UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION (AKRON) Chapter 11 * * * *

Transcription

1 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION (AKRON) IN RE: WINGS OF MEDINA LIQUIDATION, INC., ET AL. 1 Debtors Chapter 11 Case Nos ; through ; through ; through ; through ; through (Joint Administration under Case No ) JUDGE ALAN M. KOSCHIK * * * * FIFTH OMNIBUS OBJECTION OF LIQUIDATING TRUSTEE MARK D. KOZEL TO AND MOTION TO EXPUNGE, REDUCE, RECLASSIFY, AND DISALLOW CERTAIN CLAIMS PURSUANT TO 11 U.S.C. 105, 365, 502, 503 AND 507 AND BANKRUPTCY RULES 3001, 3006, 3007 AND 9019 Mark D. Kozel, the duly appointed Liquidating Trustee in this case (the "Trustee"), by and through his undersigned counsel, hereby objects (the "Fifth Omnibus Objection") to each of 1 The Debtors and the last four digits of the Debtors United States Tax Identification Number following in parentheses are: Wings of Medina Liquidation, Inc. (8260); Wings Operations Liquidation, Inc. (2667); Wings Management Liquidation, Inc. (1988); Wings Franchising Liquidation Corporation (1589); Steak & Wings Liquidation, Inc. (7669); Wings Sauces Liquidation, Inc. (8951); Wings Intellectual Properties Liquidation Corporation (9985); Wings of Buffalo Liquidation, Inc. (6439); Wings of Sheffield Liquidation, Inc. (5326); Wings of Plano Liquidation, Inc. (6701); Wings of Warren Liquidation, Inc. (3865); Wings of Independence Liquidation, Inc. (0166); Wings of Newport News Liquidation, Inc. (3858); Wings of Lakewood Liquidation, Inc. (1575); Wings of Harrisonburg Liquidation, Inc. (4832); Wings of Concord Liquidation, Inc. (9262); Wings of Carrollton Liquidation, Inc. (7632); Wings of Fort Wayne Liquidation, Inc. (3079); Wings Holdings Liquidation, Inc. (6457); Best Wings Liquidation, Inc. (1339); Wings of Wheeling Liquidation, Inc. (2220); Wings of Vermillion Liquidation, Inc. (5207); Wings of Springfield Liquidation, Inc. (9745); Wings of Springfield Realty Liquidation, Inc. (9589); Wings of Fredericksburg Liquidation, Inc. (4887); Wings of Medina Reality Liquidation, Inc. (8418); and Wings Aggregator, Inc. (1263) \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 1 of 14

2 the claims listed in Exhibit A 2 hereto and moves (the "Motion") this Court, pursuant to sections 105, 363, 365, 502, 503 and 507 of the Bankruptcy Code and Bankruptcy Rules 3001, 3006, 3007 and 9019 for entry of an Order disallowing and expunging, modifying, reducing, and/or reclassifying the claims identified on Exhibit A. IF YOU ARE RECEIVING THIS FIFTH OMNIBUS OBJECTION, THE TRUSTEE LIKELY HAS OBJECTED TO YOUR CLAIM OR CLAIMS. PLEASE BE CERTAIN TO REVIEW THIS FIFTH OMNIBUS OBJECTION AND ALL EXHIBITS CAREFULLY. YOUR CLAIM MAY BE LISTED ON MULTIPLE OBJECTIONS. In support of this Fifth Omnibus Objection, the Trustee respectfully states as follows: JURISDICTION, VENUE AND BACKGROUND FACTS 1. This Court has jurisdiction over this Fifth Omnibus Objection pursuant to 28 U.S.C. 157 and Venue in this judicial district is proper pursuant to 28 U.S.C and This is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory predicates for relief sought herein includes Bankruptcy Code sections 105, 363, 365, 502, 503, and 507 and Rules 3001, 3006, 3007 and 9019 of the Federal Rules of Bankruptcy Procedure. 2. The Debtors filed their petitions for relief under Chapter 11 of the Bankruptcy Code on November 16, 2015 (the "Petition Date") commencing their bankruptcy cases (the "Bankruptcy Cases"). The Bankruptcy Cases were administered jointly by order of the court (the "Bankruptcy Court") [Docket No. 23]. 3. On November 17, 2015, the Bankruptcy Court entered the Order (I) Authorizing Debtors to Pay Certain Employee Obligations and (II) Directing Financial Institutions to Honor and Process Checks and Transfers Related to Such Obligations (the "Employee Obligations 2 The holders of claims that are the subject of this Objection may be the subject of more than one type of objection in this Objection or in other omnibus objections. As such, holders of claims addressed by this Objection should carefully review all Exhibits and other preceding or subsequent Objections \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 2 of 14

3 Order") [Docket No. 26]. Pursuant to the Employee Obligations Order, the Debtors made payments on prepetition amounts due to employees, on account of employee obligations and obligations related to the same. Namely, the Debtors made payments on account of scheduled debt owed to Fortune Business Solutions under the Employee Obligations Order. 4. On December 15, 2015, the Bankruptcy Court entered the Final Order Authorizing Debtors to Pay the Prepetition Claims of Certain Critical Vendors (the "Critical Vendor Order") [Docket No. 109]. Pursuant to the Critical Vendor Order, the Debtors made payments on prepetition debts to vendors determined to be "Critical." Namely, the Debtors made payments on account of scheduled debt owed to Culinary Co-Pack, Keany Produce, Sirna & Sons, Inc. and Reinhart Food Services under the Critical Vendor Order. 5. On December 15, 2015, the Bankruptcy Court entered the Order Authorizing the Debtors to Reject Certain Unexpired Nonresidential Real Property Leases (the "First NRRP Rejection Order") [Docket No. 105]. Pursuant to the First NRRP Rejection Order, the Debtors' non-residential real property leases with (i) Pioneer Commerce, LLC (Carrollton), (ii) Cross Brothers Realty (Concord), (iii) ARCP QS Fredericksburg VA, LLC (Fredericksburg), (iv) Micromont Holdings 5, LLC (Fort Wayne), (v) QSL Plano Realty, Inc. (Plano) and (vi) Tranwer LLC (Buffalo) 3 were deemed rejected as of and effective on the Petition Date. 6. On January 5, 2016, the Bankruptcy Court entered the Order Approving Debtors' Motion (A) Establishing Bar Dates for Filing Proof of Claim and (B) Approving Form and Notice Thereof (the "Bar Date Order") [Docket No. 138], establishing certain dates and deadlines for filing claims in the Bankruptcy Cases. Specifically, the Bar Date Order set (i) March 7, 2016 as the deadline for all of Debtors' creditors to submit a claim (the "General Bar Date"); and 3 A dispute exists as to whether Tranwer LLC or Scotts Buffalo Wings, Inc. are the parties properly payable as landlord for the Buffalo, New York location \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 3 of 14

4 (ii) May 20, 2016 as the deadline for all governmental units to submit claims (the "Governmental Bar Date"). 7. On or about January 6, 2016, each Debtor filed its separate Schedules and Statements of Financial Affairs (collectively, the "Schedules") in each of the respective Bankruptcy Cases setting forth their record of claims. The Schedules classified the claims against the Debtors, to the best of their knowledge and the knowledge of the professionals assisting the Debtors, into statutorily prescribed categories. 8. On March 25, 2016, the Bankruptcy Court entered the Order (A) Authorizing the Sale of Substantially All of the Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; (B) Authorizing Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (C) Granting Related Relief [Docket No. 280] approving the sale of substantially all the assets of the Debtor. The sale of substantially all of the Debtors' assets to TravelCenters of America LLC ("TA") closed on April 20, Pursuant to the Sale Order, many claims of holders of contracts and leases were assumed, assigned, cured, paid and satisfied. In addition, numerous creditors were paid as a condition to closing the sale of assets to TA, including for instance, payments on account of real estate taxes and other similar real estate related obligations. Moreover, the Sale Order provided for the resolved, settled and agreed upon treatment for the majority, if not all, secured claims in the Bankruptcy Cases, namely the claims of (i) Ally Bank, (ii) Bridge Funding Group, Inc. (f/k/a United Capital Business Lending, Inc., (iii) Cortland Savings and Banking Company, (iv) The Famers National Bank of Canfield, (v) First National Bank of PA, (vi) Ford Motor Credit Company, LLC, (vii) Scotts Buffalo Wings, Inc., 4 (viii) Wells Fargo Bank, N.A. and (ix) Wells Fargo Equipment Finance. 4 Excluding any landlord related claims \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 4 of 14

5 10. On April 29, 2016 the Bankruptcy Court entered both the Agreed Order Authorizing the Debtors to Reject Unexpired Nonresidential Real Property Lease for Lakewood, Ohio Location [Docket 327] and the Agreed Order Authorizing the Debtors to Reject Unexpired Nonresidential Real Property Lease for Harrisonburg, Virginia Location [Docket No. 328] (collectively, the "Second NRRP Rejection Orders"). Pursuant to the Second NRRP Rejection Orders, the Debtors' non-residential real property leases with (i) One Lakewood Company, LLC, LRC-G Lakewood, LLC and LRC Realty, LLC (Lakewood), (ii) University QS&L, LLC (Harrisonburg), were deemed rejected as of and effective on April 20, On August 8, 2016, the Bankruptcy Court entered the Order Granting Debtors Motion Approving Settlement with Travaglini Investment Group, LLC [Docket No. 407] fully and finally resolving and settling numerous matters between the parties, including all claims of Travaglini Investment Group, LLC and certain related parties. 12. On November 4, 2016, the Bankruptcy Court entered the Order Granting Debtors' Motion for an Order Approving Settlement with Joll Development Company, Inc., QSL/Joll Johnston, LLC, Bulliver Associates, LLC, and Joll Enterprises, Inc. [Docket No. 455] fully and finally resolving and settling numerous matters between the parties, including all claims of Joll Development Company, Inc., QSL/Joll Johnston, LLC, Bulliver Associates, LLC, and Joll Enterprises, Inc. and certain related parties. 13. On November 30, 2016, the Bankruptcy Court entered the Order Granting Debtors' Motion for an Order Approving Settlement with Canton QSL, LLC, Charleston Lube Partners, LLC, K Investments Limited, Mentor QSL, LLC, QSL Enterprise, Ltd., QSLPA Investments of Ohio Limited, QSL Portage, LLC, and QSL Restaurants Florida Limited [Docket No. 470], fully and finally resolving and settling numerous matters between the parties, including all claims of Canton, QSL, LLC, Charleston Lube Partners, LLC, K Investments Limited, \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 5 of 14

6 Mentor QSL, LLC, QSL Enterprise, Ltd., QSLPA Investments of Ohio Limited, QSL Portage, LLC, and QSL Restaurants Florida Limited and certain related parties. 14. On September 20, 2016, the Debtors and the Official Committee of Unsecured Creditors of Wings of Medina Liquidation, Inc. (the "Committee") filed the Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors [Docket No. 422] (the "Joint Plan") and the accompanying Disclosure Statement with respect to the Joint Plan [Docket No. 423] (the "Disclosure Statement"). 15. On October 27, 2016, the Debtors and the Committee filed the First Amended Joint Plan and accompanying First Amended Disclosure Statement [Docket Nos. 447 and 448, respectively]. 16. On November 7, 2016, the Debtors and the Committee filed the Second Amended Joint Plan and the accompanying Second Amended Disclosure Statement [Docket Nos. 457 and 458, respectively]. On December 13, 2016, the Court conducted the confirmation hearing with regard to the Second Amended Joint Plan and, on December 16, 2016, entered its Findings of Fact, Conclusions of Law, and Order Confirming the Second Amended Chapter Joint Plan of Liquidation of the Debtors and Official Committee of Unsecured Creditors [Docket No. 481] (the "Original Confirmation Order"), thereafter amended on December 19, 2016 [Docket No. 483] (the "Confirmation Order"). Pursuant to the Joint Plan and the Confirmation Order, among other things, the Debtors' estates have been substantively consolidated for all purposes, including resolving all claims between and among Debtors, leaving no such intercompany claims to be paid. 17. The Confirmation Order set February 1, 2017 as the bar date for parties asserting claims entitled to administrative priority to submit their applications for administrative claims. The Confirmation Order also set May 1, 2017 as the deadline, subject to extension, for the \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 6 of 14

7 Trustee to respond to applications for administrative claims. This Fifth Omnibus Objection does not specifically address administrative claims, but the Trustee has reserved sufficient funds to ensure payment, if appropriate of all such asserted administrative claims. 18. The Second Amended Joint Plan (the "Plan") became effective on January 1, Pursuant to the Plan and the Confirmation Order, to effectuate and administer the Plan, the Wings of Medina Liquidation, Inc. et al. Liquidating Trust Agreement was entered into by and among the Debtors, the Committee and Mark D. Kozel as the Trustee forming the Liquidating Trust (the "Trust"). Under Article II of the Trust and the Confirmation Order, Mr. Kozel has been appointed and confirmed Trustee. Under the Plan generally, and specifically Sections 1.1 and 3.4 of the Trust, the Trustee is charged with reviewing all assets and claims of the Debtors and administering the same. This Fifth Omnibus Objection is filed in connection with this responsibility of the Trustee. 20. On January 3, 2017, the Debtors filed the Notice of Occurrence of the Effective Date for Second Amended Joint Plan of Liquidation of the Debtors and Official Committee of Unsecured Creditors [Docket No. 490] notifying all interested parties that the Plan had gone effective on January 1, 2017 with the Trust taking ownership of all assets of the Debtors to be administered by the Trustee. 21. In total, 373 proofs of claim have been filed in the Bankruptcy Cases. In addition, the Debtors scheduled many claims in their Schedules, all of which have been substantively consolidated under the Plan, the Trust and the Confirmation Order \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 7 of 14

8 22. The Trustee and his counsels 5 have reviewed, among other things, (i) the proofs of claim, (ii) the Schedules, (iii) all orders of this Bankruptcy Court (including, without limitation, the Sale Order, the Bar Date Order, orders affirming settlements in the Bankruptcy Cases, the Critical Vendor Order the Employee Obligation Order), (iv) the business operations of the Debtors, including their contracts and leases, (v) the asset purchase agreement between the Debtors and TA; (vi) pending litigation involving the Debtors and the Debtors' estates; and (vii) agreements third parties have reached with the Trustee and otherwise in preparing this Fifth Omnibus Objection. RELIEF REQUESTED 23. By this Fifth Omnibus Objection, the Trustee seeks an order disallowing and expunging, modifying, reducing, and/or reclassifying the claims as deemed and listed on Exhibit A. 24. A filed proof of claim is "deemed allowed, unless a party in interest...objects." 11 U.S.C. 502(a). If an objection refuting at least one of the claim's essential allegations is asserted, the claimant has the burden to demonstrate the validity of the claim. See In re Oneida Ltd., 400 B.R. 384, 389 (Bankr. S.D.N.Y. 2009); In re Adelphia Commc'ns Corp., Case No (REG), 2007 Bankr. LEXIS 660 at *15 (Bankr. S.D.N.Y. Feb. 20, 2007); In re Rockefeller Ctr. Props., 272 B.R. 524, 539 (Bankr. S.D.N.Y. 2000). CLAIMS OBJECTIONS A. Waco Litigation Claims 25. The claims listed on Exhibit A attached hereto are claims asserted in litigation by QSL Waco, Inc. and QSL Realty Waco, Inc. (collectively, the "Waco Plaintiffs") in litigation 5 Due to potential conflicts of interests, to avoid any appearance of impropriety, the Trustee has used "conflicts counsel" to address specific claims \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 8 of 14

9 presently pending before the United States District Court for the Eastern District of Texas (the "Texas Court") in the case styled QSL Waco, Inc., et al. v. Lube Holdings, Inc., et al. (Case No. 4:14-cv in the Texas Court, the "Waco Litigation"). In addition to Debtors Lube Holdings, Inc. and Quaker Steak & Lube Franchising Corporation, John Longstreet is also a defendant in the Waco Litigation. The Waco Litigation has been stayed since the Petition Date. The Texas Court has stayed the case in its entirety, including against Mr. Longstreet, due to the automatic stay afforded to the Debtors. 26. Despite being commenced in 2014, and the automatic stay not activating until November of 2015, the Waco Litigation remains at an infant stage. Specifically, (i) no defendant has answered plaintiff's complaint; (ii) the Texas Court denied the defendants' motion to dismiss as moot without prejudice for refiling once the stay is lifted; (iii) the Waco Litigation has encountered numerous judicial and magistrate changes and assignments to the case, such that the original judge and magistrate are no longer addressing the issues presented and the current judge and magistrate (in large part due to the stay in place) have little history and knowledge of the facts, issues and positions of the parties, other than what is presented on the docket and in the written record. Some discovery has been exchanged. 27. Moreover, upon information and belief, the Trustee has recently learned that the Trust may have counterclaims against the Waco Plaintiffs. Due to the status of the Waco Litigation, these counterclaims have not yet been brought, but at the appropriate time, the Trustee will consider raising these counterclaims. 28. The Trustee views the Waco Litigation and the Waco Claims as nothing more than that-claims (both for and against the Trust). The Trust and its beneficiaries are the interested parties as it relates to Trust/Debtor participation in the Waco Litigation, and expedient adjudication of the issues and Waco Claims is desired by the Trustee. The Trustee and his \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 9 of 14

10 professionals have reviewed the Waco Litigation in some detail and object to the Waco Claims in their entirety as being without merit or substance. While the Trust and Trustee will do what is necessary to protect the assets of the Trust for its beneficiaries, particularly including efforts to reduce or eliminate the Waco Claims in their entirety, the Trust understandably may have different goals than that of the Debtors prior to the Petition Date and resolution may be more attainable. 29. Considering (i) the Trust's existence arising from the Plan and the Confirmation Order, (ii) this Court's familiarity with all things relating to the Debtors, including their relationships and transactions with other franchisees, landlords and other business parties, (iii) the Trustee's geographic location in Ohio and the costs to the Trust to continue litigation of the Waco Litigation in the Texas Court; (iv) the nascent stage of the Waco Litigation, (v) the lack of direct continuity of the judges and magistrates hearing and adjudicating the Waco Litigation and (vi) the fact that the time for counterclaims to be presented has not arisen, among other reasons, the Trustee prays that the Court adjudicate the Waco Claims as a disputed claim in the Bankruptcy Cases and orders the Waco Litigation (at least as it relates to the Debtors and Trust) be moved to this Court and adjudicated as a disputed and separate claim. Responses to Objections 30. To contest a Claim Objection, claimants must file and serve a written response (a "Response") to this Fifth Omnibus Objection to Claims. Every Response must be filed with both (i) the Office of the Clerk of the United States Bankruptcy Court for the Northern District of Ohio, John F. Seiberling Building and U.S. Courthouse, 2 South Main Street, Akron, Ohio and (ii) served upon the party listed below, so that the Response is filed and received no later than May 1, 2017: \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 10 of 14

11 following: Wickens, Herzer, Panza, Cook & Batista Co Chester Road Avon, OH Attn: Christopher W. Peer, Esq. Telephone: (440) Facsimile: (440) Every Response to this Fifth Omnibus Objection must contain at a minimum the (a) A caption setting forth the name of the Court, the name of the Debtors, the case numbers, and the title of the Fifth Omnibus Objection to which the Response is directed; (b) The name of the claimant, the proof of claim number (if applicable), and a description of the basis for the amount of the claim; (c) The specific factual basis and supporting arguments upon which the claimant will rely in opposing the Fifth Omnibus Objection; (d) Any supporting documentation, to the extent it was not included with the proof of claim previously filed with the Debtors' claims agent (and now the Trustee's claims agent), Kurtzman Carson Consultants, upon which the claimant will rely to support the basis for an amounts asserted in the proof of claim; and (e) The name, address, telephone number, and facsimile number of the person(s) (which may be the claimant or the claimant's legal representative) with whom counsel for the Trustee should communicate with respect to the proof of claim and the Response and who possesses authority to reconcile, settle, or otherwise resolve the claim on behalf of the claimant. 32. If a claimant fails to file and serve a Response in a timely manner pursuant to this procedure, the Trustee may present to the Court an appropriate order disallowing, expunging, reducing and/or reclassifying the claim as set forth herein without further notice to the claimant or a hearing. Replies to Responses Request for Hearing 33. The Trustee reserves the right, in his sole discretion, to file and serve a reply to any claimant's Response. 34. In an affirmative effort to address questions and concerns relating to any and all Objections, the Trustee has requested that the Bankruptcy Court set an initial preliminary hearing on the Fifth Omnibus Objection for a date after seventy-five (75) days following the filing of this \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 11 of 14

12 Fifth Omnibus Objection (after May 15, 2017) with Responses being required to be filed not later than May 1, Parties responding before May 1, 2017 may request that the Court set an earlier hearing on their Objection, which the Court may grant. Separate Contested Matters 36. To the extent that a Response is timely filed regarding any claim listed on the Exhibits to the Fifth Omnibus Objection and the Trustee is unable to consensually resolve the Response, each such claim and the Objection by the Trustee to such claim shall constitute a separate contested matter as contemplated by Rule 9014 of the Federal Rules of Bankruptcy Procedure. Notwithstanding the fact that such order may physically exist on a document with other orders addressing Objections, any order entered by the Court approving the relief requested in the Fifth Omnibus Objection shall be deemed a separate order with respect to each claim. The Hearing set for May 15, 2017 on this Fifth Omnibus Objection serve as a preliminary hearing for any remaining Response, if any. Reservation 37. The Trustee hereby reserves the right to object in the future to any of the claims listed in this Fifth Omnibus Objection or on the Exhibits attached hereto on any ground, and to amend, modify, and/or supplement this Fifth Omnibus Objection, including without limitation, to object to amended claims and newly-filed claims. Separate notice and hearing will be scheduled for any such objection. 38. Notwithstanding anything contained in this Fifth Omnibus Objection or the attached Exhibits, nothing herein shall be construed as a waiver of any rights that the Trustee may have (a) to bring actions to avoid or subordinate such claims under the applicable sections of the Bankruptcy Code against the holders of claims subject to the Fifth Omnibus Objection; \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 12 of 14

13 (b) to assert any other claims or causes of action against the holders of such claims; or (c) to exercise any other rights, including his right of setoff or recoupment, against the holders of such claims. Notice 39. The Trustee submits that notice of this Fifth Omnibus Objection has been provided to all parties listed on Exhibit A, is sufficient under Bankruptcy Rule 3007 and that no further notice is necessary. No Previous Request 40. The Debtors filed numerous objections to claims prior to the entry of the Confirmation Order and each of those objections were resolved and many resulted in orders of the Bankruptcy Court. This Fifth Omnibus Objection does not request the relief sought previously and the request for relief set forth herein has not been made to this or any other court. WHEREFORE, the Trustee respectfully requests that the Court enter an order reducing, reclassifying, disallowing, and/or expunging each of the Claims more fully described in this Fifth Omnibus Objection and listed on the exhibits attached hereto, and grant the Trustee such other and further relief to which he and the Trust are justly entitled. Respectfully submitted, /s/ Christopher W. Peer Christopher W. Peer (No ) John A. Polinko (No ) WICKENS, HERZER, PANZA, COOK & BATISTA CO Chester Road Avon, OH (440) (Main) (440) (Fax) ATTORNEYS FOR MARK D. KOZEL, LIQUIDATING TRUSTEE FOR THE WINGS OF MEDINA LIQUIDATION INC., ET AL LIQUIDATING TRUST \ \cwp amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 13 of 14

14 PROOF OF SERVICE This is to certify that a copy of the foregoing Fifth Omnibus Objection of Liquidating Trustee Mark D. Kozel to and Motion to Expunge, Reduce, Reclassify, and Disallow Certain Claims Pursuant to 11 U.S.C. 105, 365, 502, 503 and 507 and Bankruptcy Rules 3001, 3006, 3007 and 9019 has been sent via the Court's electronic filing system, on this 1st day of March, 2017, to: Scott N. Opincar, counsel for Debtors, at sopincar@mcdonaldhopkins.com Michael J. Kaczka, counsel for Debtors, at mkaczka@mcdonaldhopkins.com Derrick Rippy, counsel for Office of The U.S. Trustee, at derrick.v.rippy@usdoj.gov /s/christopher W. Peer Christopher W. Peer John A. Polinko / amk Doc 513 FILED 03/01/17 ENTERED 03/01/17 09:27:24 Page 14 of 14

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