77. At all times relevant to the Six Year Transfers, there have been and are one or more creditors who have held and still hold matured or unmatured unsecured claims against BLMIS that were and are allowable under section 502 of the Bankruptcy Code or that were and are not allowable only under section 502(e) of the Bankruptcy Code. 78.

Ex. B) On November 15, 2013, LightSquared filed a Complaint-In-Intervention based on the same debt purchases and related conduct described in the Amended Complaint, reasserting its claim for declaratory relief against SPSO, and asserting causes of action for: (1) breach of contract, against SPSO, (2) disallowance of SPSO claims under 11 U.S.C. § 502(b), (3) equitable disallowance of SPSO’s claims, and (4) tortious interference with contractual relations, against Mr. Ergen, SPSO, DISH and EchoStar.4 (Bergman Decl. Ex.

¶ 78. Based on these extensive allegations of wrongdoing, Harbinger’s Amended Complaint asserted claims against (a) SPSO for claim disallowance under 11 U.S.C. § 502 and for equitable disallowance; (b) the DISH/EchoStar Defendants and the Ergen Defendants for fraud, tortious interference, unfair competition, and civil conspiracy; and (c) the Sound Point Defendants for aiding and abetting fraud, unfair competition, and civil conspiracy. On August 22, 2013, LightSquared intervened in the Adversary Proceeding on limited grounds.5 5 LightSquared’s Notice of Intervention, dated August 22, 2013 [Dkt.

See Request for Judicial Notice, Exhibit A. Therefore, adjudication of the Trustee’s avoidance claims in the SKPM Action is necessary to determine the allowance or disallowance of these claims. 11 U.S.C. § 502(d). While it is true that Fast Falcon has not filed a claim, Defendants’ counsel steadfastly deny that it represents Fast Falcon.

Section 502(c) provides that there shall be estimated for purposes of allowance under section 502 “any contingent or unliquidated claim, the fixing or liquidation of which, as the case may be, would unduly delay the Case 1:11-cv-00270-PGG Document 4 Filed 02/01/11 Page 14 of 30 8 administration of the case.” 11 U.S.C. § 502(c)(1). The provision is designed to produce prompt resolutions of claims so debtors can reorganize without inordinate expenditures of time and money on claims litigation.

’”) (quoting In re Gurley, 311 B.R. 910, 918 (Bankr. M.D. Fla. 2001)); 29 Pursuant to section 502(h) of the Bankruptcy Code, “[a] claim arising from the recovery of property under section 522, 550, or 553 of this title shall be determined, and shall be allowed under subsection (a), (b), or (c) of this section, or disallowed under subsection (d) or (e) of this section, the same as if such claim had arisen before the date of the filing of the petition.” 11 U.S.C. § 502(h) (2006). Case 1:05-cv-09050-LMM -RLE Document 177 Filed 12/21/07 Page 51 of 66 -42- Fleet Nat’l Bank v. Gray (In re Bankvest Capital Corp.), 375 F.3d 51, 62 (1st Cir. 2004) (creditor “entitled to pursue whatever claim it may have had in the avoided sum against the debtor” pursuant to section 502(h)).

See Fed. R. Bankr. P. 3001(f); Bankruptcy Code § 502(a), 11 U.S.C. § 502(a); Steadman v. Steadman, No. Civ. A. 02-CV-8888, 2004 WL 503512, at *2 n.1 (E.D. Pa. Mar. 15, 2004) (discussing failure to object to proof of claim); In re Laforgia, Nos. 5-95-00036, 5-95- 00976, 1998 WL 59480, at *3 (Pa. Bankr. Jan. 21, 1998) (discussing burden of the objector to come forward with evidence sufficient to rebut the presumption of validity). B. Shaw Failed to Contest SAMBA’s Cure Claim On December 20, 2000, the Bankrup tcy Court approved a letter agreement between Debtors and Shaw dated December 27, 2000 supplementing the Asset Purchase Agreement (hereinafter, the Court’s December 20, 2000 Order is referred to as the “December Order” and the letter agreement is referred to as the “December Agreement”; relevant excerpts of the December Agreement are attached as Exhibit B at B26-B348).

This cause of action falls squarely within 28 U.S.C. § 157(b)(2)(K), as it asks for a determination “of the validity, extent, or priority of liens.” Similarly, the eighth cause of action objects to the Defendants’ claims and seeks disallowance under 11 U.S.C. § 502(d) and turnover under 11 U.S.C. § 542. This cause of action is plainly encompassed within 28 U.S.C. § 157(b)(2)(B), (E) and (O).

3 billion. Case 1:12-mc-00115-JSR Document 39 Filed 04/24/12 Page 12 of 14 9 Flanagan), 503 F.3d 171, 179 (2d Cir. 2003) (“A plain reading of the statute [11 U.S.C. § 502(b)] thus suggests that the bankruptcy court should determine whether a creditor’s claim is enforceable against the debtor as of the date the bankruptcy petition was filed”); Luan Inv. S.E. v. Franklin 145 Corp. (In re Petrie Retail, Inc.), 304 F.3d 223, 230 (2d Cir. 2002) (confirming that the bankruptcy court has jurisdiction over allowance or disallowance of claims against the estate); Buena Vista TV v. Adelphia Communs.

Section 502(d) only “should be used to disallow a claim after the entity is first adjudged liable; otherwise, the court could not determine if the exception applies . . .‘[t]he legislative history and policy behind section 502(d) illustrate[ ] that the section is intended to have the coercive effect of insuring compliance with judicial orders.’” Holloway v. I.R.S. (In re Odom Antennas, Inc.), 340 F.3d 705, 708 (8th Cir. 2003) (emphasis added); see also Mktg. Res. Int’l v. PTC Corp. (In re Mktg. Res. Int’l Corp.), 35 B.R. 353, 356 (Bankr. E.D. Pa. 1984). 20 Under Federal Rule of Civil Procedure 8(c)(2), the Court may “as justice requires” treat a counterclaim as an affirmative defense.