio Rev. Code Ann (H ( As described above, the only one of the four Debtor entities that was authorized to do business in Ohio in 2006 was RFC Construction; however, the authorization was effective as of December 12, Moreover, according to the Debtors books and records, none of the four Debtor entities owned or used a part of all of its capital in Ohio in See Demro Decl. at A person has bright-line presence in this state for a reporting period and for the remaining portion of the calendar year if any of the following applies. The person: (1 Has at any time during the calendar year property in this state with an aggregate value of at least fifty thousand dollars... (2 Has during the calendar year payroll in this state of at least fifty thousand dollars... ny

14 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 14 of 16 (3 Has during the calendar year taxable gross receipts of at least five hundred thousand dollars. (4 Has at any time during the calendar year within this state at least twenty-five per cent of the person's total property, total payroll, or total gross receipts. (5 Is domiciled in this state as an individual or for corporate, commercial, or other business purposes. Ohio Rev. Code Ann (I (2015 (portions omitted. 30. The Liquidating Trust reviewed the Debtors books and records and confirmed that in 2006 neither ETS, GMACRH nor GMAC-RFC HoldCo (i had at any time during the calendar year property in Ohio with an aggregate value of at least fifty thousand dollars, (ii had during the calendar year payroll in Ohio of at least fifty thousand dollars, (iii had during the calendar year taxable gross receipts of at least five hundred thousand dollars from business within Ohio, nor (iv had at any time during the calendar year within Ohio at least twenty-five percent of its total property, total payroll, or total gross receipts. See Demro Decl. at The Ohio Claims do not identify the taxable gross receipts of any of the Debtor entities for tax year Rather, the Ohio Claims contain only a single line item tax due for 1/1/2006 through 12/31/2006 in the aggregate amount of $578,175. By itself, a single line item does not provide an adequate explanation to support the validity of the claims consistent with Bankruptcy Rule 3001(c. Accordingly, the absence of critical information to substantiate the asserted liability against the identified debtors does not warrant the allowance of the Ohio Claims. B. The Ohio Claims Are Not Entitled To Be Treated As Priority Unsecured Claims 32. Paragraph 7 of the Ohio Claims states that the tax and interest claims listed above are entitled to priority in accordance with 11 U.S.C. Section 507(a(8 except as specifically set forth as a Non-Priority general unsecured claim. ny

15 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 15 of As the CAT is a tax measured by income or gross receipts, to the extent the Ohio Claims are entitled to treatment as a priority, general unsecured claim, it would only be pursuant to 11 U.S.C. 507(a(8(A. Section 507(a(8(A provides for priority treatment only to the extent that, such claims are for (A a tax on or measured by income or gross receipts for a taxable year ending on or before the date of the filing of the petition (i for which a return, if required, is last due, including extensions, after three years before the date of the filing of the petition. 11 U.S.C. 507(a(8(A. 34. However, the Ohio Claims assert a liability dating back to The Debtors books and records do not reflect any pre-existing liability to the Claimant. See Demro Decl. at 12. In addition, the Debtors books and records do not reflect that any of the debtor entities against which the Ohio Claims were filed ever submitted, or were required to submit, a return in Ohio on account of the CAT. As noted above, the Debtors have no record of any of these entities ever conducting commercial activity in Ohio during the 2006 tax year. Moreover, the Debtors books and records do not reflect that any of the entities against whom the Ohio Claims were filed ever requested or submitted an extension from the Claimant to file a return on account of the alleged CAT. See id. at 13. Furthermore, the Ohio Claims do not provide any evidence to the contrary. Therefore, the Ohio Claims, to the extent the Claimant can demonstrate a valid basis for liability against any of the Debtors, are not entitled to priority treatment for a liability dating back to NOTICE 35. The Debtors have provided notice of this Motion in accordance with the Case Management Procedures Order, approved by this Court on May 23, 2012 [Docket No. 141] and the Procedures Order. ny

16 mg Doc 8799 Filed 06/24/15 Entered 06/24/15 16:29:52 Main Document Pg 16 of 16 CONCLUSION WHEREFORE, the Liquidating Trust respectfully request entry of the Proposed Order disallowing the Ohio Claims in their entirety with prejudice, and such other and further relief as the Court may deem proper. Dated: June 24, 2015 /s/ Jordan A. Wishnew Norman S. Rosenbaum Jordan A. Wishnew MORRISON & FOERSTER LLP 250 West 55 th Street New York, New York Telephone: ( Facsimile: ( Counsel for the ResCap Liquidating Trust ny

17 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Notice Pg 1 of 3 Hearing Date and Time: July 30, 2015 at 10:00 a.m. (Prevailing Eastern Time Response Deadline: July 15, 2015 at 4:00 p.m. (Prevailing Eastern Time MORRISON & FOERSTER LLP 250 West 55 th Street New York, New York Telephone: ( Facsimile: ( Norman S. Rosenbaum Jordan A. Wishnew Counsel for the ResCap Liquidating Trust UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: RESIDENTIAL CAPITAL, LLC, et al., Debtors. Case No (MG Chapter 11 Jointly Administered NOTICE OF RESCAP LIQUIDATING TRUST S OBJECTION TO PROOFS OF CLAIM NOS. 7298, 7299, 7300 & 7301 FILED BY OHIO DEPARTMENT OF TAXATION PLEASE TAKE NOTICE that the undersigned have filed the attached ResCap Liquidating Trust s Objection to Proofs of Claim Nos. 7298, 7299, 7300 and 7301 (the Objection. PLEASE TAKE FURTHER NOTICE that a hearing on the Objection will take place on July 30, 2015 at 10:00 a.m. (Prevailing Eastern Time before the Honorable Martin Glenn, at the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York , Room 501. ny

18 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Notice Pg 2 of 3 PLEASE TAKE FURTHER NOTICE that responses, if any, to the Objection must be made in writing, conform to the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures approved by the Bankruptcy Court [Docket No. 141], be filed electronically by registered users of the Bankruptcy Court s electronic case filing system, and be served, so as to be received no later than July 15, 2015 at 4:00 p.m. (Prevailing Eastern Time, upon: (a Chambers of the Honorable Martin Glenn, United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York ; (b counsel to the ResCap Liquidating Trust, Morrison & Foerster LLP, 250 West 55th Street, New York, NY (Attention: Norman S. Rosenbaum and Jordan A. Wishnew; (c the Office of the United States Trustee for the Southern District of New York, U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, NY (Attention: Linda A. Riffkin and Brian S. Masumoto; (d The ResCap Liquidating Trust, Quest Turnaround Advisors, 800 Westchester Avenue, Suite S-520, Rye Brook, NY (Attention: Jeffrey Brodsky; (e Ohio Department of Taxation, Bankruptcy Division, 30 E. Broad Street, 23 rd Floor, Columbus, OH (Attention: Rebecca L. Daum. PLEASE TAKE FURTHER NOTICE that if you do not timely file and serve a written response to the relief requested in the Objection, the Bankruptcy Court may deem any opposition waived, treat the Objection as conceded, and enter an order granting the relief requested in the Objection without further notice or hearing. ny

19 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Notice Pg 3 of 3 Dated: June 24, 2015 /s/ Jordan A. Wishnew Norman S. Rosenbaum Jordan A. Wishnew MORRISON & FOERSTER LLP 250 West 55 th Street New York, New York Telephone: ( Facsimile: ( Counsel for the ResCap Liquidating Trust ny

20 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 1 - Proposed Order Pg 1 of 4 Exhibit 1

21 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 1 - Proposed Order Pg 2 of 4 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: RESIDENTIAL CAPITAL, LLC, et al., Debtors. Case No (MG Chapter 11 Jointly Administered ORDER GRANTING RESCAP LIQUIDATING TRUST S OBJECTION TO PROOFS OF CLAIM NOS. 7298, 7299, 7300 & 7301 FILED BY OHIO DEPARTMENT OF TAXATION Upon the objection (the Objection 1 of The ResCap Liquidating Trust (the Liquidating Trust, as successor to Residential Capital, LLC and its affiliated debtors (collectively, the Debtors, seeking entry of an order, pursuant to section 502(b of the Bankruptcy Code and Bankruptcy Rule 3007, disallowing and expunging the Ohio Claims (Claim Nos. 7298, 7299, 7300 and 7301, all as more fully described in the Objection; and the Court having jurisdiction to consider the Objection pursuant to 28 U.S.C. 157 and 1334; and consideration of the Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b; and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Objection having been provided, and it appearing that no other or further notice need be provided; and upon consideration of the Objection and the Declaration of John Demro, annexed to the Objection as Exhibit 2; and the Court having found and determined that the relief sought in the Objection is in the best interests of the Liquidating Trust, the Liquidating Trust s beneficiaries, the Debtors, their estates, creditors, and other parties in interest, and that the legal and factual bases set forth in the Objection establish just cause for the 1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Objection. ny

22 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 1 - Proposed Order Pg 3 of 4 relief granted herein; and responses to the Objection, if any, having been resolved, withdrawn or otherwise overruled by this Order; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the relief requested in the Objection is granted to the extent provided herein; and it is further ORDERED that, pursuant to section 502(b of the Bankruptcy Code, the Ohio Claims are disallowed and expunged with prejudice; and it is further ORDERED that Kurtzman Carson Consultants LLC, the notice and claims agent in these Chapter 11 Cases, is directed to disallow and expunge the Ohio Claims so that such claims are no longer reflected on the claims register maintained in the Chapter 11 Cases; and it is further ORDERED that entry of this Order is without prejudice to the Liquidating Trust s right to object to any other claims in these Chapter 11 Cases; and it is further ORDERED that the Liquidating Trust and the Debtors are authorized and empowered to take all actions as may be necessary and appropriate to implement the terms of this Order; and it is further ORDERED that notice of the Objection, as provided therein, is deemed good and sufficient notice of such objection, and the requirements of Bankruptcy Rule 3007(a, the Case Management Procedures entered on May 23, 2012 [Docket No. 141], the Procedures Order, and the Local Bankruptcy Rules of this Court are satisfied by such notice; and it is further ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to this Order. ny

23 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 1 - Proposed Order Pg 4 of 4 Dated:, 2015 New York, New York THE HONORABLE MARTIN GLENN UNITED STATES BANKRUPTCY JUDGE ny

24 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 1 of 7 Exhibit 2

25 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 2 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ~~ Inre: RESIDENTIAL CAPITAL, LLC, et al., Debtors. - Case No (MG Chapter 11 Jointly Administered DECLARATION OF JOHN DEMRO IN SUPPORT OF RESCAP LIQUIDATING CLAIMS TRUST'S OBJECTION TO PROOFS OF CLAIM NOS. 7298, 7299, 7300 & 7301 FILED BY OHIO DEPARTMENT OF TAXATION I, John Demro, hereby declare as follows: l. I serve as Senior Tax Director and Chief Tax Officer for the ResCap Liquidating Trust (the "Liquidating Trust", established pursnant to the terms of the Second Amended Joint Chapter 11 Plan Proposed by Residential Capital, LLC, et al. and the Official Committee of Unsecured Creditors [Docket No. 6030] confrrmed in the above-captioned Chapter 11 Cases. During the Chapter 11 Cases, I also served as Tax Director for Residential Capital, LLC ("ResCap'', a limited liability company organized under the laws of the state of Delaware and the parent of the other debtors in the above-captioned Chapter 11 Cases (collectively, the "Debtors". I have been employed by affiliates ofrescap since July of From July 1997 through July 2013 I worked for Ally Financial Inc. as Tax Director. In December of2013, I began my association with ResCap as Senior Tax Director, Chief Tax Officer. In my current position, I am responsible for the Liquidating Trust's tax matters including global tax return and financial statement reporting, audit resolution, claims and refund claims resolution. I am authorized to submit this declaration (the "Declaration" in support of the ResCap Liquidating ny I

26 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 3 of 7 Trust's Objection To Proofs of Claim Nos. 7298, 7299, 7300 & 7301 Filed By Ohio Deportment of Taxation (the "Objection'' Except as otherwise indicated, all facts set forth in this Declaration are based upon my personal knowledge of the Debtors' operations, information learned from my review of relevant documents and information I have received through my discussions with other former members of the Debtors' management or other former employees of the Debtors, the Liquidating Trust, its professionals and consultants. If I were called upon to testify, I could and would testify competently to the facts set forth in the Objection on that basis. 3. In my capacity as Director, I am familiar with the claims reconciliation process m these Chapter 11 Cases and I assist the Liquidating Trust with the claims reconciliation process with respect to tax-related matters. Except as otherwise indicated, all statements in this Declaration are based upon my familiarity with the Debtors' books and records, the Debtors' schedules of assets and liabilities and statements of fmancial affairs filed in these Chapter 11 Cases (collectively, the "Schedules", and/or my review of relevant documents. I or my designee at my direction have reviewed and analyzed the proof of claim forms filed by the Claimant. Since the Plan went effective and the Liquidating Trust was established, I, along with other members of the Liquidating Trust have participated in the claims reconciliation process, analyzed claims, and determined the appropriate treatment of the same with respect to tax-related matters. In connection with such review and analysis, where applicable, I or other Liquidating Trust personnel, together with professional advisors, have reviewed (i information supplied or verified by fonner personnel in departments within the Debtors' various business units, (ii the Books and Records, and (iii the Schedules. Capitalized terms not defined herein shall have the meanings ascribed to them in the Objection. ny

27 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 4 of 7 Debtors' Business Activities & Contact in Ohio 4. RFC Construction Funding, LLC (f/k/a RFC Construction Funding Corp. was a single purpose entity that funded construction loans. The corporation was registered to do business in Ohio as of July 14, 2000; however, it did not source any construction loans in Ohio in GMAC-RFC Holding Company, LLC ("GMAC-RFC HoldCo'' was a non-operating, holding company that was incorporated in Delaware in June The Trust has no record of this entity ever being registered with the Ohio Secretary of State. 6. GMACRH Settlement Services, LLC ("GMACRH" was a holding company for title, flood, closing, appraisal and tax services that was incorporated in Delaware in March Like GMAC-RFC Holdco, this entity had no operations, and the Trust has no record of this entity ever being registered with the Ohio Secretary of State. 7. Executive Trustee Services, LLC ("ETS" provided non-judicial foreclosure services in many states throughout the country, but not in Ohio. ETS was frrst incorporated in Pennsylvania in 1994 and then merged into a Delaware limited liability company in 2006; however, the Trust has no record of this entity ever being registered with the Ohio Secretary of State. Debtors' Prior Corporate Affiliation With General Motors in In 2006, Residential Capital and its affiliates were wholly-owned subsidiaries of Ally Financial Inc. (f/k/a General Motors Acceptance Corporation, which itself was a wholly-owned subsidiary of the General Motors Corporation. 9. On or about April 2, 2006, General Motors Corporation ("GM", General Motors Acceptance Corporation ("GM Acceptance", GM Finance Co. Holdings Inc. ny

28 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 5 of 7 ("HoldCo'' and FIM Holdings LLC ("Investor" entered into a Purchase aod Sale Agreement wherein Investor purchased 51 % of the common limited liability company interests of GM Acceptance from GM. As a result, as of the close of the transaction (which occurred on or about November 30, 2006, Residential Capital aod its affiliates were no longer wholly-owned indirect subsidiaries of GM. 10. The only one of the four Debtor entities that was authorized to do business in Ohio in 2006 was RFC Construction; however, the authorization was effective as of December 12, Moreover, according to the Debtors' books and records, none of the four Debtor entities owned or used a part of all of its capital in Ohio in The Liquidating Trust reviewed the Debtors' books aod records aod conftrmed that in 2006 neither ETS, GMACRH nor GMAC-RFC HoldCo (i had at any time during the calendar year property in Ohio with an aggregate value of at least fifty thousand dollars, (ii had during the calendar year payroll in Ohio of at least fifty thousand dollars, (iii had during the calendar year taxable gross receipts of at least five hundred thousand dollars from business within Ohio, nor (iv had at any time during the calendar year within Ohio at least twenty-five percent of its' total property, total payroll, or total gross receipts. 12. The Ohio Claims assert a liability dating back to The Debtors' books and records do not reflect any pre-existing liability to the Claimant. 13. In addition, the Debtors' books and records do not reflect that any of the Debtor entities against which the Ohio Claims were filed ever submitted, or were required to submit, a return in Ohio on account of the CAT. As noted above, the Debtors have no record of any of these entities ever conducting commercial activity in Ohio during the 2006 tax year. Moreover, the Debtors' books and records do not reflect that any of the entities against whom the ny

29 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 6 of 7 Ohio Claims were filed ever requested or submitted an extension from the Claimant to file a return on account of the CAT. [REAMINDER OF PAGE INTENTIONALLY LEFT BLANK] ny

30 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 2 - Demro Declaration Pg 7 of 7 and correct. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true Dated: June a, '~*',-t:._.- f1ohndemro s:ortax Director for ResCap Liquidating Trust ny

31 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 1 of 17 Exhibit 3

32 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 2 of 17 Claim No. 7298

33 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 3 of 17 U.S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK AT MANHATTAN AMENDED PROOF OF CLAIM - OHIO DEPARTMENT OF TAXATION IN RE: EXECUTIVE TRUSTEE SERVICES LLC Case No.: S 2255 N ONTARIO STREET Chapter: 11 BURBANK, CA Claim Date: 10/24/2013 AKA/OBA - EXECUTIVE TRUSTEE SERVICES INC 1. The undersigned, whose office address is at 30 East Broad Street, Columbus, Ohio 43215, is the duly appointed agent of the Tax Commissioner of the State of Ohio and is authorized to make this Proof of Claim on behalf of the claimant. 2. Claimant filed an original Proof of Claim dated 8/16/2012 in the amount of $6,420, Claimant has cause to believe this Proof of Claim contained inadequate information. Wherefore this Amended Proof of Claim should be considered to supersede the previous. 3. The debtor is now indebted to the State of Ohio in the amount set forth below, as follows: 1 Commercial Activity Tax Assessment :XXX:XX Tax Due For 1/1/2006 through 12/31/ Total Amount of Tax 3. Total Amount of Interest 4. Total Amount of Penalty 5. Total Amount of $578, $188, $0.00 $766, TOTAL AMOUNT DUE $766, No judgments have been rendered except as set out in Paragraph 3 above. 5. The amount of all payments have been credited and deducted for the purpose of making this Proof of Claim. 6. No security interest is held for this claim except to the extent that the judgment set out in Paragraph 3 above has attached to real estate owned by the debtor. 7. The tax and interest claims listed above are entitled to priority in accordance with 11 U.S.C. Section 507 (a(8 except as specifically set forth as a Non-Priority, general unsecured claim. Any penalty is a general unsecured claim not otherwise entitled to priority. 8. Leave is requested to amend this Proof of Claim at a later date should any increased tax deficiency be disclosed or discovered. /:? //, _,,, // /._,./ I ls/rebecca L Daum.. /i// //~ t./ ~, // # ,/ ~l.--6.,/ / ~~ 10/24/ Date Stamped Copy Returned o No self addressed stamped envelope D No copy to return RECBVED OCT Page 1of2 KUR1ZMAN riarson CONSUlTANTS II ~I~

34 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 4 of 17 Attorney-Bankruptcy Division Ohio Department of Taxation PO Box 530, Columbus, OH Contact Information: # / Fax# / rebecca.daum@tax.state.oh.us NOTICE All checks in payment of this claim should be made payable and forwarded to the Attorney General of the State of Ohio, Collection Enforcement, 150 E. Gay Street, 21st Floor, Columbus, Ohio All Notices, pleadings and filings relating to this claim should also be forwarded to the Attorney General's office, at the above.address and copied to the Ohio Department of Taxation, C/O Rebecca Daum at the undersigned address. RECBVED OCT 2 g 2013 KURlZMANCARSONcow.m 1JANT ~ 10/24/2013 Page 2 of 2

35 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 5 of 17 Bankruptcy Division 30 E. Broad Street, 23rd floor Columbus, Ohio ( Fa-,; ( us/ta.../ October 24, 2013 ResCap Claims Processing Center c/o KCC 2335 Alaska Ave El Segundo, CA To whom it may concern: Find enclosed a Proof of Claim to be filed on behalf of the Tax Commissioner of Ohio in the following cases: Executive Trustee Services LLC GMAC-RFC Holding Company LLC GMAC-RH Settlement LLC RFC Construction Funding LLC Case # S S S Please stamp the copy, with the received date and the bankruptcy claim number and return in the self addressed stamped envelope to this office. S. i.n?}zc... e. rely, //,/ " ~/~ ~,,I?J.-,./. ". / y Rebecca L. Daum Attorney - Bankruptcy Division

36 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 6 of 17 Claim No. 7299

37 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 7 of 17 U.S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK AT MANHATTAN AMENDED PROOF OF CLAIM - OHIO DEPARTMENT OF TAXATION IN RE:GMAC RH SETTLEMENT SERVICES LLC Case No.: S 1100 VIRGINIA DRIVE Chapter: 11 FORT WASHINGTON, PA Claim Date: 10/24/2013 AKA/OBA - GMAC RH SETTLEMENT SERVICES INC 1. The undersigned, whose office address is at 30 East Broad Street, Columbus, Ohio 43215, is the duly appointed agent of the Tax Commissioner of the State of Ohio and is authorized to make this Proof of Claim on behalf of the claimant. 2. Claimant filed an original Proof of Claim dated 8/16/2012 in the amount of $6,420, Claimant has cause to believe this Proof of Claim contained inadequate information. Wherefore this Amended Proof of Claim should be considered to supersede the previous. 3. The debtor is now indebted to the State of Ohio in the amount set forth below, as follows: 1 Commercial Activity Tax Assessment XXXXX Tax Due For 1/1/2006 through 12/31/ Total Amount of Tax 3. Total Amount of Interest 4. Total Amount of Penalty 5. Total Amount of $578, $188, $0.00 $766, TOTAL AMOUNT DUE $766, No judgments have been rendered except as set out in Paragraph 3 above. 5. The amount of all payments have been credited and deducted for the purpose of making this Proof of Claim. 6. No security interest is held for this claim except to the extent that the judgment set out in Paragraph 3 above has attached to real estate owned by the debtor. 7. The tax and interest claims listed above are entitled to priority in accordance with 11 U.S.C. Section 507 (a(8 except as specifically set forth as a Non-Priority, general unsecured claim. Any penalty is a general unsecured claim not otherwise entitled to priority. 8. Leave is requested to amend this Proof of Claim at a later date should any increased tax deficiency be disclosed or discovered. / '/ 1 ls/rebecca L Dau~. / ", / / k4 # d./ "u - '10/24/2013 ' RECEIVED OCT Pa_g_e 1of2 KURTZMANCARSOHCONSULTANlS II Date Stamped Copy Returned 0 No self addressed stamped envelope o No copy to return m

38 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 8 of 17 Attorney-Bankruptcy Division Ohio Department oftaxation PO Box 530, Columbus, OH Contact Information: # / Fax# / rebecca.daum@tax.state.oh.us NOTICE All checks in payment of this claim should be made payable and forwarded to the Attorney General of the State of Ohio, Collection Enforcement, 150 E. Gay Street, 21st Floor, Columbus, Ohio All Notices, pleadings and filings relating to this claim should also be forwarded to the Attorney General's office, at the above address and copied to the Ohio Department of Taxation, C/O Rebecca Daum at the undersigned address. RECEIVED OCT KURlZMAN CARSON CONSULTANTS 10/24/2013 Page 2 of 2

39 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 9 of 17 Bankruptcy Division 30. Broad Street, 23rd floor Columbus, Ohio ( Fm ( October 24, 2013 ResCap Claims Processing Center c/o KCC 2335 Alaska Ave El Segundo, CA To whom it may concern: Find enclosed a Proof of Claim to be filed on behalf of the Tax Commissioner of Ohio in the following cases: Executive Trustee Services LLC GMAC-RFC Holding Company LLC GMAC-RH Settlement LLC RFC Construction Funding LLC Case # S S S Please stamp the copy, with the received date and the bankruptcy claim number and return in the self addressed stamped envelope to this office. Sincerely, /~ Rebecca L. Daum Attorney - Bankruptcy Division

40 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 10 of 17 Claim No. 7300

41 mg Doc Filed 06/24/15 Entered 06/24/15 16:29:52 Exhibit 3 - Proofs of Claim Pg 11 of 17 U.S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK AT MANHA TT AN AMENDED PROOF OF CLAIM - OHIO DEPARTMENT OF TAXATION IN RE:GMAC-RFC HOLDING COMPANY LLC Case No.: S 8400 NORMANDALE LAKE BLVD Chapter: 11 MINNEAPOLIS, MN Claim Date: 10/24/2013 AKA/OBA - GMAC-RFC HOLDING CORPORATION, GMAC RF INC 1. The undersigned, whose office address is at 30 East Broad Street, Columbus, Ohio 43215, is the duly appointed agent of the Tax Commissioner of the State of Ohio and is authorized to make this Proof of Claim on behalf of the claimant. 2. Claimant filed an original Proof of Claim dated 8/16/2012 in the amount of $6,420, Claimant has cause to believe this Proof of Claim contained inadequate information. Wherefore this Amended Proof of Claim should be considered to supersede the previous. 3. The debtor is now indebted to the State of Ohio in the amount set forth below, as follows: 1 Commercial Activity Tax Assessment XXXXX Tax Due For 1/1/2006 through 12/31/ Total Amount of Tax 3. Total Amount of Interest 4. Total Amount of Penalty 5. Total Amount of $578, $188, $0.00 $766, TOTAL AMOUNT DUE $766, No judgments have been rendered except as set out in Paragraph 3 above. 5. The amount of all payments have been credited and deducted for the purpose of making this Proof of Claim. 6. No security interest is held for this claim except to the extent that the judgment set out in Paragraph 3 above has attached to real estate owned by the debtor. 7. The tax and interest claims listed above are entitled to priority in accordance with 11 U.S.C. Section 507 (a(8 except as specifically set forth as a Non-Priority, general unsecured claim. Any penalty is a general unsecured claim not otherwise entitled to priority. 8. Leave is requested to amend this Proof of Claim at a later date should any increased tax deficiency be disclosed or discovered. ls/rebecca L Daum ~. i. ~ /. / / # / ~" /t ~,,,._ 10/24/2013 /<,.~.A c RECBVED OCT 2 g 2013 Page 1of2 KURTZMAN CARSON CONSULTANTS Date Stamped Copy Returned D No self addressed stamped envelope D No copy to return ~