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In re:

UNITED STATES BANKRUPTCY COURTDISTRICT OF DELAWARE

Chapter IIWASHINGTON MUTUAL, INC. et al.,

)))))))))

Case No. 08-12229 (MFW)Debtors. Jointly Administered

Objection Deadline: January 4, 2012 at 4:00p.m. (ET)Hearing Date: January II , 2012 at 2:00p.m. (ET)Related Docket Nos.: 9178,9179,9180,9181

WHITEBOX'S OBJECTION TO THE ADEQUACY OF THEDISCLOSURE STATEMENT FOR THE SEVENTH AMENDED JOINT PLAN OF

AFFILIATED DEBTORS PURSUANT TO CHAPTER 11 OFTHE UNITED STATES BANKRUPTCY CODEWhitebox Asymmetric Partners, LP, Whitebox Multi Strategy Partners, L.P., Whitebox

Concentrated Convertible Arbitrage Partners, L.P., Whitebox Credit Arbitrage Partners, L.P.,lAM Mini-Fund 14 Limited, Pandora Select Partners, L.P. and Whitebox Special OpportunitiesFund LP, Series B (collectively, "Whitebox")--each of whom hold Approved PIERS Claims-by and through their undersigned attorneys, hereby submit this Objection to the adequacy of theDisclosure Statement for the Seventh Amended Joint Plan of Affiliated Debtors Pursuant toChapter 11 of the United States Bankruptcy Code (Docket No. 9179) (the "DisclosureStatement").' In support of this Objection, Whitebox respectfully states as follows:

SUMMARY OF ARGUMENT1. The Disclosure Statement fails to adequately apprise the PIERS class that (1) the

question of which interest rate they are responsible for (federal or contract) is worth $743 millionto them, (2) substantial, good faith appeals on that issue are pending, (3) those appeals are at riskof being equitably mooted if the Seventh Amended Plan is approved as is, and (4) a reserve

Unless otherwise defined herein, capitalized terms shall have the meanings assigned tothem in the Disclosure Statement.

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would cure this defect in the plan, at no prejudice to the senior Noteholders, and make the Planone that the PIERS class could approve without placing a significant portion of their recovery atrisk. Whitebox therefore objects to the Disclosure Statement.

FACTUAL AND PROCEDURAL BACKGROUNDThe Debentures and the Trust Securities.2. In 2001, Debtor Washington Mutual, Inc. ("WMI") issued $1.15 billion in face

amount of Junior Subordinated Debentures, pursuant to the PIERS Indenture.23. At the same time, Washington Mutual Capital Trust 2001 ("WMCT") was

established to purchase the debentures from WMI. WMCT sold units to investors in order toobtain the funds necessary to purchase the Debentures.The Bankruptcy4. On September 26, 2008, the Debtors filed a voluntary case pursuant to Chapter II

of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.5. In its January 28, 2010 order (Docket No. 2262), the Court allowed the PIERS

Trustee's Proof of Claim as a general unsecured claim in the total allowed amount of$789,353,506.50 (which included both preferred and common securities). This $789 million didnot include post-petition interest.The Modified Sixth Amended Joint Plan6. The Debtors presented the Modified Sixth Amended Joint Plan of Affiliated

Debtors (Docket No. 7040) for court approval in early 20 II . The Modified Sixth Amended Planprovided for the payment of post-petition interest of creditors' claims at their contract rate ofinterest rather than the federal judgment rate.2 By the "PIERS Indenture," Whitebox means the April 30, 2001 Indenture between WMIand The Bank of New York (as initial Trustee), as supplemented by the April 30, 2001 FirstSupplemental Indenture, together with the Base Indenture.

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7. Following numerous objections and briefing on both sides, on September 13,2011, the Court denied confirmation of the Modified Sixth Amended Joint Plan, butrecommended certain modifications to that Plan that, if made, would permit confirmation of theDebtors' later plan. In re Washington Mutual. Inc., No. 08-12229 (MFW),--- B.R. ----, 2011 WL 4090757 (Bankr. D. Del. Sept. 13, 2011) (Docket No. 8612).

8. In its September order, the Court concluded, among other things, that "the bettervtew is that the federal judgment rate is the appropriate rate to be applied under section726(a)(5), rather than the contract rate." !d. at *30.

9. The Court then addressed the arguments of Wells Fargo (the PIERS Trustee) andanother PIERS holder that, given the Court's holding that Debtors were obligated to pay thefederal judgment rate of interest, then "that is all the senior creditors are entitled to receive andthe subordinated creditors are not obligated to pay them the difference between what the Debtorspay and their contract rate of interest." !d. at *37.3 The senior Noteholders disagreed with thePIERS holders, arguing that the subordination provisions in the various creditors' contractsrequired that the subordinated creditors pay them contract interest. !d. In so arguing, the seniorNoteholders relied on the language of the relevant subordination provision, which requiressubordination to Senior Indebtedness, defined as "principal of, premium, if any, interest(including all interest accruing subsequent to the commencement of any bankruptcy or similarproceeding, whether or not a claim for post-petition interest is allowable as a claim in any such

proceeding)." !d. at *38.10. The Court agreed with the senior Noteholders, holding that the

3 Wells Fargo Bank, National Association ("Wells Fargo")-in its capacity as PIERSTrustee-and Normandy Hill Capital L.P. ("Normandy Hill")-a PIERS holder-both arguedthat PIERS holders should only be obligated to pay interest to senior Noteholders at the federaljudgment rate, not the contract rate (Docket Nos. 7939 and 7475, respectively).

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subordination provisions adequately apprised the subordinated creditors that theirpayments were subordinate to all contractual post-petition interest, even if theCourt allowed none. They certainly, therefore, were on notice that they weresubordinate to contractual post-petition interest if the Court allowed some.Therefore, the Court concludes that to the extent the Rule of Explicitness is stillapplicable, the indentures at issue in this case meet its requirements. Therefore,the Plan provisions that give effect to the subordination provisions in theindentures and require subordinated creditors to pay senior creditors post-petitioninterest at the contract rate even though the Debtors are only required to payinterest at the federal judgment rate are not violative of the Bankruptcy Code.

!d. (emphasis in original).11. Wells Fargo and Normandy Hill filed their notices of appeal from the Court's

September Order on October 10,2011 and September 27,2011, respectively (Docket Nos. 8771and 8671, respectively).The Current Plan: The Seventh Amended Plan

12. The Seventh Amended Joint Plan of Affiliated Debtors Pursuant to Chapter II ofthe United States Bankruptcy Code (Docket No. 9178) ("Seventh Amended Plan") sets forth aSubordination Model which "implements the Debtors' interpretation of the respective

subordination provisions" in the various indentures and other agreements and which sets forththe "relative priorities among" the holders of various claims-including Senior Notes Claims andPIERS Claims-and "the order in which such holders are entitled to receive payment of theirAllowed Claims, Intercreditor Interest Claims and Postpetition Interest Claims." DisclosureStatement at 41-43; Seventh Amended Plan, Ex. H. As the Disclosure Statement describes, theSubordination Model incorporates the Court's decision that subordinated creditors-such asPIERS holders-must pay senior creditors post-petition interest at the contract rate. The Modeldefines an "Intercreditor Interest Claim," in pertinent part, as a

Claim for interest accrued in respect of an outstanding obligation or liabilityduring the period from the Petition Date up to and including the date of finalpayment in full of such Claim, arising from contractual subordination rights andpayable in accordance with the Subordination Model, as required by section

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51O(a) of the Bankruptcy Code, calculated at the contract rate set forth in anyagreement related to such Claim.Disclosure Statement at 41 (emphasis added); see also id. at 4 7 (describing that the SeventhAmended Plan "effectuates the payover by holders of Allowed PIERS Claims of some or all ofthe distributions from the Debtors . . . to those holders of Allowed Claims that are . . . senior inrecovery to holders of Allowed PIERS Claims" "to the extent that such senior holders'Intercreditor Interest Claims (which are calculated at the applicable contract rate) exceed suchholders' Postpetition Interest Claims (which are calculated at the federal judgment rate)"); id. Ex.C at v & n.( 4) (estimating recoveries based on assumption that "intercreditor claims are paid on acontractual rate basis"); Seventh Amended Plan, Ex. H.

13. Exhibit C to the Disclosure Statement, the Updated Liquidation Analysis, setsforth the "estimated Cash proceeds, net of liquidation-related costs that would be available to theDebtors' creditors if the Debtors were to be liquidated in Chapter 7 cases." Ex. C at ii. TheUpdated Liquidation Analysis estimates that, of the $84 3 million owed to PIERS holders(between their approved claim of approximately $789 million and $54 million in post-petitioninterest), PIERS holders will recover only $74 million (for a 9% recovery), after they aresubordinated to the more senior creditors. !d. at v. By contrast, the senior Noteholders areestimated to recover, on average, 115% of their pre-petition claims after various contributionissues are settled. !d. If PIERS holders were not so subordinated, the Updated LiquidationAnalysis estimates that they would recover $817 million, including all of their pre-petitionlosses. !d. The difference between what PIERS holders would receive if they were not sosubordinated and what they will receive after subordination at contract rates is thus $743 million.Id.

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ARGUMENTTO BE APPROVED, A DISCLOSURE STATEMENT MUST CONTAINADEQUATE INFORMATION TO ALLOW A CREDITOR TOMAKE AN INFORMED JUDGMENT ABOUT THE PLAN.14. In a Chapter 11 proceeding, creditors are given the right to vote on whether a plan

of reorganization should be accepted or rejected. See 11 U.S.C. 1126(a). In order to givemeaning to creditors' voting rights, the Bankruptcy Code requires that, before voting, creditorsbe given a Court-approved disclosure statement describing any proposed plan. See id. 1125(b).

15. In order to be approved, the Disclosure Statement must contain adequateinformation about the Seventh Amended Plan, "information of a kind, and in sufficient detail . . .that would enable . . . a hypothetical investor of the relevant class to make an informed judgmentabout the plan." 11 U.S.C. 1125(a)(l); see also Krystal Cadillac-Oldsmobile GMC Truck, Inc.v. General Motors Corp., 337 F.3d 314, 321 (3d Cir. 2003). The burden of proving that theDisclosure Statement contains adequate information falls on the Debtors. See In re Michelson,141 B.R. 715,719 (Bankr. E.D. Cal. 1992).

16. The importance of full and adequate disclosure as required by section 1125 is notto be minimized. Courts have repeatedly held that "[t]he importance of full disclosure isunderlaid by the reliance placed upon by the disclosure statement by the creditors and the court.Given this reliance, we cannot overemphasize the debtor's obligation to provide sufficient data tosatisfy the Code standard of 'adequate information."' Oneida Motor Freight, Inc. v. United

Jersey Bank, 848 F.2d 414, 417 (3d Cir. 1988); see also Momentum Mfg. Corp. v. EmployeeCreditors Comm. (In re Momentum Mfg. Corp.), 25 F.3d 1132, 1136 (2d Cir. 1994) ("Of primeimportance in the reorganization process is the principle of disclosure.").

17. "[A] proper disclosure statement must clearly and succinctly inform the averageunsecured creditor what it is going to get, when it is going to get it, and what contingencies there

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are to getting its distribution." In re Ferretti, 128 B.R. 16, 19 (Bankr. D.N.H. 1991); see also Inre Stanley Hotel, Inc., 13 B.R. 926, 929 (Bankr. D. Colo. 1981) (noting that the purpose of adisclosure statement is to inform creditors, "as fully as possible, about the probable financialresults of acceptance or rejection of a particular plan"). A disclosure statement should contain"[a]ll factors presently known to the plan proponent that bear upon the success or failure to theproposals contained in the plan." In re Microwave Prods. ofAmerica, Inc., 100 B.R. 376, 377(Bankr. W D. Tenn. 1989) (internal quotations and citation omitted); see also In re CardinalCongregate I, 121 B.R. 760, 765 (Bankr. S.D. Ohio 1990) ("Generally, a disclosure statementmust contain all pertinent information bearing on the success or failure of the proposals in theplan of reorganization.").

THE DISCLOSURE STATEMENT DOES NOT CONTAINADEQUATE INFORMATION ABOUT THE RISK OF EQUITABLEMOOTNESS, DESPITE PIERS HOLDERS' MERITORIOUS APPEALSA. PIERS Holders Have Meritorious Appeals from theCourt's September Order.

18. As noted above, both Wells Fargo and Normandy Hill have filed notices of appealfrom the Court 's September Order. This Court undoubtedly believes that the Order correctlydecided the interest rate issue. But at a minimum, for the reasons discussed below and in WellsFargo and Normandy Hill's objections (Docket Nos. 7939 and 7475, respectively), the issue isone for which a strong argument may be made on behalf of the PIERS holders.

19. First, under New York law-which governs the interpretation of the varwusindentures-courts "can and should recognize the Rule of Explicitness." In re SoutheastBanking Corp., 93 N. Y.2d 178, 186 (N.Y. 1999)4 The Rule of Explicitness requires "notice of

4 The indentures at issue are governed by New York law. E.g., In re Washington Mutual,2011 WL 4090757, at *38 n.37.

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precisely to what obligations one is agreeing to subordinate before that particular subordinationwill be enforced." Chemical Bank v. First Trust ofN Y., Nat 'I Ass 'n (In re Southeast BankingCorp.), 188 B.R. 452, 465 (Bankr. S.D. Fla. 1995).

20. According to the New York Court of Appeals, "New York law would requirespecific language in a subordination agreement to alert a junior creditor to its assumption of therisk and burden of allowing the payment of a senior creditor's post-petition interest demand." Inre Southeast Banking Corp., 93 N. Y.2d at 186. The Court of Appeals' decision was based on itsunderstanding that the Rule of Explicitness was intended "to rectify the perceived inequity thatresults when, pursuant to a subordination agreement, a junior creditor's potential distributions gofirst to satisfy post-petition interest of a senior creditor." Id. at 185. To address this inequity,courts have required "that the language of the instrument make absolutely clear that asubordinated creditor intended also to subordinate post-petition interest entitlements." !d. Othercourts have come to similar holdings, even after the enactment of section 51 O(a) of theBankruptcy Code (which some parties to this proceeding have argued undermined the Rule ofExplicitness, an argument this Court rejected). In re Bank ofNew England Corp., 404 B.R. 17,39 (Bankr. D. Mass. 2009), aff'd 426 B.R. 1 (D. Mass. 2010).

21. Here, as noted above, the Supplemental PIERS Indenture requires that PIERSholders are to be subordinated to Senior Indebtedness, defined as "principal of, premium, if any,interest (including all interest accruing subsequent to the commencement of any bankruptcy orsimilar proceeding, whether or not a claim for post-petition interest is allowable as a claim in anysuch proceeding)." Docket No. 7939, Ex. A 1.1; see also id art. VI. Although theSupplemental Indenture clearly provides that PIERS holders are subordinate to post-petitioninterest in the event of WMI's bankruptcy, it does not provide a definition of the term "interest."

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See id. art. I. Nor does it provide that such subordination must be at the interest rate set forth inthe senior instrument, as did an example of language that the court in In re Ionosphere Clubs,Inc. relied on as sufficient to put junior creditors on notice of their obligation to subordinate postpetition interest at a particular rate. 134 B.R. 528, 535 n.l4 (Bankr. S.D.N.Y. 1991) (using thefollowing illustration of "explicit language": "holders of Senior Debt shall be entitled to receivepayment in full of . . . the Senior Debt (including interest after the commencement of any suchproceeding at the rate specified in the applicable Senior Debt, whether or not such interest is anallowable claim in any such proceeding)" (emphasis added)). Nor does the SupplementalIndenture provide that the PIERS holders might be obligated to pay a higher rate of interest thanwould be allowed by a court to the senior Noteholders' on their claims for post-petition interest.

22. Second, this Court agreed with the senior Noteholders that the subordinationprovision of the Supplemental Indentures gave PIERS holders sufficient notice of the potentialapplication of two different interest rates. In re Washington Mutual, 2011 WL 4090757, at *38(holding that the "subordination provisions adequately apprised the subordinated creditors thattheir payments were subordinate to all contractual post-petition interest, even if the Courtallowed none" (emphasis in original) and thus, that creditors "were on notice that they weresubordinate to contractual post-petition interest if the Court allowed some" (emphasis added)).

23. Respectfully, this conclusion was incorrect. Notification that PIERS holderswould be subordinated to payment of "interest" (a term undefined in the SupplementalIndenture) even if the Court allowed no post-petition interest, does not notify holders thatdifferent rates of nterest might apply. To conclude otherwise requires an inferential leap.

24. Moreover, construing the term "interest" in two different ways-as the federaljudgment rate when measuring the amount of post-petition interest but as the contract rate when

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measuring the amount of intercreditor interest-contradicts the general rule of construction inNew York that the same terms appearing in different places in a contract or statute should begiven the same meaning. See, e.g., Pierre v. Providence Wash. Ins. Co., 99 N.Y.2d 222, 241(N.Y. 2002) ("Pursuant to settled federal rules of statutory construction, where the same word orphrase is used in different parts of a statute or act, the same meaning must attach to each.");Barber Asphalt Paving Co. v. Standard Asphalt Co., 39 A.D. 617, 623, 58 N.Y.S. 405, 408 (1stDep't 1899) (applying the rule to construe a contract); In re Van Hoesen 's Will, 192 Misc. 689,697, 81 N.Y.S.2d 392, 399 (Surrogate's Ct. Monroe County 1948) (applying the rule to construea will); see also Taracorp, Inc. v. NL Indus., Inc., 73 F.3d 738, 744-745 (7th Cir. 1996) ("Thisprinciple of contract interpretation parallels the principle that we use when interpreting statutesto determine the intent of legislatures: we assume that the same words have the same meaning ina given act."). Given this widely-accepted default rule, the Court should not have concluded thatPIERS holders should have expected the application of two different interest rates given thelanguage of the Supplemental Indenture, which contemplated only that PIERS holders would beobligated to pay some measure of interest if the Court decided to award none to the seniorcreditors.

25. Wells Fargo and Normandy Hill can be expected to raise these arguments amongothers in their appeals from the Court's September Order. Although the Disclosure Statementdoes mention the pending Wells Fargo and Normandy Hill appeals, see, e.g., DisclosureStatement at 5, it does not detail the reasons that Wells Fargo and Normandy Hill are appealing.

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B. If PIERS Holders Are Not Informed About the RiskThat Piers Holders' Appeals Will Be Deemed EquitablyMooted if the Plan is Confirmed, They Will Not HaveAdequate Information to Make an Informed DecisionAbout Whether to Approve or Reject the Plan.26. Despite the strength of the Wells Fargo and Normandy Hill appeals, confirmation

of the Seventh Amended Plan will risk that those appeals will be equitably mooted by the timethey are heard on appeal. The Disclosure Statement makes no reference at all to this risk.

27. As the Third Circuit has recognized, the doctrine of equitable mootness "dictatesthat an appeal should be dismissed, even if a court has jurisdiction and is in a position to grant

relief, if 'implementation of that relief would be inequitable."' In re Zenith Elecs. Corp., 329F.3d 338, 343 (3d Cir. 2003) (citing In re PWS Holding Corp., 228 F.3d 224, 236 (3d Cir.2000)). In this context, the term "mootness" serves as a "shortcut for a court's decision that thefait accompli of a plan confirmation should preclude further judicial proceedings." !d. In suchsituations, although an appellate court may be in a position to grant relief, it may decline to do sobecause a contrary ruling would lead to a perverse outcome in upsetting a plan that has beenconfirmed and substantially consummated. E.g., id. at 343-44; see also Magten Asset Mgmt.Corp. v. Northwestern Corp. (In re Northwestern Corp.), No. 03-12872 JLP, CIVA 04-1389 JJF,2006 WL 2801871, at *2 (D. Del. Sept. 29, 2006) (dismissing appeal as equitably moot); Grimesv. Genesis Health Ventures, Inc (In re Genesis Health Ventures, Inc.), 280 B.R. 339, 343 (D.Del. 2002) (same).

28. As the Third Circuit described, the doctrine has been crafted to apply in thosesituations where "a successful appeal would undo a complicated plan of reorganization." In reZenith, 329 F.3d at 347. It is particularly apt to apply the equitable mootness doctrine when theliquidation is a complex one that does not involve "discrete and relatively simple transactionsaimed at disposing of the debtor's assets in the short term." In re New Century TRS Holdings,

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Inc., 407 B.R. 576, 588 (D. Del. 2009); see also In re Zenith, 329 F.3d at 345 (describing priorappeal as equitably mooted where the "plan required eighteen months of negotiation betweenseveral parties regarding hundreds of millions of dollars, restructured the debt, assets, andmanagement of a major corporation, and successfully rejuvenated [the debtor)" and where plancould only be reversed with "great difficulty and inequity").

29. As this Court well knows, this liquidation is tremendously complex. The SeventhAmended Plan is the result ofyears of negotiations and involves billions of dollars.

30. Accordingly, it is possible that if the plan is confirmed, the appeals by WellsFargo and Normandy Hill, regardless of their underlying strength, may be found to be equitablymooted. The Disclosure Statement makes no mention at all of this risk. It is thereforeinadequate because it fails to provide PIERS holders with an understanding of "what [they are]going to get, when [they are] going to get it, and what contingencies there are to getting itsdistribution." E.g., In re Ferretti, 128 B.R. at 19. It fails to provide PIERS holders with"information of a kind, and in sufficient detail . . . that would enable . . . a hypothetical investorof the relevant class to make an informed judgment about the plan." II U.S.C. 1125(a)(l).Corrective disclosures are therefore necessary.

31. Alternatively, if the Plan were to provide for a reserve in the amount of at least$743 million, such a reserve would prevent the risk that the Wells Fargo and Normandy Hillappeals will be equitably mooted. A reserve would preserve the status quo until the appeal couldbe decided. The Disclosure Statement is inadequate because it makes no mention of the fact thata reserve of the amount at issue would eliminate the risk of equitable mootness and enablePIERS holders to approve the Plan without sacrificing significant rights. If such a reserve is notnecessary because sufficient cash exists, the Disclosure Statement should explain how that would

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be so not only on the first day after confirmation but for the many months afterward in which anappeal might be pending. In any event, corrective disclosures are necessary.

THE DISCLOSURE STATEMENT DOES NOT CONTAINADEQUATE INFORMATION REGARDING THE IMPACT OFTHE COURT'S DECISION THAT PIERS HOLDERS ARE OBLIGATEDTO PAY SENIOR CREDITORS AT CONTRACT RATES32. Seeking confirmation of the Seventh Amended Plan, the Disclosure Statement

outlines the costs from further delay in confirmation. E.g., Disclosure Statement at 10-11, 237(noting, for example, that the "detrimental effects of further delay in confirmation andconsummation of a plan in the Chapter 11 Cases-now over three years old-should not beunderestimated" and that "[e ]ach day of delay is accompanied by a continued accrual of interestand fees and the attendant depletion of estate assets and increase in total Claims, all of whichresults in eroded recoveries for the Debtors' junior-most Creditors"). The Disclosure Statementalso notes that "Debtors estimate that if the Effective Date is delayed even three (3) months pastFebruary 29, 2012, recovery for holders of Allowed PIERS Claims in Class 16 . . . will be wipedout." ld. at 10 (emphasis in original).

33. The Disclosure Statement's discussion of the costs from a delay in confirmation isone-sided, as it contains no discussion of the magnitude of the Court's decision that PIERSholders are obligated to compensate senior Noteholders at contract rates (and the SeventhAmended Plan's incorporation of that decision). Rather, it is left for PIERS holders to piecetogether that this one decision will cost PIERS holders $743 million and may have the effect ofputting equity before the PIERS holders. The Disclosure Statement must be corrected to note thefinancial impact of this issue. Only then will PIERS holders have sufficient information toenable them "to make an informed judgment about the plan," as is required by II U.S.C. ll25(a)(l ).

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RESERVATION OF RIGHTS34. To the extent that the Debtors modify, amend, or supplement the Disclosure

Statement, Whitebox hereby fully reserves its rights to file a further objection to the adequacy ofthe Disclosure Statement. Whitebox also reserves all rights to join in any objections to theadequacy of the Disclosure Statement or confirmation of the Seventh Amended Joint Plan thatmay be asserted by others.

CONCLUSIONWHEREFORE, Whitebox respectfully requests that the Court order the Debtors to issue

corrective disclosures consistent with this Objection.Dated: January 4, 2012 Respectfully submitted,

MACAULEY LLC

Thomas G. Macauley (300 Delaware Ave., S e 760Wilmington, DE 19801Telephone: (302) 656-0100Facsimile: (302) 562-6141

-and-

ROSS & ORENSTEIN LLCJeffRossJohn B. OrensteinKelly K. Pierce222 South Ninth Street, Suite 470Minneapolis, MN 55402Telephone: (612) 436-9800Facsimile: (612) 436-9819ATTORNEYS FOR WHITEBOX

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CERTIFICATE OF SERVICEI hereby certify that on this 41h day ofJanuary 2012,2011, a copy of the foregoing was

served in the marmer indicated on:Charles E. Smith, EsquireWashington Mutual, Inc.925 Fourth Avenue, Suite 2500Seattle, WA 981 04FedExBrian S. Rosen, EsquireWei! Gotshal & Manges LLP767 Fifth AvenueNew York, NY 10153Fax: (212) 310-8007Peter Calamari, EsquireQuinn Emanuel Urquhart & Sullivan, LLP55 Madison Avenue, 22"d FloorNew York, NY 10010Fax: (212) 849-7100Fred S. Hodara, EsquireAkin Gump Strauss Hauer & Field LLPOne Bryant ParkNew York, NY I 0036Fax: (212) 872-1002David B. Stratton, EsquirePepper Hamilton LLPHercules Plaza, Suite 51 001313 N. Market StreetWilmington, DE 1980 IFax: 421-8390

Robert A. Sacks, EsquireSullivan & Cromwell LLP125 Broad StreetNew York, NY I 0004Fax: (212) 558-3588

Jane Leamy, EsquireOffice of the United States Trustee844 King Street, Room 2207Lock Box 35Wilmington, DE 19899Fax: (302) 573-6497Mark D. Collins, EsquireRichards Layton & Finger P.A.One Rodney Square920 N. King StreetWilmington. DE 19801Fax: 651-7701Neil R. Lapinski, EsquireElliott GreenleafII 05 Market Street, Suite 1700Wilmington, DE 19801Fax: 384-9399Edgar G. Sargent, EsquireSusman Godfrey, L.L.P.120 I Third Avenue, Suite 3800Seattle, WA 98101Fax: (206) 516-3883William P. Bowden, EsquireAshby & Geddes, P.A.500 Delaware Avenue, 81h FloorWilmington, De 19801Fax: 654-2067Adam G. Landis, EsquireLandis Rath & Cobb LLP919 Market Street, Suite 1800Wilmington, DE 19801Fax: 467-4450

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Thomas Califano, EsquireDLA Piper US LLP1251 Avenue of the AmericasNew York, NY 10020Fax: (212) 335-4501

Blake M. Cleary, EsquireYoung Conaway Stargatt& Taylor, LLPThe Brandywine Building1000 West Street, 171h FloorWilmington, DE 1980 IFax: 571-1253

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