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12-12321-mg

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Main Document

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In re

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Case No. Reporting Period: 12-12321 July 1, 2012 - July 31, 2012

Main Document

DEWEY & LEBOEUF LLP Debtor

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS


Amounts reported should be from the debtors books and not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH ACTUAL column must equal the sum of the four bank account columns. Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CONT)] This schedule of cash receipts and disbursements includes domestic bank accounts related to the Debtor's operations. Excluded accounts are either inactive, held by foreign offices outside of the Debtor's control or held by non-Debtor affiliates.

BANK ACCOUNTS (See NOTE 1)


JP Morgan Depository #2983 ACCOUNT NUMBER (LAST 4) Citibank Operating #1596 BofA Lockbox #4559 JP Morgan Client Proceeds Account #2613 JP Morgan Disbursement ZBA #9750 Other (Non-operating, Inactive Accounts) CURRENT MONTH ACTUAL (TOTAL OF ALL ACCOUNTS) Foreign Offices

(See NOTE 4)

(See NOTE 3)

CASH - BEGINNING OF MONTH (7/1) RECEIPTS CASH SALES ACCOUNTS RECEIVABLE (See NOTE 2) LOANS AND ADVANCES OTHER TRANSFERS TOTAL RECEIPTS DISBURSEMENTS WIND DOWN COMPENSATION DISSOLUTION COMMITTEE BENEFITS EMPLOYEE EXPENSE REIMBURSEMENTS OCCUPANCY EXPENSES DATACENTER / DR CO-LO LEASED EQUIPMENT PROFESSIONAL LIABILITY INSURANCE GENERAL INSURANCE IT / CRITICAL SYSTEMS RECORD MANAGEMENT / STORAGE COMMUNICATION PROFESSIONAL FEES TAXES OTHER OPERATING EXPENSES BANK FEES VOIDED CHECKS CASH FLOW SWEEP TOTAL DISBURSEMENTS NET CASH FLOW (RECEIPTS LESS DISBURSEMENTS) CASH END OF MONTH (7/31)

2,871,034

2,661,089

400,921

23,624,130

(244,247)

(142,697)

29,170,230 19,488,732 404,044 19,892,777 535,686 269,997 209,735 36,324 271,850 119,256 21,069 974,834 110,767 102,923 142,213 44,104 383,830 217,971 34,668 30,614 (446,707) 25,716,000 28,775,134 (8,882,357)

738,462 159,349 33,778 193,127 7,609 6,619 35,988 897 51,112 142,015

15,532,898 292,353 (11,786,067) 4,039,184 535,686 269,997 187,981 34,162 271,850 119,256 974,834 105,235 76,773 142,213 27,176 383,830 17,391 14,138 (1,534) 3,158,988 880,195

1,178,424 112,024 1,290,448

2,777,410 379 14,170,451 14,170,830 (711) (276,820) (277,532)

(2,170,451) 606,959

62,887 62,887

21,386

367 2,163

21,069 5,532 26,150 16,929 217,971 17,222 1,684 301 (445,173) 35,932 1,254,516 1,684 605,275 25,716,000 25,716,301 (11,545,471) 307,402 (244,514) (445,173) 167,642

55 14,491

3,751,230

3,915,605

1,006,196

12,078,659

(488,762)

24,945

20,287,873

880,477

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN)

TOTAL DISBURSEMENTS LESS: TRANSFERS TO OTHER DEBTOR IN POSSESSION ACCOUNTS PLUS: PREPAYMENT REVERSALS (i.e. from escrow accounts) PLUS: FOREIGN OFFICE DISBURSEMENTS (See NOTE 4) TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE

28,775,134 51,112 28,826,246

NOTE 1: Includes bank accounts related to the Debtor's operations. Excluded accounts are those held by foreign offices outside of the Debtor's control or held by nonDebtor affiliates. NOTE 2: Accounts receivables invoiced post-petition and collected within the current reporting period was approximately $3.9 million. NOTE 3: Beginning book balance includes reclassifications and adjustments to June balances. July activity reflects the closing of accounts and transfers to operating accounts. NOTE 4: Foreign office disbursements for the current reporting period are compromised of disbursements made from the Debtors Frankfurt, Germany office bank accounts. All cash balances and cash receipts and disbursements were translated into US Dollars at the average rate for July (1.2309). There were no differences

FORM MOR-1 2/2008 PAGE 2 OF 10

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Case No. Reporting Period: 12-12321 July 1, 2012 - July 31, 2012

Main Document

DEWEY & LEBOEUF LLP Debtor

BANK RECONCILIATIONS
Continuation Sheet for MOR-1
A bank reconciliation must be included for each bank account. The debtor's bank reconciliation may be substituted for this page. (Bank account numbers may be redacted to last four numbers.) Closing balances as of 7/31/2012

JP Morgan Depository

Citibank Operating

BofA Lockbox

JP Morgan Client Proceeds Account


#2613

JP Morgan Disbursement ZBA


#9750

Other Accounts

Foreign Offices

#2983

#1596

#4559

BALANCE PER BOOKS BANK BALANCE (+) DEPOSITS IN TRANSIT (-) OUTSTANDING CHECKS OTHER (ATTACH EXPLANATION) ADJUSTED BANK BALANCE *

3,751,230 3,601,027

3,915,605 4,194,253

1,006,196 996,699

12,078,659 12,078,659

(488,762) -

24,945 22,053

880,477 880,477

(10,425) 160,628

(166,753) (111,895) 9,497

(488,762) 2,892

3,751,230

3,915,605

1,006,196

12,078,659

(488,762)

24,945

880,477

*"Adjusted Bank Balance" must equal "Balance per Books" DEPOSITS IN TRANSIT (Available upon request) Date Amount Date Amount Amount Amount

CHECKS OUTSTANDING (Available upon request)

Ck. #

Amount

Ck. #

Amount

Amount

Amount

OTHER (Available upon request)

FORM MOR-1 (CONT.) 2/2008 PAGE 3 OF 10

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Case No. Reporting Period:

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DEWEY & LEBOEUF LLP Debtor

12-12321 July 1, 2012 - July 31, 2012

The Debtor's books and records are reported on a global, firmwide basis. As such, this statement of operations is reported on a consolidated basis, which includes the Debtor's domestic and foreign offices, as well as non-Debtor affiliates. The Debtor prepares its financials on a cash basis and records revenue when cash from customers is received and when expenses are paid in cash (other than depreciation). CONSOLIDATED STATEMENT OF OPERATIONS CUMULATIVE FILING TO DATE $ 39,939,115

Fees Collected (See NOTE 5) Operating expenses disbursed: Employees: Salaries and overtime: Associates Legal assistants Other staff (see schedule) Benefits and other employee expenses Total employee expenses Occupancy expenses (See NOTE 6) Office operating expenses Depreciation and amortization Expense reimbursements Insurance Taxes Professional services Uncollectible client disbursements written-off, net of write-ups Total operating expenses Excess of fees collected over operating expenses Non-operating expenses (income): Interest, net (See NOTE 7) Payments to retired partners, former partners and the estates or families of former partners Retainer of counsel Other, net (See NOTE 8) Total non-operating expenses Excess of fees collected over operating and non operating expenses (See NOTE 5) BREAKDOWN OF OTHER CATEGORY OTHER STAFF
ADMINISTRATION SUPPORT STAFF OVERTIME

JULY 31, 2012 $ 20,631,648

12,917 38,694 937,501 (66,497) 922,614 1,288,291 77,924 173,518 48,567 1,030,885 211,395 515,405 17,914 4,286,512 16,345,137

84,308 143,530 2,371,261 327,597 2,926,696 1,854,451 291,616 545,418 68,852 2,688,593 29,304 881,379 2,636 9,288,945 30,650,169

242,638 59,733,528 59,976,166 $ (43,631,030) $

242,638 60,427,169 60,669,807 (30,019,637)

874,306 59,108 4,087

2,067,514 287,237 16,510

NOTE 5: Reported on a consolidated firmwide basis, including domestic and foreign offices, as well as nonDebtor affiliates. Book balances may not reflect actual cash activity of foreign locations. NOTE 6: Includes approximately $751K of postpetition funding of drawn letters of credit. NOTE 7: Includes payments on swaps and fees related to debt repayment. NOTE 8: Includes write-offs related to the abandonment of furniture, fixtures and equipment and leasehold improvements pursuant to court order.

FORM MOR-2 2/2008 PAGE 4 OF 10

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Case No. Reporting Period: 12-12321 July 1, 2012 - July 31, 2012

Main Document

DEWEY & LEBOEUF LLP Debtor

The Debtor's books and records are reported on a global, firmwide basis. As such, this balance sheet is presented on a consolidated basis, which includes the Debtor's domestic and foreign offices, as well as non-Debtor affiliates. The Debtor prepares its reports on a cash basis and records revenue when cash from customers is received and when expenses are paid in cash. Therefore, the Debtor does not accrue payables on its balance sheet. For unpaid payables please refer to Form MOR-4.
BALANCE SHEET
ASSETS BOOK VALUE AT END OF CURRENT REPORTING MONTH BOOK VALUE AT END OF PRIOR REPORTING MONTH BOOK VALUE ON PETITION DATE OR SCHEDULED

CURRENT ASSETS

Cash and cash equivalents - unrestricted domestic Cash and cash equivalents - restricted domestic (See NOTE 9) Cash and cash equivalents - foreign (See NOTE 10) Accounts receivable (client expenses) (See NOTE 11) Other receivables and loans Prepaid expenses and deposits Other assets-short term TOTAL CURRENT ASSETS
PROPERTY & EQUIPMENT

8,209,214 12,078,659 8,798,078 16,367,617 27,744,525 26,150,501 99,348,594 6,846,579 2,161,502 2,541,425 6,466,656 12,674,519 12,674,519 118,489,769
BOOK VALUE AT END OF CURRENT REPORTING MONTH

5,699,809 23,624,130 7,674,921 17,497,838 29,181,755 26,162,320 109,840,773 87,470,246 64,400,151 93,360,048 58,510,349 17,853,031 17,853,031 186,204,154
BOOK VALUE AT END OF PRIOR REPORTING MONTH

3,743,758 11,901,441 5,015,463 18,107,317 31,836,085 26,162,320 96,766,385 87,470,246 64,400,151 92,988,147 58,882,250 17,853,031 17,853,031 173,501,666
BOOK VALUE ON PETITION DATE

Furniture, Fixtures and Office Equipment Leasehold Improvements Less: Accumulated Depreciation TOTAL PROPERTY & EQUIPMENT (See NOTE 12)
OTHER ASSETS

Amounts due from Insiders* Other Assets (attach schedule) TOTAL OTHER ASSETS TOTAL ASSETS
LIABILITIES AND OWNER EQUITY

LIABILITIES NOT SUBJECT TO COMPROMISE (Postpetition)

Accounts Payable (refer to FORM MOR-4) Taxes Payable (refer to FORM MOR-4) Wages Payable Notes Payable Rent / Leases - Building/Equipment Secured Debt / Adequate Protection Payments Professional Fees Amounts Due to Insiders* Other Post-petition Liabilities (attach schedule) TOTAL POST-PETITION LIABILITIES
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)

206,768,784 14,768,874 221,537,658 221,537,658 (103,233,764) 185,876 (103,047,889) 118,489,769

231,390,634 14,421,325 245,811,959 245,811,959 (59,793,680) 185,876 (59,607,804) 186,204,154

231,390,634 15,038,212 246,428,846 246,428,846 (73,113,055) 185,876 (72,927,180) 173,501,666

Secured Debt (See NOTE 13) Priority Debt Unsecured Debt (See NOTE 14) TOTAL PRE-PETITION LIABILITIES TOTAL LIABILITIES
OWNERS' EQUITY

Capital Stock Additional Paid-In Capital Partners' Capital Account (See NOTE 15) Retirement Accounts Adjustments to Owner Equity (attach schedule) Post-petition Contributions (attach schedule) NET OWNERS EQUITY TOTAL LIABILITIES AND OWNERS' EQUITY
*"Insider" is defined in 11 U.S.C. Section 101(31).

NOTE 9: Cash that is restricted for a specific use and not available to fund operations. NOTE 10: Includes bank accounts held by foreign offices or held by non-Debtor affiliates. Book balances may not reflect actual cash available at foreign accounts the Debtor does not control. NOTE 11: The Debtor prepares its reports on a cash basis, and as such, accounts receivable and work-in-progress is not recorded to the balance sheet. A separate schedule is maintained and available upon request NOTE 12: Reflects the abandonment of furniture, fixtures and equipment and leasehold improvements pursuant to court order. NOTE 13: Reflects the pay-down of debt pursuant to court order as well as postpetition funding of drawn letters of credit. NOTE 14: Decrease was a result of postpetition payments made on prepetition VAT payables of foreign, non-debtor entities. NOTE 15: Change is due to a net loss recorded during the period plus a reclassification.

FORM MOR-3 2/2008 PAGE 5 OF 10

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Case No. Reporting Period: 12-12321 July 1, 2012 - July 31, 2012

Main Document

DEWEY & LEBOEUF LLP Debtor BALANCE SHEET - continuation section


ASSETS

BOOK VALUE AT END OF CURRENT REPORTING MONTH 5,318,636 6,252,448 0 1,107,428 (3,993)

BOOK VALUE AT END OF PRIOR REPORTING MONTH 5,318,636 4,387,670 722,113 6,321,178 0 1,107,428 (3,993)

BOOK VALUE ON PETITION DATE

Other Assets
INVESTMENT - BAR LTD (See NOTE 16) DEFERRED REAL ESTATE COMMISSION (See NOTE 17) DEFERRED LEASE ACQUISITION COSTS (See NOTE 17) DEFFERED COMBINATION COST RECEIVABLE PREPAID EXPENSE LONG TERM PORTION DEFERRED REVOLVER AND PRIVATE PLACEMENT FEES RECEIVABLE FROM RELATED PARTIES 5,318,636 4,387,670 722,113 6,321,178 0 1,107,428 (3,993)

NOTE 16: Based on historical cost basis. NOTE 17: Balances are written off pursuant to court-ordered abandonement of property leases.

FORM MOR-3 2/2008 PAGE 6 OF 10

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Case No. Reporting Period: STATUS OF POST-PETITION TAXES

Main Document

DEWEY & LEBOEUF LLP Debtor

12-12321 July 1, 2012 - July 31, 2012

The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero. Attach photocopies of IRS Form 6123 or payment receipt to verify payment or deposit of federal payroll taxes. Attach photocopies of any tax returns filed during the reporting period.

Federal

Beginning Tax
-

Amount Withheld and/or Accrued


-

Amount Paid
88,276 23,675 31,538 143,489 29,240 11,054 -

Dates Paid
7/15/12, 7/31/12 7/15/12, 7/31/12 7/15/12, 7/31/12

Check # or EFT

Ending Tax
-

Withholding FICA/Medicare-Employee FICA/Medicare-Employer Unemployment Income Other: Total Federal Taxes


State and Local

Withholding Local Excise Unemployment Real Property Personal Property Other:State Disability Insurance Total State and Local Total Taxes

7/15/12, 7/31/12 7/15/12, 7/31/12

138 40,432 183,921

7/15/12, 7/31/12 -

SUMMARY OF UNPAID POST-PETITION DEBTS


Attach aged listing of accounts payable. Number of Days Past Due Current 0-30 18,033 22,387 91,903 132,323 47,171 3,186,530 3,262,652 31-60 61-90 Over 91 Total 46,983 47,171 22,387 91,903 3,186,530 3,394,975

Accounts Payable Wages Payable Taxes Payable (See NOTE 18) Rent/Leases-Building Rent/Leases-Equipment Secured Debt/Adequate Protection Payments Professional Fees Amounts Due to Insiders Other: Total Post-petition Debts

28,950

NOTE 18: Value-Added Tax (VAT) associated with receivables collected in Frankfurt; translated into US Dollars using a 1.2309 exchange rate.

FORM MOR-4 2/2008 PAGE 7 OF 10

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Case No. Reporting Period:

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DEWEY & LEBOEUF LLP Debtor

12-12321 July 1, 2012 - July 31, 2012

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING


Accounts Receivable Reconciliation (See NOTE 19) Total Accounts Receivable and WIP at the beginning of the reporting period (See NOTE 20) Less: Amounts collected during the period (See NOTE 21) Less: Prior collections applied to current invoices Less: Write-offs / Adjustments (See NOTE 22) Total Accounts Receivable and WIP at the end of the reporting period Amount 325,650,011 21,071,733 4,599,808 41,105,599 258,872,871

Accounts Receivable Aging Accounts Receivable and WIP (See NOTE 19) Total Accounts Receivable and WIP Less: Bad Debts (Amount considered uncollectible) Net Accounts Receivable and WIP

0-30 Days 13,461,369 13,461,369 13,461,369

31-60 Days 28,338,696 28,338,696 28,338,696

61-90 Days 26,029,106 26,029,106 26,029,106

91+ Days 191,043,700 191,043,700 191,043,700

Total 258,872,871 258,872,871 258,872,871

NOTE 19: Accounts receivable and Work-in-progress (WIP) represents gross fees and expenses that are billed and unbilled, respectively, by the Debtor entity and includes balances from domestic offices, foreign branch offices and foreign non-debtor affiliates. Gross amounts exclude interim and unallocated balances (e.g. retainers). NOTE 20: Includes WIP balance of $120 million from the June operating report. NOTE 21: Includes collections of both fees and expenses firmwide, including domestic and foreign offices and non-debtor entities. NOTE 22: Includes domestic write-offs and adjustments to foreign office balances related to write-offs, amounts collected prepetition and balances assigned pursuant to the prepetition sale of foreign offices.

TAXES RECONCILIATION AND AGING


Taxes Payable 0 - 30 days old 31 - 60 days old 61 - 90 days old 91+ days old Total Taxes Payable Total Accounts Payable 0-30 Days 31-60 Days 61-90 Days 91+ Days Total 3,394,975

FORM MOR-5 2/2008 PAGE 8 OF 10

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Case No. Reporting Period: 12-12321 July 1, 2012 - July 31, 2012

Main Document

PAYMENTS TO INSIDERS AND PROFESSIONALS


Of the total disbursements shown on the Cash Receipts and Disbursements Report (MOR-1) list the amount paid to insiders (as defined in Section 101(31) (A)-(F) of the U.S. Bankruptcy Code) and to professionals. For payments to insiders, identify the type of compensation paid (e.g. Salary, Bonus, Commissions, Insurance, Housing Allowance, Travel, Car Allowance, Etc.). Attach additional sheets if necessary.

INSIDERS NAME STEVE HORVATH STEVE HORVATH JANIS MEYER JANIS MEYER TYPE OF PAYMENT AMOUNT PAID SALARY 183,240 EXPENSE REIMBURSMENT 26,632 SALARY 86,757 EXPENSE REIMBURSMENT 393 TOTAL PAID TO DATE 373,240 50,196 142,757 393

TOTAL PAYMENTS TO INSIDERS

297,023

566,586

PROFESSIONALS TOTAL PAID TO DATE (INCLUDING APPLICATION OF RETAINER) 47,053 336,777 238,000 621,830

NAME ON SITE ASSOCIATES (See NOTE 22) FTI CONSULTING TOGUT, SEGAL & SEGAL ZOLFO COOPER EPIQ SYSTEMS GOLDIN ASSOCIATES DEVELOPMENT SPECIALISTS, INC. (DSI) KRAMER, LEVIN, NAFTALIS & FRANKEL BINGHAM ALLEN & OVERY (See NOTE 23) DELOITTE BROWN RUDNICK KASOWITZ, BENSON, TORRES & FRIEDMAN KEIGHTLEY & ASHNER TOTAL PAYMENTS TO PROFESSIONALS

BEGINNING RETAINER BALANCE 122,947 400,000 285,000 8,309 109,398 268,000 7,957 1,201,612

INVOICE AMOUNTS 356,112 336,777 872,700 160,745 238,000 532,102 273,962 8,149 707,114 202,779 119,920 3,808,360

AMOUNT PAID (See NOTE 22) 47,053 336,777 383,830

RETAINER APPLIED 238,000 238,000

TOTAL INCURRED & UNPAID* 309,059 872,700 160,745 532,102 273,962 8,149 707,114 202,779 119,920 3,186,530

* INCLUDE ALL FEES INCURRED, BOTH APPROVED AND UNAPPROVED

NOTE 22: On Site Associates received $27,052.74 of its $150,000.00 retainer post-petition pursuant to court order. NOTE 23: Invoice in British Pounds; converted to USD using 1.568x exchange rate

POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE AND ADEQUATE PROTECTION PAYMENTS
SCHEDULED MONTHLY PAYMENT DUE AMOUNT PAID DURING MONTH

NAME OF CREDITOR

SECURED CREDITOR - NOTES SECURED CREDITOR - REVOLVER

17,945,406 7,429,088

TOTAL PAYMENTS

25,374,494

FORM MOR-6 2/2008 PAGE 1 OF 1

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Case No. Reporting Period:

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DEWEY & LEBOEUF LLP Debtor

12-12321 May 28, 2012 - June 30, 2012

DEBTOR QUESTIONNAIRE
Must be completed each month. If the answer to any of the questions is Yes, provide a detailed explanation of each item. Attach additional sheets if necessary. Have any assets been sold or transferred outside the normal course of business this reporting period? X X X Yes No Explanation

X 1

In conjunction with vacating Frankfurt office space, some furniture and equipment was sold.

Have any funds been disbursed from any account other than a debtor in 2 possession account this reporting period? Is the Debtor delinquent in the timely filing of any post-petition tax 3 returns? Are workers compensation, general liability or other necessary insurance 4 coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies? 5 Is the Debtor delinquent in paying any insurance premium payment? Have any payments been made on pre-petition liabilities this reporting 6 period? Are any post petition receivables (accounts, notes or loans) due from 7 related parties? 8 Are any post petition payroll taxes past due? 9 Are any post petition State or Federal income taxes past due? 10 Are any post petition real estate taxes past due? 11 Are any other post petition taxes past due? 12 Have any pre-petition taxes been paid during this reporting period? 13 Are any amounts owed to post petition creditors delinquent? 14 Are any wage payments past due? Have any post petition loans been been received by the Debtor from any 15 party? 16 Is the Debtor delinquent in paying any U.S. Trustee fees? Is the Debtor delinquent with any court ordered payments to attorneys or 17 other professionals? Have the owners or shareholders received any compensation outside of 18 the normal course of business?

X X X X X X X X X X X X X X Yes, pursuant to court order. Yes, stub period for post petition occupancy tax. Yes, pursuant to court order.

FORM MOR-7 2/2008 PAGE 10 OF 10

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