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Full title: Motion to Use Cash Collateral - Motion for Order Approving Stipulations for Use of Cash Collateral and Authorizationg Use of Cash Collateral Pursuant to 11 U.S.C. § 363 and Federal Rule of Bankruptcy Procedure 4001(b) and (d); Memorandum of Points and Authorities; Declarations of Elissa D. Miller and Philip E. Strok in Support with Proof of Service Filed by Trustee Elissa Miller (TR) (Strok, Philip) (Entered: 02/10/2021)

Document posted on Feb 9, 2021 in the bankruptcy, 53 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

To effectively transition the cases and to file notices of lien to protect and20 preserve the Estate's interests in fees and costs, the Trustee needs continued access to 21 the Debtor's case files, cost ledgers, and other critical information.All rights and arguments of the Trustee, on behalf of the Estate, to a, C 00   es 10 15 challenge or dispute the validity, priority, scope or extent of the security interests asserteM 5‐ osta  4 44 16 by the alleged secured creditor, including without limitation, in the Debtor's postpetition C 1 7 el   T 17 receipts and cash, or that the use of cash collateral has resulted in the diminution of the 18 value of the alleged secured creditor's prepetition liens, are preserved.Moreover, as discussed below, the Trustee is further authorized 19 to use cash collateral because any other alleged secured creditors of the Debtor will be 20 adequately protected.In order to preserve the value of these assets, the Trustee has been negotiating 23 with different law firms to represent the Debtor's clients, with the goal of transferring thes24 cases so that the clients have representation and so that the Estate can receive the 25 Debtor's attorneys' fees and costs in an amount that is fixed and certain, which would be26 a vast improvement from what would otherwise be undefined quantum meruit claims, if 27 any.All rights and arguments of the Trustee, on behalf of the Estate, to 8 challenge or dispute (a) the validity, priority, scope or extent of the security interests 9 asserted by any alleged secured creditor including, without limitation, in the Debtor's 10 post-petition receipts and cash, or (b) that the use of cash collateral has resulted in the 11 diminution of the value of the alleged secured creditor's prepetition lien(s), are preserved;

List of Tables

Document Contents

1 SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall, State Bar No. 163047 2 lekvall@swelawfirm.com Philip E. Strok, State Bar No. 169296 3 pstrok@swelawfirm.com Timothy W. Evanston, State Bar No. 319342 4 tevanston@swelawfirm.com 3200 Park Center Drive, Suite 250 5 Costa Mesa, California 92626 Telephone: 714 445-1000 6 Facsimile: 714 445-1002 7 Attorneys for Elissa D. Miller, Chapter 7 Trustee 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 LOS ANGELES DIVISION 11 In re Case No. 2:20-bk-21022-BR 2  0 12 0 92626  4 445‐1 13 G IRARDI KEESE, C hapter 7 alifornia  •  Fax 71 14 Debtor. MSTOIPTUIOLNA TFOIORN SO RFDOERR U ASPEP ORFO CVAINSGH a, C 00   COLLATERAL AND AUTHORIZING USE es 10 15 OF CASH COLLATERAL PURSUANT osta M 4 445‐ 16 TROU L1E1 OUF.S B.CA. N§K 3R63U PATNCDY F PERDOECREADLU RE C 1 7 el   4001(b) AND (d); MEMORANDUM OF T 17 POINTS AND AUTHORITIES; DECLARATIONS OF ELISSA D. MILLER 18 AND PHILIP E. STROK IN SUPPORT 19 [Application for Order Setting Hearing on Shortened Notice Concurrently 20 Filed] 21 Date: To be set Time: To be set 22 Ctrm.: 1668 via ZoomGov 255 E. Temple Street 23 Los Angeles, CA 90012 24 Web Address: https://cacb.zoomgov.com Meeting ID: To be set 25 Password: To be set Telephone: To be set 26 27

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1 TABLE OF CONTENTS Pag 2 3 I.  INTRODUCTION .................................................................................................... 4 II.  FACTUAL BACKGROUND ..................................................................................... 5 A.  The Debtor's Involuntary Bankruptcy Case .................................................. 6 B.  The Debtor's Primary Assets ........................................................................ 7 C.  State of the Debtor's Office .......................................................................... 8 D.  The Cash Collateral Stipulations .................................................................. 9 E.  Federal Rule of Bankruptcy Procedure 4001(b) Disclosures ........................ 10 F.  Alleged Secured Creditors ......................................................................... 111 III.  MEMORANDUM OF POINTS AND AUTHORITIES ............................................. 12  00 12 A.  The Court Should Approve the Stipulations with CAL II and Virage ........... 192626  4 445‐1 13 B.  The Court Should Authorize the Use of Cash Collateral Because the alifornia  •  Fax 71 14 Alleged Secured Creditors are Adequately Protected ................................ 1a, C 00   C.  Cause Exists to Grant the Motion on an Interim Basis ............................... 1es 10 15 osta M 4 445‐ 16 I V.  CONCLUSION ...................................................................................................... 1C 1 7 el   T 17 18 19 20 21 22 23 24 25 26 27

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1 TABLE OF AUTHORITIES 2 Pag 3 CASES  4 Fed. Nat'l Mortg. Ass'n v. Dacon Bolingbrook Assoc. L.P., 5 153 B.R. 204 (N.D. Ill. 1993) ................................................................................. 1 6 In re Constable Plaza Assoc., 125 B.R. 98 (Bankr. S.D.N.Y. 1991) ..................................................................... 1 7 Sec. Leasing Partners, LP v. ProAlert, LLC (In re ProAlert, LLC), 8 314 B.R. 436 (B.A.P. 9th Cir. 2004) ...................................................................... 1 9 Stein v. U.S. Farmers Home Admin. (In re Stein), 19 B.R. 458 (Bankr. E.D. Pa. 1982) ...................................................................... 110 United Sav. Ass'n of Texas v. Timbers of Inwood Forest Assoc., Ltd., 11 484 U.S. 365 (1988) .............................................................................................. 12  0 12 0 92626  4 445‐1 13 STATUTES  alifornia  •  Fax 71 14 11 U.S.C. § 303(g) ............................................................................................................. a, C 00   es 10 15 11 U.S.C. § 363 ................................................................................................................. M 5‐ osta  4 44 16 11 U.S.C. § 363(c) ........................................................................................................... 1C 1 7 el   T 17 11 U.S.C. § 363(c)(2) ....................................................................................................... 118 11 U.S.C. § 363(c)(2)(A) .................................................................................................. 119 11 U.S.C. § 363(e) ........................................................................................................... 120 11 U.S.C. § 506(c) ............................................................................................................. 21 11 U.S.C. § 721 ................................................................................................................. 22 23 RULES  24 FRBP 4001(b) .......................................................................................................... 2, 8, 125 FRBP 4001(b)(2) ............................................................................................................. 126 FRBP 4001(d) .................................................................................................................... 27

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1 TO THE HONORABLE BARRY RUSSELL, UNITED STATES BANKRUPTCY JUDGE: 2 Elissa D. Miller, the chapter 7 trustee for the bankruptcy estate of Girardi Keese 3 (the "Estate"), submits this Motion for Order Approving Stipulations for Use of Cash 4 Collateral and Authorizing Use of Cash Collateral Pursuant to 11 U.S.C. § 363 and 5 Federal Rule of Bankruptcy Procedure 4001(b) and (d) (the "Motion"). In support of the 6 Motion, the Trustee submits the following memorandum of points and authorities and the7 attached declarations of Elissa D. Miller and Philip E. Strok. 8 9 I. INTRODUCTION 10 At the time of the Trustee's appointment, Girardi Keese (the "Debtor") had 11 effectively ceased its operations. Most of the attorneys and staff had resigned or left the 2  0 12 firm, and many clients had already terminated their relationship with the Debtor and 0 92626  4 445‐1 13 engaged new counsel. The cash remaining to fund the Debtor's operations was alifornia  •  Fax 71 14 negligible. In short, the Debtor had no ability to realize, let alone maximize, the value of a, C 00   es 10 15 its primary asset—its interests in its attorneys' fees and costs in its contingency cases. M 5‐ osta  4 44 16 Preserving these interests in attorneys' fees and costs has been one of the Trustee's C 1 7 el   T 17 highest priorities along with protecting the Debtor's clients. To preserve and maximize 18 these interests and to protect clients, the Trustee needs to be able to transition cases to 19 other counsel. To effectively transition the cases and to file notices of lien to protect and20 preserve the Estate's interests in fees and costs, the Trustee needs continued access to 21 the Debtor's case files, cost ledgers, and other critical information. 22 Preservation of the Debtor's interest in its attorneys' fees and costs and protection23 of the Debtor's clients have proven to be an enormous undertaking. The Trustee soon 24 discovered that the Debtor's affairs are in disarray, with case files and other firm 25 information stored haphazardly and across multiple platforms. Practically speaking, 26 access to these files requires internet access and running power for the Debtor's office. 27 In order for the Trustee to be able to timely and efficiently locate files, costs ledgers, and

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1 Debtor to navigate the Debtor's systems. In addition, the Trustee requires insurance to 2 protect the Estate from liability while persons are at the Debtor's premises locating and 3 transitioning information and files. All of these necessary resources require funding. 4 The Trustee currently holds non-client funds in the amount of approximately 5 $350,000 in her General Account and Client Trust Account,1 and blocked funds in a Stat 6 Bar IOLTA Account located at East West Bank. Based on her investigation to date, the 7 Trustee is aware of several lienholders that may assert an interest in the non-client funds 8 By the Motion, the Trustee seeks Court authorization to use cash collateral to 9 preserve and enhance the Estate in accordance with the 90-Day Budget (the "Budget") 10 attached hereto as Exhibit "1," with expenditures not to exceed 115% of the aggregate 11 "High" expenditures set forth in the Budget, i.e., a 15% variance. The Trustee has 2  0 12 recently entered into cash collateral stipulations with California Attorney Lending II ("CAL0 92626  4 445‐1 13 II") and Virage SPV 1, LLC ("Virage"). In addition, the Trustee has also obtained the alifornia  •  Fax 71 14 consent of Nano Banc ("Nano") and Stillwell Madison, LLC ("Stillwell") to use cash a, C 00   es 10 15 collateral. As set forth in the respective stipulations attached hereto as Exhibit "2" and M 5‐ osta  4 44 16 "3," these parties will receive replacement liens in the cash collateral with the same C 1 7 el   T 17 validity, priority, scope or extent against the Debtor's assets as of the petition date, and 18 solely to the extent that the use of cash collateral results in diminution of value. Because19 these parties have consented, the Trustee is authorized to use cash collateral. As to 20 those lienholders that have not expressly consented, the use of cash collateral should be21 authorized as their interests will be adequately protected as set forth in the Motion.2 22 1 The Trustee received three joint checks made payable to the Debtor and the Debtor's clients after 23 she was appointed. These checks were deposited into a segregated account referenced as the Client Trust Account. However, these checks contain payments due to the Estate for the Debtor's fees and costs24 as well as the payments due to the clients. Thus, there are funds in the Client Trust Account that belong tthe Estate. 25 2 The Trustee has utilized names for positions in the Budget. The Trustee may utilize other persons26 other than the ones indicated in the Budget. For economy, the Trustee may increase the hourly rate of onor more persons included in the Budget and eliminate the use of others. However, in no event will the 27 Trustee exceed the amount as set forth in the Budget.

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1 The use of cash collateral is critical for the Estate. Without access to cash 2 collateral, the Trustee will be unable to transition the cases to other law firms in order to 3 maximize value for the Estate while protecting clients. Without continuing access to the 4 files, the Trustee will face great difficulty in recovering fees and costs, and may be unabl5 to effectively establish any quantum meruit claims in cases where the Debtor has been 6 terminated and/or replaced. Thus, the Trustee's use of cash collateral will protect the 7 interests of secured creditors because the collateral (the attorneys' fees and costs) will b8 preserved, and likely enhanced if the Trustee successfully transitions the cases. Absent 9 authorization to use cash collateral, the Trustee will have no means to monetize and 10 recover attorneys' fees and costs for the benefit of the Estate. Because the value of the 11 secured creditors' collateral will be preserved and likely enhanced, the secured creditors 2  0 12 will be adequately protected. 0 92626  4 445‐1 13 Accordingly, the Court should approve the cash collateral stipulations and enter aalifornia  •  Fax 71 14 interim order authorizing the Trustee to use cash collateral in accordance with the Budgea, C 00   es 10 15 through the final hearing on the Motion, and then with a final order until March 31, 2021. M 5‐ osta  4 44 16 C 1 7 el   T 17 II. FACTUAL BACKGROUND 18 A. The Debtor's Involuntary Bankruptcy Case 19 The Debtor is a plaintiff's law firm based in Los Angeles, California. On Decembe20 18, 2020, petitioning creditors Jill O'Callahan, as successor in interest to James 21 O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and 22 Kimberly Archie (collectively, the "Petitioning Creditors") filed an involuntary chapter 7 23 bankruptcy petition against the Debtor.3 Prior to the involuntary petition, the Debtor 24 practiced in the areas of personal injury, defective products, sexual abuse, toxic torts, 25 business law, employment law, and aviation law. 26 27 3 The Petitioning Creditors also filed an involuntary chapter 7 bankruptcy petition against Thomas V. Girardi, which is currently pending as Bankruptcy Case No. 2:20-bk-21020-BR.

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1 On December 24, 2020, the Petitioning Creditors filed a Motion for Appointment o 2 Interim Trustee Pursuant to 11 U.S.C. § 303(g) [Docket No. 12]. The Court entered an 3 order granting the motion on January 5, 2021 [Docket No. 45]. On January 6, 2021, the 4 Trustee was appointed as the interim trustee [Docket No. 50]. 5 On January 13, 2021, the Court entered an Order Directing: (1) The Clerk of Cour6 to Immediately Enter an Order for Relief under Chapter 7; (2) The United States Trustee 7 to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and 8 Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this 9 Order; and (4) Vacating February 16, 2021 Status Conference [Docket No. 68]. On 10 January 13, 2021, the Clerk of Court entered an order for relief against the Debtor 11 [Docket No. 69], and the Trustee was appointed and accepted her appointment in the 2  0 12 Debtor's case [Docket No. 71]. 0 92626  4 445‐1 13 B. The Debtor's Primary Assets alifornia  •  Fax 71 14 At the time the involuntary petition was filed against the Debtor, the Debtor's affaira, C 00   es 10 15 were in dire straits. Pre-petition, the Debtor was counsel of record in a significant numbeM 5‐ osta  4 44 16 of cases which were undertaken on a contingency basis. Unfortunately, prior to the C 1 7 el   T 17 involuntary petition date, nearly all of the Debtor's employees and attorneys had resigne18 and moved on. These cases are at varying litigation stages, with some cases currently 19 pending and other cases where the client has terminated its relationship with the Debtor. 20 Without staff and attorneys, the Trustee is left with the challenge of establishing the 21 Estate's rights to fees and costs and collecting on such fees and costs from the Debtor's 22 contingency cases. The Debtor's fees and costs in its plethora of cases likely constitute 23 the most significant assets in the Estate. 24 Since her appointment, the Trustee has engaged in discussions with law firms 25 regarding the Debtor's pending cases. The ultimate goal of these discussions is to 26 transfer some or all of the Debtor's pending cases in order to maximize value for the 27 Estate and protect the interests of clients. Importantly, transfer of some or all of these

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1 attorneys' fees and costs from these cases. However, protecting and preserving the 2 Debtor's and clients' interests in these cases requires a support team that needs to be 3 paid and the payment of other necessary expenses. 4 C. State of the Debtor's Office 5 The Trustee has regularly visited the Debtor's offices. The Debtor's offices are 6 difficult to navigate, disorganized, and hold a large volume of documents. The Trustee 7 has learned that the Debtor's case files and data are stored in three different methods: 8 (1) certain case files are stored in physical, paper files, (2) some files are stored a 9 proprietary electronic system of the Debtor, and (3) other files are stored electronically in10 a program called iManage. This is in addition to client cost information located on the 11 Debtor's Sage Accounting System. In order to access this information, the Debtor must 2  0 12 continue to pay for internet services for the Debtor, as well as pay for the maintenance of0 92626  4 445‐1 13 the virtual "cloud" server. Preservation of this electronic information also requires that thalifornia  •  Fax 71 14 Debtor's computers be properly imaged by a specialized computer consultant. See a, C 00   es 10 15 Declaration of Elissa D. Miller. M 5‐ osta  4 44 16 The Trustee's attempts to navigate the Debtor's internal systems have been C 1 7 el   T 17 supported by certain of the Debtor's former employees. Because the Debtor's 18 bankruptcy case is in its early stages, the Debtor's former employees have significantly 19 more organizational and operational knowledge of the Debtor than the Trustee. For 20 instance, some of the employees working with the Trustee know where to find certain 21 physical files or know where the information is stored electronically. These employees 22 are also generally familiar with the Debtor's electronic databases. As such, the Trustee 23 requires the assistance of former employees of the Debtor to help navigate the Debtor's 24 electronic and physical storage systems, keep track of the Debtor's pending cases to 25 protect the Estate and clients, and locate additional assets. Physical files as well as 26 electronic information are still located at the Debtor's office and the Trustee requires 27 uninterrupted utilities to access such information. In addition, to protect the Estate from

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1 Accordingly, the Trustee has included the estimated costs of utilities and insurance in he2 budget. See Declaration of Elissa D. Miller. 3 The Trustee has been diligently working to identify assets of the Debtor and this 4 process is ongoing. As set forth in the Trustee's Motion for Order Authorizing Chapter 7 5 Trustee to Operate the Business of the Debtor on a Limited Basis Pursuant to 11 U.S.C. 6 § 721 and Maintain Current Status of Certain Trust Accounts and for Other Relief (the 7 "Motion to Operate") [Docket No. 156],4 the Trustee has learned that the Debtor 8 maintained accounts at not less than five different banks. The accounts include: (1) 9 general firm accounts; (2) those labeled as client trust accounts whether or not they truly10 are such; (3) State Bar of California IOLTA accounts; (4) about 100 minors blocked 11 accounts at Citizens Business Bank; and (5) a blocked settlement account at Citibank. 2  0 12 However, many of these accounts are not property of the Estate. As such, the Trustee 0 92626  4 445‐1 13 has virtually no access to working capital. See Declaration of Elissa D. Miller. alifornia  •  Fax 71 14 Without access to funds, the Trustee is unable to fund a proper investigation of tha, C 00   es 10 15 Debtor's affairs to preserve and maximize the value of the Estate. Accordingly, M 5‐ osta  4 44 16 immediate use of cash collateral is critical to both preservation and enhancement of the C 1 7 el   T 17 Estate, as well as protection of the Debtor's clients. 18 D. The Cash Collateral Stipulations 19 The Trustee's need for use of cash collateral is immediate and crucial. In order to20 move forward, the Trustee and her counsel have engaged in discussions with certain 21 parties alleging to hold secured claims against the Debtor and have obtained their 22 consent. 23 On February 4, 2021, the Trustee and CAL II entered into a Stipulation for Use of 24 Cash Collateral and Adequate Protection (the "CAL II Stipulation"). See CAL II 25 Stipulation, Ex. "2." On February 8, 2021 the Trustee and Virage entered into a 26 Stipulation for Use of Cash Collateral and Adequate Protection (the "Virage Stipulation") 27 4 The Trustee will be filing a second operating motion to, among other things, retain and pay certainformer employees of the Debtor and pay certain other operating expenses identified in the Budget.

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1 (the CAL II Stipulation and the Virage Stipulation are collectively referred to as the 2 "Stipulations"). See Virage Stipulation, Ex. "3." 3 On February 5, 2021, Nano informed the Trustee that Nano consented to the 4 Trustee's use of cash collateral pursuant to the terms proposed in the Stipulations. On 5 February 9, 2021, Stillwell informed the Trustee that it also consented to the use of cash 6 collateral. However, Stillwell's consent to use cash collateral through March 31, 2021 7 automatically expires if the Trustee files any documents or pleadings challenging the 8 validity, priority, scope or extent of Stillwell's alleged liens. See Declaration of Philip E. 9 Strok. 10 In accordance with the proposed Budget, the Trustee will use the cash collateral t11 pay the fees for a computer consultant, the Trustee's field agent, a former attorney of the2  0 12 Debtor, and other employees of the Debtor, including an accounts payable manager, IT 0 92626  4 445‐1 13 manager, data clerk and file clerk.5 The Trustee will also use the cash collateral to pay alifornia  •  Fax 71 14 the insurance and bond premiums, internet service for the office, utilities for the office a, C 00   es 10 15 (power, water, and gas), as well as for "cloud" services for the Debtor's electronic files. M 5‐ osta  4 44 16 The Trustee's budget allows for total expenditures ranging from $120,400 to $184,700 C 1 7 el   T 17 through March 31, 2021, with an allowed 15% variance from the high end of the budget 18 as provided in the Stipulations. See Budget, Ex. "1." In sum, the Budget equips the 19 Trustee with the necessary resources to transition the Debtor's cases and protect the 20 Debtor's clients. 21 E. Federal Rule of Bankruptcy Procedure 4001(b) Disclosures 22 As required by Federal Rule of Bankruptcy Procedure 4001(b), the following are 23 the material provisions of the Stipulations: 24 (1) The Trustee is authorized to use cash collateral in accordance with the 25 Budget. The Trustee's expenditures will not exceed 115% of the aggregate "High" 26 expenditures in the Budget (i.e. a 15% variance); 27 5 See Footnote #2.

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1 (2) As adequate protection for use of its cash collateral, the alleged secured 2 creditor will receive a postpetition replacement lien for its asserted secured claim against3 the Debtor's assets with the same validity, priority, scope and extent as any lien(s) held 4 by the alleged secured creditor as of the involuntary petition date solely to the extent that5 the use of cash collateral results in the diminution of the alleged secured creditor's 6 prepetition lien; 7 (3) The alleged secured creditor is not required to file any financing statement,8 notice, lien or other similar instrument in any jurisdiction, or take any other action to 9 perfect its replacement lien, and the replacement lien is automatically perfected upon 10 approval of the Stipulations; 11 (4) The replacement lien shall not encumber or otherwise attach to any causes2  0 12 of action under chapter 5 of the Bankruptcy Code or any proceeds of such causes of 0 92626  4 445‐1 13 action; alifornia  •  Fax 71 14 (5) All rights and arguments of the Trustee, on behalf of the Estate, to a, C 00   es 10 15 challenge or dispute the validity, priority, scope or extent of the security interests asserteM 5‐ osta  4 44 16 by the alleged secured creditor, including without limitation, in the Debtor's postpetition C 1 7 el   T 17 receipts and cash, or that the use of cash collateral has resulted in the diminution of the 18 value of the alleged secured creditor's prepetition liens, are preserved. 19 (6) Neither the Trustee nor the Estate are waiving any rights under 11 U.S.C. 20 § 506(c); 21 (7) Upon reasonable request and subject to appropriate confidentiality 22 provisions, the Trustee will provide her Form 2 Cash Receipts and Disbursements 23 Record;6 and 24 (8) The Trustee is authorized to use cash collateral until March 31, 2021 unles25 extended with the alleged secured creditor's consent or by order of the Court. 26 27 6 Although this is not a specific term in the CAL II Stipulation, the Trustee will similarly provide her Form 2 Cash Receipts and Disbursements to all alleged lienholders on the same terms.

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1 F. Alleged Secured Creditors 2 Upon her appointment, the Trustee ran a UCC search with the California Secretar3 of State. While the Trustee is not waiving any arguments to contest the validity, priority, 4 scope or extent of any alleged secured claims, certain parties may contend that they hol5 a security interest in the cash collateral or are a secured creditor. A summary of these 6 parties is listed below, with a more complete disclosure attached hereto as Exhibit "4." 7 Because the Debtor's case is in its early stages, this information represents the Trustee'8 best knowledge at this time. 9
Table 1 on page 12. Back to List of Tables
File Number File Date Alleged Lienholder Filing Claim
117275806299 07/06/2011 California Attorney
Lending II
--
167506300179 01/26/2016 Ikon Financial Services7 --
167506300290 01/26/2016 Ikon Financial Services --
167519369916 04/11/2016 Stillwell Madison, LLC --
177587629032 05/30/2017 Ikon Financial Services --
177601785042 08/18/2017 Virage SPV 1, LLC8 --
177614819640 11/06/2017 Virage SPV 1, LLC --
187635620856 03/01/2018 Virage SPV 1, LLC --
187666662169 08/31/2018 Nano Banc --
197746713843 11/14/2019 California Attorney
Lending II
--
24 25 26 7 Ikon Financial Services only purports to hold a security interest in certain equipment of the Debtor. 27 8 The Trustee believes but has not yet confirmed that this UCC Financing Statement was filed on behalf of Virage SPV 1, LLC.

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Table 1 on page 13. Back to List of Tables
U200027063225 10/6/2020 Jamie, Joseph, &
Kathleen Ruigomez
$11,491,232.879
U200033578428 11/2/2020 California Attorney
Lending II
$6,254,014.57
U200037891132 12/17/2020 KCC Class Action
Services, LLC
$7,504,109.59
8 III. MEMORANDUM OF POINTS AND AUTHORITIES 9 A. The Court Should Approve the Stipulations with CAL II and Virage 10 Section 363(c)(2) of the Bankruptcy Code provides that "[t]he trustee may not use11 sell, or lease cash collateral under paragraph (1) of this subsection unless – (A) each 2  00 12 entity that has an interest in such cash collateral consents." See 11 U.S.C. § 92626  4 445‐1 13 363(c)(2)(A). alifornia  •  Fax 71 14 Here, CAL II, Virage, Nano and Stillwell have all consented to the use of cash a, C 00   es 10 15 collateral on an interim basis through March 31, 2021. See Ex. "2" and Ex. "3"; see also M 5‐ osta  4 44 16 Declaration of Philip E. Strok. Thus, because the Trustee has obtained consent from C 1 7 el   T 17 CAL II, Virage, Nano and Stillwell, the Trustee is authorized to use cash collateral under 18 11 U.S.C. § 363(c)(2). Moreover, as discussed below, the Trustee is further authorized 19 to use cash collateral because any other alleged secured creditors of the Debtor will be 20 adequately protected. 21 B. The Court Should Authorize the Use of Cash Collateral Because the 22 Alleged Secured Creditors are Adequately Protected 23 A bankruptcy court may authorize a trustee's use of cash collateral without the 24 consent of a secured creditor provided the secured creditor's interest in such cash 25 collateral is adequately protected. See 11 U.S.C. §§ 363(c), (e). "However, the 26 27 9 The Trustee reserves all rights to contest or seek to avoid any judgment lien filed during the preference period.

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1 protection afforded to secured creditors is not absolute." Sec. Leasing Partners, LP v. 2 ProAlert, LLC (In re ProAlert, LLC), 314 B.R. 436, 441 (B.A.P. 9th Cir. 2004). Rather, as3 articulated by the United States Supreme Court, a secured creditor is entitled to adequat4 protection only from the decline in value of its collateral package post-petition. See 5 United Sav. Ass'n of Texas v. Timbers of Inwood Forest Assoc., Ltd., 484 U.S. 365, 370 6 (1988). 7 Multiple courts have authorized the use of cash collateral to either enhance or 8 preserve the value of a debtor's estate. See Stein v. U.S. Farmers Home Admin. (In re 9 Stein), 19 B.R. 458, 460 (Bankr. E.D. Pa. 1982) (finding that the use of cash collateral 10 was necessary to operate the debtor's business in turn enhancing the debtor's estate); 11 Fed. Nat'l Mortg. Ass'n v. Dacon Bolingbrook Assoc. L.P., 153 B.R. 204, 214 (N.D. Ill. 2  0 12 1993) (finding that "the required adequate protection of Rents is satisfied to the extent th0 92626  4 445‐1 13 Debtor reinvests the Rents in the operation and maintenance of the property because thalifornia  •  Fax 71 14 value of the secured creditor's interest in its collateral will thereby be increased."); In re a, C 00   es 10 15 Constable Plaza Assoc., 125 B.R. 98, 105 (Bankr. S.D.N.Y. 1991) (finding adequate M 5‐ osta  4 44 16 protection is present in part because rent would be used for maintaining office building, C 1 7 el   T 17 which would "preserve or enhance the value of the building" and "protect the 18 collateral…"). 19 The Trustee's use of cash collateral will preserve and enhance the value of the 20 Estate, providing the secured creditors with adequate protection. The Estate's primary 21 assets are the Debtor's interests in its attorneys' fees and costs from its contingency 22 cases. In order to preserve the value of these assets, the Trustee has been negotiating 23 with different law firms to represent the Debtor's clients, with the goal of transferring thes24 cases so that the clients have representation and so that the Estate can receive the 25 Debtor's attorneys' fees and costs in an amount that is fixed and certain, which would be26 a vast improvement from what would otherwise be undefined quantum meruit claims, if 27 any. The proper transitioning of these cases requires the use of cash collateral.

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1 To realize the value of the Debtor's interests in its attorneys' fees and costs, the 2 Trustee needs cash to fund the transition of the Debtor's cases. Specifically, the Trustee3 needs to be able to continue accessing the physical files and electronic databases that 4 house the Debtor's case files and needs uninterrupted utilities at the Debtor's offices. 5 The Trustee also needs the assistance of professionals, para-professionals and former 6 employees to preserve these case files by helping locate case lists, files and cost ledger7 (or help find the documents necessary to prepare the cost ledgers). Without these basic8 and necessary expenditures, the Trustee will not have access to the Debtor's case files 9 and may not be able to effectively transition the Debtor's cases or ascertain the Debtor's 10 fees and costs. If transitions fail to occur, the Trustee may not be able to collect any fee11 and costs for the Estate. As noted earlier, the Trustee's goal is to obtain a recovery for 2  0 12 the Estate that exceeds the quantum meruit value of the Debtor's interest in its fees. At 0 92626  4 445‐1 13 minimum, access to cash collateral will preserve the Estate's value by preserving the alifornia  •  Fax 71 14 Debtor's records that support its quantum meruit and cost claims. This preservation of a, C 00   es 10 15 value of the Debtor's quantum meruit and cost claims adequately protects the secured M 5‐ osta  4 44 16 creditors. C 1 7 el   T 17 The use of cash collateral will likely enhance the secured creditors' collateral. Th18 Court recently approved a compromise between the Trustee with Frantz Law Group, 19 APLC with respect to the "Southern California Gas Leak Litigation." Through this 20 compromise, the Trustee was able to obtain a recovery for the Estate significantly higher21 than any quantum meruit claim. With access to cash collateral, the Trustee will have the22 ability to enter into similar compromises that may again enhance the value of the Estate. 23 As made clear in the budget, the Trustee is seeking funding only for what is absolutely 24 necessary and is not requesting any funds for her professionals' fees at this time. The 25 budget is simple and is designed to allow the Trustee to both preserve and enhance the 26 value of the alleged secured creditors' collateral. Because the use of cash collateral will 27 preserve and potentially enhance the value of the secured creditors' collateral, the

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1 secured creditors are adequately protected. Thus, the Court should authorize the 2 Trustee to use cash collateral. 3 C. Cause Exists to Grant the Motion on an Interim Basis 4 A court may not approve the use of cash collateral, on a final basis, on less than 5 14 days after service of the motion. See FRBP 4001(b)(2). Nonetheless, the court may 6 approve the interim use of cash collateral to the extent necessary "to avoid immediate 7 and irreparable harm to the estate pending a final hearing." Id. 8 There is ample cause to grant the Motion on an interim basis. The Trustee seeks 9 authorization to use cash collateral through March 31, 2020. The cash collateral will be 10 used to pay essential costs necessary to preserving the Estate and will very likely lead to11 enhancement of the Estate's value. This use of cash collateral will also benefit the 2  0 12 Debtor's clients. Absent interim approval, the Trustee will be unnecessarily delayed in 0 92626  4 445‐1 13 preserving the Estate, and the value of the Estate may erode. This loss in value may be alifornia  •  Fax 71 14 permanent, leaving the Estate irreparably harmed. Thus, there is cause to grant the a, C 00   es 10 15 Motion on an interim basis. M 5‐ osta  4 44 16 C 1 7 el   T 17 IV. CONCLUSION 18 For the foregoing reasons, the Trustee requests that the Court enter an order: 19 1. Granting the Motion; 20 2. Authorizing the interim use of cash collateral pursuant to FRBP 4001(b) an21 (d) in accordance with the Budget attached hereto as Exhibit "1"; 22 3. Approving the CAL II Stipulation attached hereto as Exhibit "2;" 23 4. Approving the Virage Stipulation attached hereto as Exhibit "3;" 24 5. Providing all alleged secured creditors with the adequate protection and 25 other benefits of the Stipulations; and 26 / / / 27 / / /

16

1 6. Granting such other and further relief as the Court deems just and proper. 2 3 DATED: February 10, 2021 Respectfully submitted, 4 SMILEY WANG-EKVALL, LLP 5 6 By: 7 PHILIP E. STROK Attorneys for Elissa D. Miller, Chapter 7 8 Trustee 9 10 11 2 0 12 0 92626  4 445‐1 13 alifornia  •  Fax 71 14 a, C 00   es 10 15 M 5‐ osta  4 44 16 C 1 7 el   T 17 18 19 20 21 22 23 24 25 26 27

17

1 DECLARATION OF ELISSA D. MILLER 2 I, Elissa D. Miller, declare as follows: 3 1. I am the duly appointed Chapter 7 Trustee for the bankruptcy estate of 4 Girardi Keese. I am also a partner at SulmeyerKupetz. I know each of the following fact5 to be true of my own personal knowledge, except as otherwise stated and, if called as a 6 witness, I could and would competently testify with respect thereto. I make this 7 declaration in support of the Motion for Order Approving Stipulations for Use of Cash 8 Collateral and Authorizing Use of Cash Collateral Pursuant to 11 U.S.C. § 363 and 9 Federal Rule of Bankruptcy Procedure 4001(b) and (d) (the "Motion"). Unless otherwise 10 defined in this declaration, all terms defined in the Motion are incorporated herein by this11 reference. 2 0 12 2. On January 13, 2021, I accepted my appointment as the Chapter 7 Trustee0 92626  4 445‐1 13 for the bankruptcy estate of Girardi Keese. alifornia  •  Fax 71 14 3. Since my appointment, I have regularly visited the Debtor's offices. a, C 00   es 10 15 Unfortunately, the Debtor's offices are not intuitively set up, are difficult to navigate and M 5‐ osta  4 44 16 are disorganized. In addition, because the Debtor used its offices as storage, the officesC 1 7 el   T 17 house a large amount of documents that are haphazardly stored. 18 4. I have since learned that the Debtor stored its case files and data in three19 different ways. The Debtor stores some of its case files in physical paper files, and other20 files are stored in a proprietary electronic system of the Debtor. Financial information 21 related to the cases (e.g., Cost Ledgers) is located on the Sage Accounting System. 22 Finally, the Debtor also stores certain files in an electronic system called iManage, which23 is separate from the Debtor's proprietary electronic system. 24 5. In order to have continued access to the Debtor's electronic information, th25 Debtor needs to have internet access, as the access points to this electronic information 26 are located at the Debtor's offices. In addition, I must pay for the maintenance of the 27 virtual "cloud" server to preserve the Debtor's files and information.

18

1 6. I also need to preserve the Debtor's data and records to ensure that the2 files are not corrupted, altered, or destroyed. To preserve the accuracy of the Debtor's 3 data, records, and information, I have hired a computer consulting firm that has properly 4 imaged the Debtor's computers. 5 7. As the Debtor is without insurance, I also have had to obtain liability and6 contents insurance for the Debtor's case. 7 8. I am continuing to learn more about how the Debtor conducted its business8 while it was operating before the involuntary petition was filed. The Debtor's former 9 employees have extensive knowledge about the Debtor's operations. Thus, I frequently 10 turn to the Debtor's former employees when operational and organizational issues arise, 11 so that the issues can be resolved more expeditiously. 2 0 12 9. Specifically, some of the Debtor's former employees know where to locate0 92626  4 445‐1 13 certain physical files or know where the file is saved electronically and in which databasealifornia  •  Fax 71 14 These employees have helped me find certain files, costs ledgers and other records a, C 00   es 10 15 more efficiently. In addition, these employees have also helped me keep track of the M 5‐ osta  4 44 16 Debtor's pending cases to protect the Estate and the Debtor's clients, as well as locate C 1 7 el   T 17 additional assets of the Debtor. 18 10. Currently, the Debtor's physical files remain at the Debtor's offices, along19 with the Debtor's electronic information. While I need internet service to access some of20 the information, I also need uninterrupted access to utilities like power, water, and gas, 21 for continued access. Because the Debtor's office has to be accessed for this 22 information, insurance for the premises is also needed to protect the Estate from any 23 liability while the Debtor's offices are accessed. The Debtor's insurance lapsed in 24 November, 2020. 25 11. I have, with the assistance of my professionals, developed the Budget,26 which includes the costs detailed above, to pay for the resources I need in order to 27 maximize and preserve value for the Estate, as well as protect the Debtor's clients. A

19

1 work on the case, I learn more about the capabilities of the Debtor's former employees 2 who are assisting me. When I prepared the Budget I utilized names and/or titles for 3 certain line items in the budget. Ultimately, I may utilize persons other than the ones 4 indicated in the Budget. For economy, I may use one person for more than one function 5 and increase the hourly rate accordingly. I also may eliminate the use of others. 6 However, in no event will I exceed the total amount for personnel as set forth in the 7 budget 8 12. I am continuing to work to identify assets of the Debtor, and this process 9 has not yet concluded. As of the filing of this Motion, I have learned that the Debtor 10 maintained accounts at not less than five different banks. These accounts include (1) 11 general firm accounts; (2) accounts labeled as client trust accounts whether or not they 2  0 12 truly are such; (3) State Bar of California IOLTA accounts; (4) about 100 minors blocked 0 92626  4 445‐1 13 accounts at Citizens Business Bank; and (5) a blocked settlement account at Citibank. alifornia  •  Fax 71 14 13. Many of these accounts I have discovered are not property of the Estate. a, C 00   es 10 15 Thus, I have very little—if any—access to working capital to preserve the value of the M 5‐ osta  4 44 16 Estate and protect the Debtor's clients. C 1 7 el   T 17 I declare under penalty of perjury under the laws of the United States of America 18 that the foregoing is true and correct. 19 Executed on this 10th day of February, 2021, at Los Angeles, California. 20 21 22 23 Elissa D. Miller 24 25 26 27

20

1 DECLARATION OF PHILIP E. STROK 2 I, Philip E. Strok, declare as follows: 3 1. I am a partner with Smiley Wang-Ekvall, LLP, attorneys of record for Elissa 4 D. Miller, Chapter 7 Trustee. I am licensed to practice before this Court and the courts o5 the State of California. I know each of the following facts to be true of my own personal6 knowledge, except as otherwise stated and, if called as a witness, I could and would7 competently testify with respect thereto. I make this declaration in support of the Motion8 for Order Approving Stipulations for Use of Cash Collateral and Authorizing Use of Cash 9 Collateral Pursuant to 11 U.S.C. § 363 and Federal Rule of Bankruptcy Procedure10 4001(b) and (d) (the "Motion"). Unless otherwise defined in this declaration, all terms11 defined in the Motion are incorporated herein by this reference. 2 0 12 2. Upon the Trustee's appointment, my office ran a UCC search with the0 92626  4 445‐1 13 California Secretary of State. After my office conducted the UCC search, I prepared a alifornia  •  Fax 71 14 summary of the search results. A true and correct copy of the chart I prepared, which a, C 00   es 10 15 accurately summarizes the results of the UCC search, is attached hereto as Exhibit "4." M 5‐ osta  4 44 16 3. As counsel for the Trustee, I have engaged in discussions with counsel forC 1 7 el   T 17 CAL II, Virage, Nano, and Stillwell regarding their alleged interests in cash collateral. 18 4. As a result of these discussions, the Trustee has entered into stipulations t19 use cash collateral with CAL II and Virage. 20 5. On February 4, 2021, the Trustee and CAL II entered into the CAL II21 Stipulation. A true and correct copy of the CAL II Stipulation is attached hereto as Exhibi22 "2." 23 6. On February 8, 2021, the Trustee and Virage entered into the Virage24 Stipulation. A true and correct copy of the Virage Stipulation is attached hereto as Exhib25 "3." 26 7. After my discussions with Nano and its counsel, on February 5, 2021, Nan27 consented to the Trustee's use of cash collateral pursuant to the terms of the Stipulation

21

1 plus any additional favorable terms agreed upon by the Trustee to supplement the 2 Stipulations. 3 8. Likewise, after my discussions with Stillwell's counsel, on February 9, 2021 4 Stillwell also consented to the Trustee's use of cash collateral pursuant to the terms of 5 the Stipulations. However, Stillwell's consent is conditional. Stillwell's consent to the 6 Trustee's use of cash collateral automatically expires if the Trustee files any document or7 pleading that challenges the validity, priority, scope or extent of Stillwell's alleged liens. 8 I declare under penalty of perjury under the laws of the United States of America 9 that the foregoing is true and correct to the best of my knowledge. 10 Executed on this 10th day of February, 2021, at Costa Mesa, California. 11 2 0 12 0 92626  4 445‐1 13 Philip E. Strok alifornia  •  Fax 71 14 a, C 00   es 10 15 M 5‐ osta  4 44 16 C 1 7 el   T 17 18 19 20 21 22 23 24 25 26 27

22

EXHIBIT "1"

23

Chapter 7 Bankruptcy Estate of Girardi Keese 90‐Day Budget January 2021 through March 2021 Estimated Amounts Name Description Low High iDiscovery Solutions Computer consultant for trustee          45,000          60,000D Masin Consulting LLC Trustee's field agent          15,000          25,000Kenny Rodriguez Former GK attorney          12,000          24,000Norina Rouillard Former GK A/P manager            1,800            4,500Sammy Suh Former GK IT manager            3,200            8,000TBD Former GK data clerk for proprietary system            1,600            4,000TBD Former GK file clerk            1,600            4,000 Trustee Insurance Group Insurance premiums            4,000            5,000TBD Bond premium          10,000          12,000 Crown Castle Internet service for office          10,000          12,000Mimecast Cloud services            1,200            1,200 LADWP/So Cal Gas Power/water/gas for office            7,500          10,000TBD Unknown/miscellaneous expenses            7,500          15,000     Totals $120,400 $184,700

24

EXHIBIT "2"

25

1 SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall, State Bar No. 163047 2 lekvall@swelawfirm.com Philip E. Strok, State Bar No. 169296 3 pstrok@swelawfirm.com Timothy W. Evanston, State Bar No. 319342 4 tevanston@swelawfirm.com 3200 Park Center Drive, Suite 250 5 Costa Mesa, California 92626 Telephone: 714 445-1000 6 Facsimile: 714 445-1002 7 Attorneys for Elissa D. Miller, Chapter 7 Trustee 8 9 UNITED STATES BANKRUPTCY COURT 10 CENTRAL DISTRICT OF CALIFORNIA P 11 LOS ANGELES DIVISION L 2 MILEY WANG-EKVALL, L 3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 Tel 714 445-1000 • Fax 714 445-100 111111234567 IGnI RreA RDI KEESE, CCSCPTROhaIasOLPepLTU tNeAELroTC A7.ET T 2RII:OO2AN0NL- b FAkON-2RD1 0UA2SD2E-EB QORUF ACTAES H S 18 Debtor. 19 20 21 22 Elissa D. Miller, the chapter 7 trustee (the "Trustee") of the bankruptcy estate (the 23 "Estate") of Girardi Keese (the "Debtor"), by and through her attorneys, and California 24 Attorney Lending II ("CAL II"), through its attorneys, enter into this Stipulation for Use of 25 Cash Collateral and Adequate Protection (the "Stipulation") as follows: 26 27 28

26

1 RECITALS 2 A. On December 18, 2020 (the "Petition Date"), an involuntary chapter 7 3 bankruptcy petition (the "Petition") was filed against the Debtor. As of the filing of the 4 Petition, the Debtor was counsel of record in a significant number of matters which were 5 undertaken on a contingency basis. 6 B. The petitioning creditors moved for the appointment of an interim trustee 7 which was granted by the Court by order entered January 5, 2021. The Trustee was 8 appointed as the interim chapter 7 trustee on January 6, 2021. The order for relief was 9 entered January 13, 2021 and, the same date, the Trustee was reappointed and has 10 been serving in that capacity since. P 11 C. As of the Petition Date, the Debtor's operations were greatly diminished, L 2 MILEY WANG-EKVALL, L 3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 Tel 714 445-1000 • Fax 714 445-100 111111234567 wMsDmieothbare tlmloo grvoD .i evs .Cret , n oAt hfLt het hP1Ie IDe. r asi eoascbrtso tttoepoorIrer nnt'ts sh eoo etycfrh sa tPaah satereh:on t iDudotin noesd nbth a tJaDofufnra 'lhdsytea oa5,v pn,iC ned2Agr 0ai Ln1rte i1IovsI,a n iwgtrshinao.e esu dDsa e oilnbirts itmgotiartou tavitoineonddn faCoinln Aaa Lnfcr ccoIiIomn eug nnt hstteseo r uweDrdace sebin trfoteoorlr .a a t th ilveoe alyn S 18 transaction (as amended, the "Loan") pursuant to which the Debtor borrowed the 19 principal amount of $3,500,000.00 for the purpose of funding its operations; 20 2. The Loan was secured against, among other things, the Debtor's 21 rights to payment for its representation of clients in various contingency fee cases; 22 3. CAL II duly filed a UCC-1 against the Debtor on July 6, 2011, which 23 was designated as Filing No. 11-7275806299; 24 4. Between 2011 and 2019, CAL II and the Debtor entered into several 25 iterations of the credit arrangement in which the Debtor increased the principal 26 amount of the debt to up to $8,000,000.00; 27 28

27

1 5. CAL II duly filed several continuations and amendments to its 2 financing statements to maintain its perfected security interests in all assets of the 3 Debtor; 4 6. On or around November 8, 2019, the Debtor executed and delivered 5 to CAL II that certain Fourth Amended and Restated Promissory Note, in the 6 maximum amount of $8,000,000.00, and secured by CAL II's continuing security 7 interests in substantially all of the Debtor's assets; 8 7. As part of the consideration given to CAL II, the Debtor executed and 9 delivered to CAL II that certain Confession to Judgment dated November 12, 10 2019, and agreed to entry of judgment without trial if, after the Debtor's default P 11 under the Loan and notice thereof, the Debtor or its guarantor, Thomas V. Girardi, L 2 MILEY WANG-EKVALL, L 3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 Tel 714 445-1000 • Fax 714 445-100 111111234567 d tr Nheiodeav snDeoomentb89 abct..beou lrrre e2i na ,t thCAt2thoe0fAer t2denL 0sere u,Ifyd Iam wsedu'hf ulafotiel;cuyf e h l$tfs ,i6w l eoa,a2dnns5 daO 0 d c,cNe5ots8oosi9tbtgisc.en5 eiran9 t2oc ep7fud l,Jru rua2seds0 dp g2 Foim0nisl, iet nc-CnjoguAtl dlNeLLgcio emIt.Iin neUs gaen2 gctt0 huai0nerin0te ejs3durt3 ed jt5usgh7dtme 8ga eD4mnn2deet8 b;n tat(o tnahr dgeo a ni nst S 18 "Judgment Lien"). 19 E. The Trustee has not yet concluded her review of the validity, priority, scope 20 and extent of, among other things, the Loan and any related security interests and the 21 Judgment Lien and, therefore, she is not in a position to concede CAL II's assertions. 22 F. The Trustee has asked the Bankruptcy Court for authority to operate the 23 Debtor's business for certain limited purposes. In addition, there are certain essential 24 and immediate expenses that need to be paid in order for the Trustee to effectively 25 preserve and enhance value for the Estate and protect the Debtor's clients. 26 G. Without consent and authorization to use cash collateral, the Trustee 27 submits that she will be left without a source of working capital and will be unable to 28 preserve the value of the Estate for the benefit of all creditors, clients and other parties in

28

1 interest. CAL II is willing to provide its consent to the use of cash collateral on the terms 2 and conditions set forth in this Stipulation. 3 NOW THEREFORE, based upon the foregoing recitals, and for good and 4 valuable consideration, the Trustee and CAL II stipulate and agree as follows: 5 6 STIPULATION 7 1. The recitals set forth above are incorporated herein by this reference and 8 shall be deemed a material part of the Stipulation. 9 2. The Trustee, on behalf of the Estate, is authorized to use cash collateral of 10 CAL II in accordance with the 90-Day Budget (the "Budget") attached hereto as Exhibit P 11 "1," with expenditures not to exceed 115% of the aggregate "High" expenditures set forth L 2 MILEY WANG-EKVALL, L 3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 Tel 714 445-1000 • Fax 714 445-100 111111234567 iBalcnieogu nltadlha(ignsetee)s Brtt3h,a u t.eClh d lredAge eLDsbt uye,IA Il bti Cs.sset Aohai.n,arLd ' asl ealI Iqr a1 deaus5icsmsa%e etoiie ntvvfs eupat hw trraiooieia ttn phenP o ccoetshtefti toie.ptt hin eose tnafi otv miDroa entalhu tvreeeea suopliosfdla leCietc ylAeoy, mfL p tc oreIaiI on'tsshrth ieptl iy ecre,eon xspl ltcfeaeoottnriept tiir eotatsh nla aa inlntise d tsanh eec(ersxct )teuoe ds(rntde htsa eeoan cfsc u ceara newsydhi t hc lathime S 18 "Replacement Lien"). 19 4. CAL II shall not be required to file any financing statement, notice, lien, or 20 other similar instrument in any jurisdiction, or take any other action in order to perfect the 21 Replacement Lien created hereunder because the Replacement Lien is automatically 22 perfected upon entry of the order approving this Stipulation. 23 5. The Replacement Lien shall not encumber or otherwise attach to any 24 causes of action under chapter 5 of the Bankruptcy Code or any proceeds of such 25 causes of action. 26 6. Notwithstanding anything in this Stipulation to the contrary, all rights and 27 arguments of the Trustee, on behalf of the Estate, to challenge or dispute (a) the validity, 28 priority, scope or extent of the security interests asserted by CAL II including, without

29

30

EXHIBIT "1"

31

Chapter 7 Bankruptcy Estate of Girardi Keese 90‐Day Budget January 2021 through March 2021 Estimated Amounts Name Description Low High iDiscovery Solutions Computer consultant for trustee          45,000          60,000D Masin Consulting LLC Trustee's field agent          15,000          25,000Kenny Rodriguez Former GK attorney          12,000          24,000Norina Rouillard Former GK A/P manager            1,800            4,500Sammy Suh Former GK IT manager            3,200            8,000TBD Former GK data clerk for proprietary system            1,600            4,000TBD Former GK file clerk            1,600            4,000 Trustee Insurance Group Insurance premiums            4,000            5,000TBD Bond premium          10,000          12,000 Crown Castle Internet service for office          10,000          12,000Mimecast Cloud services            1,200            1,200 LADWP/So Cal Gas Power/water/gas for office            7,500          10,000TBD Unknown/miscellaneous expenses            7,500          15,000     Totals $120,400 $184,700

32

EXHIBIT "3"

33

34

35

36

37

38

EXHIBIT "4"

39

Listings: State Lien Search (Active
Table 1 on page 40. Back to List of Tables
File Type File Number File Date Expiration
Date
Debtor Secured Party Lien Summary and
Collateral
Claim Amount (from
filing)
Comments
Original 117275806299 07/06/2011 07/06/2021 GIRARDI KEESE
1126 WILSHIRE
BLVD.
LOS ANGELES CA
90017
CALIFORNIA
ATTORNEY
LENDING II, INC.
6400 MAIN STREET,
SUITE 120
WILLIAMSVILLE NY
14221
ACTIVE (All Assets and proceeds)
CAL Original filing which was limited
to interest in certain cases.
GIRARDI THOMAS
V.
100 LOS ALTOS
DRIVE
PASADENA CA
91105
AMENDMENT 1172814762 08/18/2011 Restated Collateral Description
AMENDMENT 1373755925 08/28/2013 GIRARDI KEESE Expanded Collateral Description to a
assets includingproceeds
ll
CONTINUATION 1675306737 06/10/2016 GIRARDI KEESE
AMENDMENT 1775969950 07/19/2017 CAL Amendment to Add Thomas V.
Girard
Original 167506300179 01/26/2016 01/26/2021 GIRARDI & KEESE IKON FINANCIAL ACTIVE (specified Equipment 1126 WILSHIRE SVCS only) BLVD 1738 BASS RD LOS ANGELES CA MACON GA 31210- 90017-1904 1043 Original 167506300290 01/26/2016 01/26/2021 GIRARDI & KEESE IKON FINANCIAL ACTIVE (specified Equipment 1126 WILSHIRE SVCS only) BLVD 1738 BASS RD LOS ANGELES CA MACON GA 31210- 90017-1904 1043 Original 167519369916 04/11/2016 04/11/2021 GIRARDI KEESE STILLWELL ACTIVE (Cases set forth in 1126 WILSHIRE MADISON, LLC Exhibit B-1 of Stillwell's BOULEVARD PO BOX 832 Agreement with Debtor) BEVERLY HILLS CA CAREFREE AZ 90017 85377 Original 177587629032 05/30/2017 05/30/2022 GIRARDI & KEESE IKON FINANCIAL ACTIVE (specified Equipment 1126 WILSHIRE SVCS only) BLVD 1738 BASS RD

40

Table 1 on page 41. Back to List of Tables
None None None None None None
Original 177601785042 08/18/2017 08/18/2022 GIRARDI & KEESE
1126 WILSHIRE
BLVD
LOS ANGELES CA
90017
CORPORATION
SERVICE
COMPANY, AS
REPRESENTATIVE
P.O. BOX 2576
UCCSPREP@CSCIN
FO.COM
SPRINGFIELD IL
62708
ACTIVE - Any Eligible Case (as
defined in the Loan Agreement)
The Trustee believes but has not yet
confirmed that this UCC Financing
Statement was filed on behalf of
Virage SPV 1, LLC.
None None None None None None
Original 177614819640 11/06/2017 11/06/2022 GIRARDI & KEESE
1126 WILSHIRE
BLVD
LOS ANGELES CA
90017
CORPORATION
SERVICE
COMPANY, AS
REPRESENTATIVE
P.O. BOX 2576
UCCSPREP@CSCIN
FO.COM
SPRINGFIELD IL
62708
ACTIVE - Any Eligible Case (as
defined in the Loan Agreement)
Counsel for Virage SPV 1, LLC has
confirmed that this UCC Financing
Statement was filed on behalf of
Virage SPV 1, LLC.
None None None None None None
Original 187635620856 03/01/2018 03/01/2023 GIRARDI & KEESE
1126 WILSHIRE
BLVD
LOS ANGELES CA
90017
CORPORATION
SERVICE
COMPANY, AS
REPRESENTATIVE
P.O. BOX 2576
UCCSPREP@CSCIN
FO.COM
SPRINGFIELD IL
ACTIVE - Any Eligible Case or
Eligible Collateral Case (as
defined in the Loan Agreement)
Counsel for Virage SPV 1, LLC has
confirmed that this UCC Financing
Statement was filed on behalf of
Virage SPV 1, LLC.
AMENDMENT 1977226167 07/10/2019 62708
AMENDMENT 1977234000 07/16/2019
None None None None None None
Original 187666662169 08/31/2018 08/31/2023 GIRARDI & KEESE NANO BANC ACTIVE (All Assets and proceeds)
1126 WILSHIRE 25220 HANCOCK
BOULEVARD AVENUE, STE. 140
LOS ANGELES CA MURRIETA CA 92562
90017
None None None None None None
None None None None None None
Original 197746713843 11/14/2019 11/14/2024 GIRARDI & KEESE
1126 WILSHIRE
BLVD
LOS ANGELES CA
90017-1904
CT CORPORATION
SYSTEM, AS
REPRESENTATIVE
330 N. BRAND BLVD
SUITE 700
GLENDALE, CA
91203
ACTIVE (All Assets and proceeds) California Attorney Lending II has
confirmed that this UCC Financing
Statement was filed on its behalf.
None None None None None None

41

Table 1 on page 42. Back to List of Tables
Judgment Lien U200027063225 10/6/2020 GIRARDI | KEESE
1126 WILSHIRE
BLVD
LOS ANGELES CA
90017-1904
JAMIE, JOSEPH &
KATHLEEN
RUIGOMEZ
16001 VENTURA
BLVD.
SUITE 200
ENCINO CA91436
ACTIVE (Judgment Lien on
Personal Property)
$ 11,491,232.87
GIRARDI THOMAS
V.
100 LOS ALTOS
DRIVE
PASADENA CA
91105
None None None None None None
Judgment Lien U200033578428 11/2/2020 GIRARDI & KEESE
1126 WILSHIRE
BLVD.
LOS ANGELES CA
90017
CALIFORNIA
ATTORNEY
LENDING II, INC.
6400 MAIN STREET,
SUITE 120
WILLIAMSVILLE NY
14221
ACTIVE (Judgment Lien on
Personal Property)
$ 6,254,014.57
GIRARDI THOMAS
V.
100 LOS ALTOS
DRIVE
PASADENA CA
None None None None None None
Judgment Lien U200037891132 12/17/2020 GIRARDI KEESE
1126 WILSHIRE
BLVD
LOS ANGELES CA
90017
KCC CLASS ACTION
SERVICES, LLC
222 N. PACIFIC
COAST HIGHWAY
THIRD FLOOR
EL SEGUNDO, CA
90245
ACTIVE (Judgment Lien on
Personal Property)
$ 7,504,109.59
THOMAS V.
GIRARDI
100 LOS ALTOS
DRIVE
PASADENA, CA

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EXHIBIT "5"

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MILEY WANG-EKVALL, LLP hilip E. Strok, State Bar No. 169296 strok@swelawfirm.com imothy W. Evanston, State Bar No. 319342 evanston@swelawfirm.com 200 Park Center Drive, Suite 250 osta Mesa, California 92626 elephone: 714 445-1000 acsimile: 714 445-1002 Individual appearing without attorney Attorney for: Elissa D. Miller, Chapter 7 Trustee UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA- L O S A N G E L E S D I V I SIONDIVISIONn re: CASE NO.: 2:20-bk-21022-BR IRARDI KEESE CHAPTER: 7 STATEMENT REGARDING CASH COLLATERAL OR DEBTOR IN POSSESSION FINANCING [FRBP 4001; LBR 4001-2] DATE: TIME: COURTROOM: 1668 ADDRESS: 255 E. Temple Street Debtor(s). Los Angeles, CA 90012 ecured party(ies):California Attorney Lending II; Virage SPV 1, LLC; Nano Banc; Stillwell Madison, LLC, Jamie, Joseph and Kathleen Ruigomez, KCC Class Action Services, LLChe Debtorhas requested the approval ofeither (1) a motion for use of cash collateral, or postpetition financing, or both, (2) through a separately-filed motion, a stipulation providing for the use of cash collateral, or postpetition financing, or th. The proposed form of order on the motion or the stipulation contains the following provisions or findings of fact: Page Line No. Disclosures Tracking FRBP 4001(c)(1)(B)(i)through (xi)and (d)(1)(B)No.: (if applicable) (i): “[A] grant of priority or a lien on property of the estate under § 364(c) or (d)”(ii): “[T]he providing of adequate protection or priority for a claim that arose before the commencement of the case, including the granting of a lien on property of the estate to secure the claim, or the use of property of the estate or credit obtained under § 364 to make cash payments on account of the claim” Cross-collateralization, i.e.,clauses that secure prepetition debt by postpetition assets in which thesecured party would not otherwise have a security interest by virtue of its prepetition security agreement or applicable lawRoll-up, i.e.,provisions deeming prepetition debt to be postpetition debt or usingpostpetition loans from a prepetition secured partyto pay part or all of that 2 20secured party’s prepetition debt, other than as provided in § 552(b)This form is mandatory. It has been approved for use bythe United States Bankruptcy Court for the Central District of California.

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on cash collateral as of the petition date (iii): “[A] determination of the validity, enforceability, priority, or amount of a claim that arose before the commencement of the case, or of any lien securing the claim”(iv): “[A]waiver or modification of Code provisions or applicable rules relating to the automatic stay” Automatic relief from the automatic stay upon occurrence of certain events. (v): “[A] waiver or modification of any entity’s authority or right to file a plan, seek an extension of time in which the debtor has the exclusive right to file a plan, request the use of cash collateral under § 363(c), or request authority to obtain credit under § 364”(vi): “[T]he establishment of deadlines for filing a plan of reorganization, for approval of a disclosure statement, for a hearing on confirmation, or for entry of a confirmation order” (vii): “[A] waiver or modification of the applicability ofnonbankruptcy law relating to the perfection of a lien on property of the estate, or on the foreclosure or other 3 1enforcement of the lien” (viii): “[A] release, waiver, or limitation on any claim or other cause of action belonging to the estate or the trustee, including any modification of the statute of limitations or other deadline to commence an action” (ix): “[T]he indemnification of any entity” (x): “[A] release, waiver, or limitation of any right under § 506(c)”The granting of any lien on any claim or cause of action arising under §506(c)(xi): “The granting of any lien on any claim or cause of action arising under §§ 544, 545, 547, 548,549, 553(b), 723(a), or 724(a)” Page Line No. Additional Disclosures Required by LBR 4001-2 No.: (if applicable) With respect to a professional fee carve out, disparate treatment for professionals retained by a creditors’ committee from thatprovided for the professionals retained by the debtor Pay downprepetition principal owed to a creditor Findings of fact on matters extraneous to the approval process2/10/2021 Philip E . S t r o k /s/ Ph il i p E . S t r o k ate Printed Name Signature This form is mandatory. It has been approved for use bythe United States Bankruptcy Court for the Central District of California.

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EXHIBIT "6"

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1 SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall, State Bar No. 163047 2 lekvall@swelawfirm.com Philip E. Strok, State Bar No. 169296 3 pstrok@swelawfirm.com Timothy W. Evanston, State Bar No. 319342 4 tevanston@swelawfirm.com 3200 Park Center Drive, Suite 250 5 Costa Mesa, California 92626 Telephone: 714 445-1000 6 Facsimile: 714 445-1002 7 Attorneys for Elissa D. Miller, Chapter 7 Trustee 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 LOS ANGELES DIVISION 11 MILEY WANG‐EKVALL, LLP  3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 el  714 445‐1000  •  Fax 714 445‐1002 1111123456 IGnI RreA RDI KEESE, Debtor. CC[GAOAC§PUPOhaFR3Ras P6TALCOep3HRLN tA PNeAOOATSOroTNRVI HN7.SE IDI 2N GZERC :IGFD2 NAOME0 ]GLSL -ODIb LNT PTEUkAITU-PIRSO2TERUAE1ENRSL0 LRO I2AUFM ARF2OTA - LUOICBRNO LRARA TNEODN STS ROEDHO DFR F OE1 1RR U U.SS.EC . S T 17 BANKRUPTCY PROCEDURE 4001(b) AND (d) 18 19 Date: To be set Time: To be set 20 Ctrm.: 1668 via ZoomGov 255 E. Temple Street 21 Los Angeles, CA 90012 22 Web Address: https://cacb.zoomgov.com 23 Meeting ID: To be set Password: To be set 24 Telephone: To be set 25 26 27 28

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1 On February ___, 2021, at ________ a.m./p.m., the above-captioned Court held a 2 hearing on the Motion for Order Approving Stipulations for Use of Cash Collateral and 3 Authorizing Use of Cash Collateral Pursuant to 11 U.S.C. § 363 and Federal Rule of 4 Bankruptcy Procedure 4001(b) and (d) (the "Motion")1 filed by Elissa D. Miller, in her 5 capacity as Chapter 7 Trustee for the bankruptcy estate (the "Estate") of Girardi Keese. 6 Appearances were as noted on the Court's record. Having considered the Motion and 7 the pleadings, declarations, and exhibits filed in support thereof and opposition thereto, 8 and the statements and arguments of counsel on the record at the hearing on the Motion, 9 finding that notice and service of the Motion were proper and that no further notice be 10 given, and finding good cause for the relief requested in the Motion, 11 IT IS HEREBY ORDERED that: MILEY WANG‐EKVALL, LLP  3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 el  714 445‐1000  •  Fax 714 445‐1002  1111123456 an inte1234ri....m basTTTTishhhh eeeeth MCTVroriAoruuatLsgigo thIeenI e a SSi,sn tto idipGpn uuiR nlblaacAetltuiNhioodaTnniln Ef a agoDtt tftMa aotchcanhher eace Edhnds t3ittonoa1 t tte,teh hr2,eie m0i sM2M b1aooa ut(tisttiohohisnone; r aai" zCsse aEdEs xxthhoh i Cibubiositt le "l"a2 3ct""ea irisssah laa Pcppopeplrrrloaioovtvdeee"rd)da ;;li n o n S T 17 accordance with the Budget attached to the Motion as Exhibit "1," with expenditures 18 during the Cash Collateral Period not to exceed 115% of the aggregate "High" 19 expenditures set forth in the Budget, i.e., a 15% variance; 20 5. As adequate protection for the use of cash collateral in accordance with the 21 Budget, any alleged secured creditor shall receive a post-petition replacement lien for its 22 asserted secured claim(s) against the Debtor's assets with the same validity, priority, 23 scope and extent as any lien(s) held by the alleged secured creditor as of December 18, 24 2020, the petition date, solely to the extent that the use of cash collateral results in a 25 diminution of the value of the alleged secured creditor's prepetition lien(s); 26 27 28 1 Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion.

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1 6. Any alleged secured creditor shall not be required to file any financing 2 statement, notice, lien, or other similar instrument in any jurisdiction, or take any other 3 action in order to perfect its replacement lien created hereunder because the 4 replacement lien is automatically perfected upon entry of this order; 5 7. No replacement lien shall encumber or otherwise attach to any causes of 6 action under chapter 5 of the Bankruptcy Code or any proceeds of such causes of action; 7 8. All rights and arguments of the Trustee, on behalf of the Estate, to 8 challenge or dispute (a) the validity, priority, scope or extent of the security interests 9 asserted by any alleged secured creditor including, without limitation, in the Debtor's 10 post-petition receipts and cash, or (b) that the use of cash collateral has resulted in the 11 diminution of the value of the alleged secured creditor's prepetition lien(s), are preserved; MILEY WANG‐EKVALL, LLP  3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 el  714 445‐1000  •  Fax 714 445‐1002  1111123456 uapnrpodpveriodr peB91r ia0h.a n.et ekr rFcuooNUpnrtepmcfioiydt hn 2eCe nrCoret idataahesslei htoS y TnR eparceurbtocsiloeveten iisrpe ei5t osqn0n uo6aser(n csatdh)ts ; eD b d yiEes astbentuaryrmts eaei nlamleeredeg newbtdysa sitRvheieenccu gTor eraruddns; y tc erreeig,dh ittthose rt haTenruyds msteuaeby j wehciallt v teo S T 17 11. The authorization to use cash collateral of any alleged secured creditor 18 expires on March 31, 2021 unless extended with such alleged secured creditor's consent 19 or Bankruptcy Court order; 20 12. The consent of CAL II, Virage, Nano, and Stillwell to the Trustee's use of 21 cash collateral during the Cash Collateral Period shall automatically expire if the Trustee 22 files any document or pleading challenging the validity, priority, scope or extent of CAL II, 23 Virage, Nano and Stillwell's asserted liens; and 24 / / / 25 / / / 26 / / / 27 / / / 28

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1 13. There shall be a final hearing on the Motion on _________ __, 2021, at 2 __:__ _.m. 3 ### 4 5 6 7 8 9 10 11 MILEY WANG‐EKVALL, LLP  3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 el  714 445‐1000  •  Fax 714 445‐1002  1111123456S T 17 18 19 20 21 22 23 24 25 26 27 28

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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 3200 ark Center Drive, Suite 250, Costa Mesa, CA 92626. true and correct copy of the foregoing document entitled (specify): MOTION FOR ORDER APPROVING STIPULATIONS OR USE OF CASH COLLATERAL AND AUTHORIZING USE OF CASH COLLATERAL PURSUANT TO 11 U.S.C. 363 AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 4001(b) AND (d); MEMORANDUM OF POINTS AND UTHORITIES; DECLARATIONS OF ELISSA D. MILLER AND PHILIP E. STROK IN SUPPORT will be served or was erved (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the 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 (date) ebruary 10, 2021 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined thate following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated elow:  Service information continued on attached pag . SERVED BY UNITED STATES MAIL: n (date) February 10, 2021 , I served the following persons and/or entities at the last known addresses in this ankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United tates mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that ailing to the judge will be completed no later than 24 hours after the document is filed. he Honorable Barry Russell IKON Financial Svcs .S. Bankruptcy Court 1738 Bass Rd. oybal Federal Building Macon, GA 31210-1043 55 E. Temple Street, Suite 1660 os Angeles, CA 90012  Service information continued on attached pag . 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) February 10, 2021 , I servede following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing tuch 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. IA E-Mail  Service information continued on attached pag declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. February 10, 2021 Gabriela Gomez-Cruz /s/ Gabriela Gomez-Cruz Date Printed Name Signature

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ADDITIONAL SERVICE INFORMATION (if needed): . SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF”)  Richard D Buckley richard.buckley@arentfox.com  Marie E Christiansen mchristiansen@vedderprice.com, ecfladocket@vedderprice.com,marie-christiansen-4166@ecf.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@ecf.pacerpro.com  Lei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com  Richard W Esterkin richard.esterkin@morganlewis.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@ecf.pacerpro.com  Andrew Goodman agoodman@andyglaw.com, Goodman.AndrewR102467@notify.bestcase.com  Steven T Gubner sgubner@bg.law, ecf@bg.law  Marshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com  Razmig Izakelian razmigizakelian@quinnemanuel.com  Lewis R Landau Lew@Landaunet.com  Daniel A Lev dlev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com;dlev@ecf.inforuptcy.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@ecfcbis.com, MillerTrustee@Sulmeyerlaw.com;C124@ecfcbis.com;ccaldwell@sulmeyerlaw.com  Eric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com  Scott H Olson solson@vedderprice.com, scott-olson- 2161@ecf.pacerpro.com,ecfsfdocket@vedderprice.com,nortega@vedderprice.com  Leonard Pena lpena@penalaw.com, penasomaecf@gmail.com;penalr72746@notify.bestcase.com  Michael J Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com,michael-quinn-2870@ecf.pacerpro.com  Ronald N Richards ron@ronaldrichards.com, morani@ronaldrichards.com,justin@ronaldrichards.com  Philip E Strok pstrok@swelawfirm.com, gcruz@swelawfirm.com;1garrett@swelawfirm.com;jchung@swelawfirm.com  United States Trustee (LA) ustpregion16.la.ecf@usdoj.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

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. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL ia E-mail: ndrew W Zepeda Rafey Balabanian Nano Banc ames J Finsten Edelson PC 25220 Hancock Ave., Suite 140 urie, Zepeda, Schmalz, Hogan & Martin 123 Townsend St Ste 100 Murrieta, CA 92562 875 Century Park E Ste 2100 San Francisco, CA 94107 epadilla@nanobanc.com os Angeles, CA 90067 rbalabanian@edelson.com pdonaldson@nanobanc.com zepeda@lurie-zepeda.com insten@lurie-zepeda.com bir Cohen Treyzon Salo, LLP Law Finance Group, LLC LFG Special Investor Group, LLC /o: Boris Treyzon 591 Redwood Hwy Finance Group Fund II 6001 Ventura Boulevard, Suite 200 Suite 1200 200 South Virginia St., 8th Floor ncino, CA 91436 Mill Valley, CA 94941 Reno, NV 89501 treyzon@actslaw.com info@lawfinance.com info@lawfinance.com orporation Service Company, As Jeffrey M. Schwartz, Esq.  CT Corporation System, as epresentative Much Shelist, P.C.  Representative .O.Box 2576 CT Lien Solutions 191 North Wacker Drive, Suite 1800  pringfield, IL 62708 330 N. Brand Blvd., Suite 700 01 Adlai Stevenson Dr. Chicago, IL 60606  Glendale, CA 91203 pringfield, IL 62703 Telephone: (312) 521‐2626  UCCSPREP@CSCINFO.com CCSPREP@CSCINFO.com jschwartz@muchlaw.com    Attorneys for Nano Bank 

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