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As noted above, the Debtor has approximately $36 million on deposit in its Bank Accounts at BB&T.

a. Original Stay Relief Motion

On October 5, 2009, the FDIC-Receiver filed its original motion for relief from the automatic stay to exercise alleged setoff rights against the Bank Accounts (the "Original Stay Relief Motion") [Doc. No. 156]. As the basis for its alleged setoff against the Bank Accounts, the FDIC-Receiver contended that (i) it held a perfected security interest in the Bank Accounts pursuant to a security agreement allegedly executed by the Debtor in favor of Colonial Bank (the "Security Agreement") and (ii) the Debtor was obligated to Colonial Bank in the amount of approximately $1 billion in connection with the Capital Maintenance Claim. On November 5, 2009, the FDIC-Receiver sought to establish the latter claim through the 365(o) Motion.

On January 11, 2010, the Debtor filed a motion for summary judgment against the FDIC- Receiver on its Original Stay Relief Motion [Doc. No. 468]. By the Agreed Order Amending Order Setting Hearing entered by the Bankruptcy Court on January 20, 2010 [Doc. No. 486], the Debtor and the FDIC-Receiver stipulated, among other things:

That the Amended and Restated Security Agreement dated as of January 1, 2009 (the "Security Agreement") and the amounts owed to Colonial Bank by the borrowers listed on Exhibit B to the Security Agreement shall not form a basis for granting relief from the stay to the FDIC-Receiver in the FDIC-Receiver's Emergency Motion for an Order Modifying the Automatic Stay [Doc. No. 156]… [Doc. No. 486, ¶1].

b. Amended Stay Relief Motion

On January 22, 2010, the FDIC-Receiver filed its amended motion for relief from the automatic stay (the "Amended Stay Relief Motion") [Doc. No. 499]. The FDIC-Receiver states that it filed the Amended Stay Relief Motion to "make clear that the FDIC-Receiver's setoff rights were not limited to claims arising from the Debtor's failure to cure its capital maintenance commitment but extended to all of the FDIC-Receiver's claims, which had since the filing of the [Original Stay Relief Motion] been set forth in a protective proof of claim." [See Doc. No. 922, pg. 17, ¶ 52].

In an agreed scheduling order on the Amended Stay Relief Motion and the 365(o) Motion setting these motions for hearing on May 26, 2010, the parties stipulated that:

8. The FDIC-Receiver has asserted claims against the Debtor in its Amended Motion for an Order Modifying the Automatic Stay [Doc. 499] and in its proof of claim, as amended (the "Additional Claims") that are in addition to the FDIC- Receiver’s claims based on the Debtor’s alleged capital maintenance commitment that were described in the FDIC-Receiver’s original motion for relief from the

automatic stay. The Debtor and the [Case] Committee stipulate that all of rights the FDIC-Receiver may have, if any, with respect to the Additional Claims shall be preserved notwithstanding the Court’s determination with respect to the Stay Relief Motion. On the basis of that stipulation, the FDIC-Receiver agrees that issues relating to the Additional Claims and any objections thereto shall not be the subject of the briefing or hearing schedule contained herein.

(emphasis added) [Doc. No. 578].

On April 26, 2010, the Debtor filed a summary judgment motion with respect to the Amended Stay Relief Motion [Doc. No. 697]. On the same day, the Debtor also filed its motion for summary judgment with respect to the 365(o) Motion.

The Court held a hearing on the Amended Stay Relief Motion concurrently with the 365(o) Motion on May 26, 2010. In ultimately denying the relief requested in the 365(o) Motion, the Bankruptcy Court ruled in its order and memorandum opinion of August 31, 2010 that, to the extent the Amended Stay Relief Motion sought relief from the automatic stay "predicated on a claim under § 365(o), the motion for relief from stay is… denied." [Doc. No. 869, pgs. 42-43]. The FDIC-Receiver also filed a notice of appeal from this portion of the Bankruptcy Court's decision. As noted above, the parties to this appeal have submitted briefs to the District Court, and the District Court has taken the matter as submitted, without oral argument.

c. Renewed Stay Relief Motion

On September 27, 2010, the FDIC-Receiver filed a renewed motion for relief from stay seeking authority to permit the FDIC-Receiver to exercise purported setoff rights against the Debtor's Bank Accounts based on the FDIC-Receiver's claims in addition to the Capital Maintenance Claim, all as outlined in the FDIC-Receiver's motion (the "Renewed Stay Relief Motion") [Doc. No. 922]. By orders of the Bankruptcy Court, the parties filed joint stipulated facts in connection with the Renewed Stay Relief Motion, submissions setting forth each party's respective version of the remaining material disputed facts, and briefs and other pleadings. The Bankruptcy Court heard argument on the Renewed Stay Relief Motion on December 14, 2010.

On January 24, 2011, the Bankruptcy Court entered an order [Doc. No. 1051] and accompanying memorandum opinion [Doc. No. 1050] denying the Renewed Stay Relief Motion. On January 25, 2011, the FDIC-Receiver filed a notice of appeal with respect to the foregoing. In connection with the FDIC-Receiver's appeal, the Bankruptcy Court entered an agreed order (previously discussed in Chapter V, Section A.1 of this Disclosure Statement) which, among other things, allows the Debtor to use balances in its Operating Account to pay certain administrative expenses in the Debtor's Chapter 11 case (up to a limit of $7 million without further order of the Bankruptcy Court) during the pendency of the FDIC-Receiver's appeal.