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Full title: Objection (related document(s): 123 Motion to Approve Compromise Under Rule 9019 Emergency Motion For Order: (1) Approving Compromise With Frantz Law Group, APLC Pursuant To Federal Rule Of Bankruptcy Procedure 9019; (2) Authorizing The Assignment Of The Estate's Interests In The filed by Trustee Elissa Miller (TR)) Filed by Creditor Stillwell Madison, LLC (Goldberg, Eric) (Entered: 01/29/2021)

Document posted on Jan 28, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Although the Motion unfortunately does not elaborate as to 13 the facts underlying the Trustee’s determination that Frantz Law Group, APLC (“Frantz”) is 14 the best firm to assign the Debtor’s interests in the Southern California Gas Leak 15 Litigation—beyond the assertion that Frantz has purportedly been “actively” involved—16 Stillwell is not currently aware of any facts that would militate against the selection of 17 Frantz. In addition, certain undisclosed facts make it difficult for creditors, such as Stillwell, 21 to assess what portion of the fees paid in connection with the Southern California Gas Lea22 Litigation will actually be included in the Joint Rep. Fees to be divided between the Estate 23 and Frantz.With respect to the proposed division of fees, i.e., 45% to the Estate and 55% to 2 Frantz, Stillwell disagrees that this split “provides for a near identical recovery of fees” as 3 provided in Frantz and the Debtor’s previous agreements.My business address is: 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, California 90067-4704 true and correct copy of the foregoing document entitled (specify): STILLWELL MADISON, LLC’S LIMITEBJECTION TO TRUSTEE’S MOTION TO APPROVE COMPROMISE WITH FRANTZ LAW GROUill be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d), andP. 5 and/or controlling LBR, on (date) _______________, I servede following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing touch service method), by facsimile transmission and/or email as follows.

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Document Contents

1 Eric D. Goldberg (SBN 157544) DLA PIPER LLP (US) 2 2000 Avenue of the Stars Suite 400 North Tower 3 Los Angeles, California 90067-4704 4 Tel: 310.595.3000 Fax: 310.595.3300 5 Email: eric.goldberg@us.dlapiper.com 6 Kate L. Benveniste (Admission to CA Bar pending) (AZ Bar No. 027284) 7 DLA Piper LLP (US) 8 2525 East Camelback Road, Suite 1000 Phoenix, Arizona 85016-4232 9 Tel: 480.606.5100 Fax: 480.606.5101 10 Email: kate.benveniste@dlapiper.com 11 Attorneys for Secured Creditor 12 Stillwell Madison, LLC 13 UNITED STATES BANKRUPTCY COURT 14 CENTRAL DISTRICT OF CALIFORNIA – LOS ANGELES DIVISION 15 16 In re: Case No. 2:20-bk-21022-SK 17 GIRARDI KEESE, Chapter 7 18 Debtor. STILLWELL MADISON, LLC’S LIMITED OBJECTION TO TRUSTEE’S MOTION TO 19 APPROVE COMPROMISE WITH FRANTZ LAW GROUP 20 Date: February 2, 2021 21 Time: 10:00 a.m. 22 Place: Zoom for Government Meeting URL: 23 https://cacb.zoomgov.com/j/1614873359 Meeting ID: 1614873359 24 Password: 123456 25 Telephone: (669) 254 5252 26 27

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1 Secured Creditor Stillwell Madison, LLC (“Stillwell”) respectfully submits this Limited 2 Objection to the Trustee’s Emergency Motion For Order: (1) Approving Compromise With 3 Frantz Law Group, APLC Pursuant To Federal Rule Of Bankruptcy Procedure 9019; 4 (2) Authorizing The Assignment Of The Estate's Interests In The Southern California Gas 5 Leak Litigation Free And Clear Of Liens, Claims And Interests Pursuant To 11 U.S.C. 6 § 363; And (3) Authorizing Rejection Of The Assumption And Lien Agreement Between Th 7 Debtor And Abir Cohen Treyzon Salo LLP Pursuant To 11 U.S.C. § 365 (Docket No. 123 8 (“Motion”)). 9 LIMITED OBJECTION 10 Stillwell generally agrees with the proposition that preservation of the Estate’s 11 interests in the Debtor’s pending cases (and in a manner that does not offend client rights) 12 is of paramount importance. Although the Motion unfortunately does not elaborate as to 13 the facts underlying the Trustee’s determination that Frantz Law Group, APLC (“Frantz”) is 14 the best firm to assign the Debtor’s interests in the Southern California Gas Leak 15 Litigation—beyond the assertion that Frantz has purportedly been “actively” involved—16 Stillwell is not currently aware of any facts that would militate against the selection of 17 Frantz. Thus, Stillwell does not challenge the Trustee’s judgment that Frantz is the most 18 appropriate choice.1 19 Stillwell does have reservations, however, regarding some aspects of the settlement20 agreement between the Trustee and Frantz as submitted. (Ex. 1 to Doc. 123, pp. 28-35 21 (“Proposed Settlement Agreement”).) The Proposed Settlement Agreement either does no22 address, or is unclear with respect to, the following critical issues: 23 24 25 26 1 For this reason, Stillwell joins the Trustee’s request that the Court reject the Assumption and Lien Agreement between the Debtor and ACTS. (Doc. 123 at 14:23-16:3; Ex. 3 to 27 Doc. 123, pp. 47-50.)

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1  There is no release of Frantz’s purported claims, which arguably leaves the door2 open for Frantz to reassert those claims after the Proposed Settlement 3 Agreement is approved; 4  There is no language confirming that existing liens against the Debtor’s interest 5 in the litigation will attach to the Estate Allocation2 to the same extent and with 6 same priority as they existed as of the Petition Date; 7  There are no limitations on whether Frantz assigns all or part of its responsibility 8 for the Southern California Gas Leak Litigation to other counsel, and if it does so9 from what portion, if any, of the fees received would that other counsel be entitle10 to payment; 11  There is no provision that any costs Frantz elected or elects to incur, 50% of 12 which would be charged against the Estate Allocation, must be approved by the 13 Trustee, or even be reasonable; and 14  Although it is implied that Frantz is obligated to advance any and all costs post-15 petition, it should be clarified that Frantz is not entitled to any interest or other 16 charges for the advancement of any costs it may have made or may make. 17 For the sake of certainty and the avoidance of doubt, Stillwell contends these issues shoul18 be expressly resolved in the Proposed Settlement Agreement or an amendment thereto 19 before the Court grants approval. 20 In addition, certain undisclosed facts make it difficult for creditors, such as Stillwell, 21 to assess what portion of the fees paid in connection with the Southern California Gas Lea22 Litigation will actually be included in the Joint Rep. Fees to be divided between the Estate 23 and Frantz. Under the Proposed Settlement Agreement, the Joint Rep. Fees are net of an24 “Referral Fees.” (Doc. 123 at 29.) Referral Fees is defined in the Proposed Settlement 25 Agreement as “referral fees owing to third parties pursuant to enforceable and documented26 27 2 Defined in the proposed Settlement Agreement as 45% of the Joint Rep. Fees. (Doc. 123at 30.)

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1 With respect to the proposed division of fees, i.e., 45% to the Estate and 55% to 2 Frantz, Stillwell disagrees that this split “provides for a near identical recovery of fees” as 3 provided in Frantz and the Debtor’s previous agreements. (Doc. 123 at 2:15-17 (emphasis4 added).) The Joint Representation Agreements being modified here provide for a 50/50 5 split; a reduction from 50% to 45% could result in a multi-million-dollar difference to the 6 Estate. Notwithstanding Stillwell’s disagreement with the Trustee’s characterization, 7 Stillwell does not object to the proposed split, subject to a satisfactory resolution of the 8 above listed issues and the advance disclosure of any and all Referral Fees. 9 10 Dated: January 29, 2021 DLA PIPER LLP (US) 11 12 /s/ Eric D. Goldberg 13 Eric D. Goldberg Kate L. Benveniste 14 Attorneys for Secured Creditor Stillwell Madison, LLC 15 16 17 18 19 20 21 22 23 24 25 26 27

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PROOF OF SERVICE OF DOCUMENT am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 2000 Avenue of the Stars Suite 400 North Tower Los Angeles, California 90067-4704 true and correct copy of the foregoing document entitled (specify): STILLWELL MADISON, LLC’S LIMITEBJECTION TO TRUSTEE’S MOTION TO APPROVE COMPROMISE WITH FRANTZ LAW GROUill be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d), and (b) ie manner stated below: . TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General rders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On January 9, 2021, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the llowing persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:  Richard D Buckley richard.buckley@arentfox.com  Marie E Christiansen mchristiansen@vedderprice.com, ecfladocket@vedderprice.com, marie-christiansen-4166@ed.pacerpro.com  Jennifer Witherell Crastz jcrastz@hrhlaw.com  Ashleigh A Danker Ashleigh.danker@dinsmore.com, SDCMLFiles@DINSMORE.COM,Katrice.ortiz@dinsmore.com  Clifford S Davidson csdavidson@swlaw.com, jlanglois@swlaw.com, cliff-davidson-7586@ed.pacerpro.com  Lei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com, gcruz@swelawfirm.com; jchung@swelawfirm.com  Richard W Esterkin richard.estericin@morgantewis.com  Timothy W Evanston tevanston@swelawfirm.com, gcruz@swelawfirm.com, lgarrett@swelawfirm.com; jchung@swelawfirm.com  Eric D Goldberg eric.goldberg@dlapiper.com, eric-goldberg-1103@eapacerpro.com  Andrew Goodman agoodman@andyglaw.com, goodmanandrewr102467@notify.bestcase.com  Steven T Gubner sgubner@bg.law, ecf@bg.law  Marshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com  Razmig Izakellan razmigizakelian@quinnemanuel.com  Lewis R Landau Lew@Landaunet.com  Daniel A Lev diev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com, dlev@ectinforuptcy.com  Peter J Mastan peter.mastan@dinsmore.com, SDCMLFiles@dinsmore.com, Katrice.ortiz@dinsmore.com  Edith R Matthai ematthai@romalaw.com  Kenneth Miller kmiller@pmcos.com, efilings@pmcos.com  Elissa Miller (TR) CA71@edcbis.com, MillerTrustee@Sulmeyerlaw.com, C124@ecfcbis.com, ccaldwell@suimeyerlaw.com  Eric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com  Scott H Olson solson@vedderprice.com, scott-olson-2161@eapacerpro.com, ecfsfdocket@vedderprice.com, nortega@vedderprice.com  Leonard Pena lpena@penalaw.com, penasomaecf@gmall.commenalr72746@notify.bestcase.com  Michael J. Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com, michael-quinn-2870@eapacerpro.com  Ronald N Richards ron@ronaldrichards.com, morani@ronaldrichards.conjustin@ronaldrichards.com  Philip E Strok pstrok@swelawfirm.com, gcruz@swelawfirncom, lgarrett@swelawfirm.comjchung@swelawfirm.com  United States Trustee (LA) ustpregion16.1a.ed@usdoi.gov  Eric D Winston ericwinston@quinnemanuel.com  Christopher K.S. Wong christopher.wong@arentfox.com, yvonne.li@arentfox.com  Timothy J Yoo tjy@lnbyb.com  Andrew W. Zepeda azepeda@lurie-zepeda.com

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. SERVED BY UNITED STATES MAIL: On January 29, 2021, I served the following persons and/or entities at the last nown addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed nvelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here onstitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Rafey BalabanIan Edelson PC 123 Townsend St Ste 100 San Francisco, CA 94107 James J Finsten Lurie, Zepeda, Schmalz, Hogan & Martin 1875 Century Park E Ste 2100 Los Angeles, CA 90067 Girardi Keese 1126 Wilshire Blvd Los Angeles, CA 90017 . SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method r each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) _______________, I servede following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing touch service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration at personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is led. declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. January 29, 2021 Eric D. Goldberg /s/ Eric D. Goldberg Date Printed Name Signature

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