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Full title: Stipulation, to excuse filing multiple separate claims by creditor JPMorgan Chase Bank Filed by Debtor Professional Financial Investors, Inc. (RE: related document(s)513 Motion to Approve Document filed by Debtor Professional Financial Investors, Inc., Motion to Set Hearing, Motion Miscellaneous Relief). (Attachments: # 1 Proposed Order-FRBP 4001) (Lapping, Richard) (Entered: 05/10/2021)

Document posted on May 9, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

WHEREAS, pursuant to the Solicitation Procedures Order, May 13, 2021 is the deadlin9 for non-investors, including Non-Investor First-Priority Lenders, to file proofs of claim for a10 non-investor claims against the Debtors (the “Non-Investor Bar Date”).Plan and hereby agree that, on the terms set forth herein, certain claims as described on Exhibit 18 shall be deemed filed by Chase prior to the Non-Investor Bar Date both in accordance with th19 Solicitation Procedures Order and any other rule or practice governing the filing of claims in thes20 chapter 11 cases.A hereto, as well as the reservation of rights described on Exhibit 1 hereto, shall serve as Chase’s proof of claim in these cases (the “Proof of Claim”), which shall b2 deemed filed by Chase prior to the Non-Investor Bar Date both in accordance with the Solicitatio3 Procedures Order and any other rule or practice governing the filing of claims in these chapter 14 cases.This Proof of Claim is not an election of remedies and is without prejudice to Chase’s right24 to assert claims against third parties, whether arising out of or relating to the facts and circumstance25 underlying Chase’s claims herein, or otherwise. The execution and filing of this Proof of Claim is not a waiver or release of Chase’s right3 against any other entity or person that may be liable for all or any part of its claims herein; a4 election of remedies that waives or otherwise affects any other remedy; or a waiver of any o5 Chase’s rights to have its claims herein and any defenses, counterclaims or objections theret6 determined before a jury, by arbitration, or before any other judicial or administrative body havin7 jurisdiction, and to the extent necessary to preserve such rights, make demand therefor.

List of Tables

Document Contents

1 ADAM A. LEWIS (BAR NO. 88736) ALewis@mofo.com 2 MORRISON & FOERSTER LLP 425 Market Street 3 San Francisco, California 94105-2482 4 Telephone: 415.268.7000 Facsimile: 415.268.7522 5 MARK A. LIGHTNER (Pro Hac Vice) 6 MLightner@mofo.com MORRISON & FOERSTER LLP 7 250 West 55th Street 8 New York NY 10019-9601 Telephone: 212.468.8000 9 Facsimile: 212.468.7900 10 Attorneys for Creditor JP MORGAN CHASE, N.A. 11 UNITED STATES BANKRUPTCY COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13 SAN FRANCISCO DIVISION 14 15 In re: Case No. 20-30604 16 PROFESSIONAL FINANCIAL (Jointly Administered with 17 INVESTORS, INC., et al., Case No. 20- 30579) 18 Debtors. Chapter 11 19 STIPULATION BY AND BETWEEN 20 THE PLAN PROPONENTS AND JPMORGAN CHASE BANK, N.A. 21 REGARDING JOINT CHAPTER 11 PLAN 22 23 24 This stipulation (the “Stipulation”) is entered into by and between the above-captione25 debtors and debtors in possession (collectively, the “Debtors”), the Official Committee o26 Unsecured Creditors (the “Official Committee,” and with the Debtors, the “Plan Proponents”27 and JPMorgan Chase Bank, N.A. (“Chase,” and together with the Plan Proponents, the “Parties”28

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1 The Parties hereby stipulate and agree as follows: 2 RECITALS 3 WHEREAS, Professional Finance Investors, Inc. and certain of its affiliates became debtor4 under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court fo5 the Northern District of California (the “Bankruptcy Court”) on various dates in 2020 and 2026 (collectively, the “Petition Dates”). On February 19, 2021, the Bankruptcy Court ordered the joi7 administration of the Debtors’ cases for procedural purposes only [Docket No. 412]. 8 WHEREAS, the Bankruptcy Court has jurisdiction over this matter pursuant to 29 U.S.C. § 1334, this matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), an10 venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 11 WHEREAS, on March 21, 2021, the Plan Proponents filed that certain Joint Chapter 112 Plan of Professional Finance Investors, Inc. and its Affiliated Debtors Proposed by the Debtor13 and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Member14 Committee and the Ad Hoc DOT Noteholders Committee [Docket No. 489] (as may be amende15 modified, and supplemented, the “Plan”).1 The Plan reflects certain agreed-upon change16 resolving many of the concerns raised by Chase during discussions with the Debtors. 17 WHEREAS, Article II, Section 2.2.3(a) of the Plan provides that “[u]nless the PFI Trus18 and the Holder of a Class 1 Claim agree in writing otherwise, each Holder of a Class 1 Clai19 shall be deemed to have irrevocably waived as of the Effective Date any and all defaults o20 breaches of contract listed in the following clauses (i) through (xi) that occurred or arose, or ma21 have occurred or arose, prior to the Effective Date, whether discovered or undiscovered, whethe22 continuing thereafter or not, and any fees or penalties in connection therewith . . . (xi) related t23 any nonpayment breach by any Debtor of any other nonpayment covenant in any loan or securit24 agreement between a Debtor and the Holder of a Class 1 Claim.” 25 WHEREAS, on March 30, 2021, the Plan Proponents filed the Joint Motion for an Orde26 (I) Approving the Plan Summary and Conditionally Approving the Disclosure Statement; (II27 1 Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Plan. 28

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1 Scheduling Combined Hearing of Approval of Disclosure Statement and Confirmation of Pla2 and Approving the Form and Manner of Service of the Combined Hearing Notice; (III3 Establishing Non-Investor Bar Dates for Filing Proofs of Claim; (IV) Approving Form an4 Manner of Notice of Non-Investor Bar Dates; (V) Establishing Procedures for the Solicitatio5 and Tabulation of Votes on Plan; and (VI) Approving Related Matters [Docket No. 513], whic6 the Bankruptcy Court approved on April 19, 2021 [Docket No. 575] (the “Solicitation Procedure7 Order”). 8 WHEREAS, pursuant to the Solicitation Procedures Order, May 13, 2021 is the deadlin9 for non-investors, including Non-Investor First-Priority Lenders, to file proofs of claim for a10 non-investor claims against the Debtors (the “Non-Investor Bar Date”). 11 WHEREAS, Chase is the holder of a first-lien deed of trust on 16 of the real propertie12 owned by the Debtors, the value of which substantially exceeds the amount of Chase’s claims. 13 WHEREAS, Chase is a Non-Investor First-Priority Lender that is entitled to vote as 14 Holder of a Class 1 Non-Investor First-Priority Lender Claim that is impaired under the Plan. 15 WHEREAS, as a result of the Parties’ discussions, the Parties, in an effort to save o16 administrative costs and expenses, have consensually resolved Chase’s remaining issues with th17 Plan and hereby agree that, on the terms set forth herein, certain claims as described on Exhibit 18 shall be deemed filed by Chase prior to the Non-Investor Bar Date both in accordance with th19 Solicitation Procedures Order and any other rule or practice governing the filing of claims in thes20 chapter 11 cases. 21 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED A22 FOLLOWS: 23 The recitals set forth above are incorporated herein. 24 To the extent that the Plan is confirmed, the waiver contained in Article II, Sectio25 2.2.3(a)(xi) of the Plan shall not apply to Chase, and the definition of “Nonpayment Default26 defined in section 2.2.3(a) of the Plan shall only include clauses (i) through (x) of such section. 27 Chase shall be exempt from any requirement to file a proof of claim, and the claims liste28 and described on Exhibit A hereto, as well as the reservation of rights described on Exhibit

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1 hereto, shall serve as Chase’s proof of claim in these cases (the “Proof of Claim”), which shall b2 deemed filed by Chase prior to the Non-Investor Bar Date both in accordance with the Solicitatio3 Procedures Order and any other rule or practice governing the filing of claims in these chapter 14 cases. 5 Any rights of any party to object to any Proof of Claim is not impacted by the entry an6 approval of this Stipulation. 7 The terms and conditions of this Stipulation shall be immediately effective and enforceabl8 upon entry of an order by the Bankruptcy Court approving it. 9 This Stipulation shall be binding upon the Parties, the PFI Trustee, and their respectiv10 successors, agents, assigns, including bankruptcy trustees and estate representatives, and an11 parent, subsidiary, or affiliated entity of the Parties. 12 This Stipulation shall not be modified, altered, amended or supplemented except by 13 writing executed by the Parties or their authorized representatives. 14 The Bankruptcy Court retains jurisdiction with respect to all matters arising from or relate15 to the implementation of this Stipulation, and the Parties hereby consent to such jurisdiction t16 resolve any disputes or controversies arising from or related to this Stipulation. 17 18 [Remainder of page intentionally left blank] 19 20 21 22 23 24 25 26 27 28

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1 Respectfully submitted, 2 Dated: May 10, 2021 Richard A. Lapping (Cal. Bar No. 107496) 3 TRODELLA & LAPPING LLP 4 By: /s/ Richard A. Lapping 5 6 Attorneys for the Debtors 7 8 9 Dated: May 10, 2021 Debra I. Grassgreen (Cal. Bar No. 169978) John D. Fiero (Cal. Bar No. 136557) 10 Cia H. Mackle (Pro Hac Vice) PACHULSKI STANG ZIEHL & JONES LLP 11 12 By: /s/ John D. Fiero 13 Attorneys for the Official Committee of 14 Unsecured Creditors 15 16 17 Dated: May 10, 2021 Adam A. Lewis Mark A. Lightner (Pro Hac Vice) 18 MORRISON & FOERSTER LLP 19 20 By: /s/ Adam A.Lewis ADAM A. LEWIS 21 Attorneys for Creditor 22 JPMORGAN CHASE, N.A. 23 24 25 26 27 28

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1 Exhibit A 2 Schedule of Chase’s First-Lien Secured Claims as of May 1, 2021
Table 1 on page 6. Back to List of Tables
Debtor Against Whom the
Claim is Asserted
Property Address Supporting
the First-Lien Deed of Trust
Professional Finance Investors
Inc.
200 Gate 5 Road, Sausalito, CA 94965
Professional Finance Investors
Inc.
21-37 Duffy Place, San Rafael, CA
94901
Professional Finance Investors
Inc.
390 Woodland Ave, San Rafael, CA
94901
Professional Finance Investors
Inc.
107 Marin St, San Rafael, CA 94901
Professional Finance Investors
Inc.
517 B. St, San Rafael, CA 94901
Professional Investors 22 LLC 18161 Happy Lane, Sonoma, CA 954762
Professional Investors 23 LLC 1701 Novato Blvd, Novato, CA 94947
Professional Investors 24 LLC 1682 Novato Blvd, Novato, CA 94947
Professional Investors 25 LLC 7 Mount Lassen Dr, San Rafael, CA
94903
Professional Investors 26 LLC 100 Tamal Vista Blvd, Corte Madera, CA
94925
Professional Investors 27 LLC 1500-1516 Grant Ave, Novato, CA
94945
Professional Investors 34 LLC 851 Irwin Street, San Rafael, CA 94901
Professional Investors 39 LLC 523-543 4th St 930 Irwin St, San Rafael,
CA 949013
Professional Investors Security
Fund VII
225 Nova Albion Way, San Rafael, CA
94903
Professional Investors Security
Fund XVII
216 Marin St, San Rafael, CA 94901
Professional Investors Security
Fund XV
980 Ignacio Blvd, Novato, CA 94949
TOTAL None
26 2 The Debtors scheduled this property as 120 Orchard Ave, Sonoma, CA 95415 [Docket No. 23, Case No. 20-3092227 3 The Debtors scheduled this property as 523 4th St and 930 Irwin St., San Rafael, CA 95401 [Docket No. 24, Case N21-30083]. 28

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1 2 Exhibit B 3 Reservation of Rights 4 Chase reserves all rights to adjust and amend its Proof of Claim, including, witho5 limitation, as a result of future events, the discovery and analysis of additional information, th6 correction of any errors, the resolution of disputes, and the assertion of any rights of setoff o7 recoupment. This Proof of Claim is intended to include all claims of Chase against the Debtor8 arising under or relating to its first-lien deeds of trust (the “First-Lien Deed of Trust”), and Chas9 reserves the right to amend its Proof of Claim accordingly or to set forth its claims herein with mor10 particularity as it continues to reconcile its books and records. 11 In addition to the amounts set forth in Exhibit A, Chase may have claims against th12 Debtors for, among other things, certain costs and expenses incurred by Chase both prior to an13 since the Petition Dates, including all professional fees and disbursements. Moreover, Chas14 reserves the right to claim pre-petition and post-petition interest with respect to all of the amount15 set forth above to the maximum extent permitted by law. The total amount of such fees, charge16 costs, expenses, interest, and/or attorneys’ fees are estimated and Chase reserves the right to amen17 those estimates. To be clear, Chase does not waive any rights to any and all such interest, fee18 charges, costs, expenses, and/or attorneys’ fees by not stating a specific amount at this time. 19 Chase expressly reserves any and all defenses, counterclaims or objections, includin20 without limitation, the right of setoff, recoupment or similar right, remedy or defense against an21 claims or counterclaims asserted by the Debtors in relation to its claims herein, or any other clai22 arising in connection with the First-Lien Deed of Trust or otherwise described above. 23 This Proof of Claim is not an election of remedies and is without prejudice to Chase’s right24 to assert claims against third parties, whether arising out of or relating to the facts and circumstance25 underlying Chase’s claims herein, or otherwise. Chase hereby expressly preserves any and a26 rights, claims, causes of action, defenses, counterclaims or objections, or any similar right27 remedies or defenses against all persons or entities, whether in this Bankruptcy Court or elsewher28

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1 whether currently existing or arising in the future, against whom it determines to have claims. 2 The execution and filing of this Proof of Claim is not a waiver or release of Chase’s right3 against any other entity or person that may be liable for all or any part of its claims herein; a4 election of remedies that waives or otherwise affects any other remedy; or a waiver of any o5 Chase’s rights to have its claims herein and any defenses, counterclaims or objections theret6 determined before a jury, by arbitration, or before any other judicial or administrative body havin7 jurisdiction, and to the extent necessary to preserve such rights, make demand therefor. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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