STIPULATION AND CONSENT ORDER REVISING SCHEDULE FOR RESPONSES REGARDING (i) DEFENDANTS' JOINT MOTION TO DISMISS FIRST AMENDED COMPLAINT AND (ii) DEFENDANTS' MOTION TO WITHDRAW THE REFERENCE

DUNCAN W. KEIR, Bankruptcy Judge.

WHEREAS, on April 30, 2011, Joel I. Sher, in his capacity as Chapter 11 Trustee for Debtors (the "Trustee"), filed a Complaint against the above-captioned defendants (the "Defendants"), which was subsequently amended by the filing of an Amended Complaint on June 8, 2011;

WHEREAS, on May 19, 2011, the Court entered a Stipulation and Consent Order Regarding Schedule for Defendants to Respond to Complaint and Motion to Intervene (the "Original Scheduling Order"), which, among other things, set agreed deadlines for Defendants to respond to the Amended Complaint, and, in the event Defendants filed a motion to dismiss, a briefing schedule for subsequent responses and replies in connection with such motions;

WHEREAS, on September 2, 2011, the Court entered a Stipulation Revising Schedule for Defendants to Respond to Complaint (the "First Amended Scheduling Order"), which extended the deadlines provided in the Original Scheduling Order by six (6) days;

WHEREAS, on September 12, 2011, Defendants jointly filed under seal the Defendant's Joint Motion to Dismiss First Amended Complaint, along with (i) Defendants' Memorandum of Law in Support of Joint Motion to Dismiss First Amended Complaint, (ii) Defendants Citigroup Global Markets, Inc.'s and Citigroup Global Markets Limited's Supplemental Memorandum of Law in Support of Motion to Dismiss First Amended Complaint and (iii) related declarations (collectively the "Motion to Dismiss");

WHEREAS, the First Amended Scheduling Order provides, among other things, that (i) the Trustee shall file an opposition(s) or other permitted response to the Motion to Dismiss the ("Trustee's Opposition to Dismissal"), on or before ninety 90 days following the filing of the Motion to Dismiss, i.e., on or before December 12, 2011; and (ii) Defendants shall file a reply or replies to the Trustee's Opposition to Dismissal on or before 45 days following the filing of the Trustee's Opposition to Dismissal, i.e., on or before January 26, 2012 (assuming the Trustee's Opposition to Dismissal is filed on December 12, 2011);

WHEREAS, on October 26, 2011, Defendants jointly filed a motion to withdraw the reference of the above-captioned adversary proceeding (the "Withdrawal Motion"), to which the Trustee would have 17 days to file an opposition(s) or other permitted response (the "Trustee's Opposition to Withdrawal"), pursuant to Local Rule 9013-1; and

WHEREAS, in consideration of the pending Motion to Dismiss and Withdrawal Motion, the parties have agreed to revise the First Amended Scheduling Order.

IT IS HEREBY STIPULATED AND ORDERED that —

(1) the Trustee shall, on or before December 12, 2011, file the Trustee's Opposition to Dismissal;

(2) the Trustee shall, on or before December 15, 2011, file the Trustee's Opposition to Withdrawal (and shall not assert any argument concerning the timeliness of the Withdrawal Motion);

(3) Defendants (each or collectively) shall have until January 9, 2012 to file a reply or replies to the Trustee's Opposition to Withdrawal;

(4) Defendants (each or collectively) shall have until February 14, 2012 to file a reply or replies to the Trustee's Opposition to Dismissal;

(5) except as otherwise expressly set forth herein, the provisions of the Original Scheduling Order, as modified by the First Amended Scheduling Order, shall remain in full force and effect; and

(6) the parties reserve their respective right to seek further modifications of the terms of this Stipulation and Consent Order.

SO ORDERED.