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Full title: Ex Parte Motion for An Order Authorizing the Plan Proponents to (1) File an Oversized Confirmation Brief, and (2) Not File the Actual Ballots Received with the Court as Required Under Bankruptcy Local Rule 3020-1 Filed by Debtor Professional Financial Investors, Inc. (Marum, J.) (Entered: 05/19/2021)

Document posted on May 18, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Creditors (the “Committee” and together with the Debtors, the “Proponents”), submit this ex part6 motion (the “Motion”) for the entry of an order substantially in the form attached hereto as Exhibi7 A, authorizing the Proponents to (1) file an oversized Memorandum of Points and Authorities i8 Support of Confirmation of Amended Joint Plan of Professional Financial Investors, Inc. and it9 The Proponents seek an order from the Court allowing them to enlarge the page limit for thei19 Confirmation Brief to no more than fifty (50) total pages, which total shall include, among othe20 things, the Table of Contents, Table of Authorities, case background, argument, and a proposed for21 of order.Proponents hereby request authority to forego filing ballots received with the Court and instea21 simply file a ballot tabulation showing the percentages of acceptances and rejections for each votin22 class as required by BLR 3020-1 along with the total number of ballots received for each class.Received with the Court as Required Under Bankruptcy Local Rule 3020-1 (the “Motion”) 2 filed b16 Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors in possessio17 (collectively, with PFI, the “Debtors”)3 and the Official Committee of Unsecured Creditors (th18 “Committee” and together with the Debtors, the “Proponents”) on May [•], 2021 as Docket No.[19 for an order authorizing the Proponents (1) Memorandum of Points and Authorities in Support 20 Confirmation of Amended Joint Plan of Professional Financial Investors, Inc. and its Affiliate21 Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported b22

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Document Contents

1 Ori Katz (CA Bar No. 209561) Debra I. Grassgreen (CA Bar No. 169978) J. Barrett Marum (CA Bar No. 228628) John D. Fiero (CA Bar No. 136557) 2 Matt Klinger (CA Bar No. 307362) Cia H. Mackle (admitted pro hac vice) SHEPPARD, MULLIN, RICHTER & HAMPTON PACHULSKI STANG ZIEHL & JONES LL3 LLP Four Embarcadero Center, 17th Floor 150 California Street, 15th Floor 4 San Francisco, CA 94111-4019 San Francisco, CA 94111 Telephone: (415) 434-9100 Telephone: (415) 263-7000 5 Facsimile: (415) 434-3947 Facsimile: (415) 263-7010 Email: okatz@sheppardmullin.com E-mail: dgrassgreen@pszjlaw.com 6 bmarum@sheppardmullin.com jfiero@pszjlaw.com mklinger@sheppardmullin.com cmackle@pszjlaw.com 7 Counsel to the Official Committee of Counsel to Debtors and Debtors in Possession Unsecured Creditors 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN FRANCISCO DIVISION 12 Chapter 11 In re: 13 Case No. 20-30604 PROFESSIONAL FINANCIAL INVESTORS, INC., et al., 14 (Jointly Administered) 15 EX PARTE MOTION FOR AN ORDER Debtors. AUTHORIZING THE PLAN PROPONENTS T 16 (1) FILE AN OVERSIZED CONFIRMATION BRIEF, AND (2) NOT FILE THE ACTUAL 17 BALLOTS RECEIVED WITH THE COURT A REQUIRED UNDER BANKRUPTCY LOCAL 18 RULE 3020-1 19 20 21 22 23 24 25 26 27 28

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1 I. 2 INTRODUCTION 3 Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors i4 possession (collectively, with PFI, the “Debtors”)1 and the Official Committee of Unsecure5 Creditors (the “Committee” and together with the Debtors, the “Proponents”), submit this ex part6 motion (the “Motion”) for the entry of an order substantially in the form attached hereto as Exhibi7 A, authorizing the Proponents to (1) file an oversized Memorandum of Points and Authorities i8 Support of Confirmation of Amended Joint Plan of Professional Financial Investors, Inc. and it9 Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors an10 Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committe11 (the “Confirmation Brief”) in excess of the twenty-five (25) page limit as set forth in Bankruptc12 Local Rule 9013-1(c) (“BLR 9013-1(c)”), and (2) to not file ballots as required by Bankruptcy Loc13 Rule 3020-1 (“BLR 3020-1”). 14 II. 15 THE PROPONENTS REQUEST TO EXPAND THE PAGE LIMIT FOR THE 16 CONFIRMATION BRIEF 17 BLR 9013-1(c) limits the length of initial and response memoranda to “25 pages of text. 18 The Proponents seek an order from the Court allowing them to enlarge the page limit for thei19 Confirmation Brief to no more than fifty (50) total pages, which total shall include, among othe20 things, the Table of Contents, Table of Authorities, case background, argument, and a proposed for21 of order. The Proponents anticipate, however, that if the Table of Contents, Table of Authoritie22 and proposed form of order are excluded, the Confirmation Brief would consist of approximatel23 thirty (30) pages. The Amended Joint Plan of Professional Financial Investors, Inc. and it24 Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors an25 Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committe26 27 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found www.donlinrecano.com/Clients/pfi/index. The federal tax identification numbers of each of the Debtors i28 also available in the bankruptcy petitions of each Debtor, also available at the Donlin Recano website.

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1 was filed on April 9, 2021 as Docket No. 554 (the “Joint Amended Plan”) by both the Debtors an2 the Committee. In addition, the Joint Amended Plan is supported by both the Ad Hoc LL3 Members and the Ad Hoc DOT Noteholders Committee (together, the “Ad Hoc Committees”). As 4 result, the Proponents intend to file one Confirmation Brief jointly rather than two separate briefs i5 support of confirmation of the Joint Amended Plan. Furthermore, the Proponents will be seekin6 input and support of the Confirmation Brief from the Ad Hoc Committees prior to filing th7 Confirmation Brief with the Court, thus avoiding the need for the Ad Hoc Committees to each fil8 their own separate briefs in support of confirmation of the Joint Amended Plan. As a result, th9 Proponents believe that the requested extension of the page limit set out in BLR 9013-1(c) i10 appropriate and will promote the Court’s interest in judicial economy. 11 III. 12 THE PROPONENTS REQUEST TO FOREGO FILING ALL BALLOTS RECEIVED WIT13 THE COURT 14 In addition, the Proponents hereby request to forego the requirement set forth in BLR 3020-15 mandating that they file all ballots received at least three days prior to the confirmation hearin16 Nearly 2,200 ballots were received prior to the May 13, 2021 deadline to submit ballots on the Joi17 Amended Plan. Over 99% of the ballots received voted to accept the Joint Amended Plan. As 18 result, the Proponents submit that having to file all ballots received with the Court would be onerou19 and likely of little benefit to the Court or interested parties. In the interest of judicial economy, th20 Proponents hereby request authority to forego filing ballots received with the Court and instea21 simply file a ballot tabulation showing the percentages of acceptances and rejections for each votin22 class as required by BLR 3020-1 along with the total number of ballots received for each class. 23 IV. 24 CONCLUSION 25 For the reasons set out above, the undersigned respectfully request entry of an orde26 substantially in the form attached hereto as Exhibit A, authorizing the Proponents to (1) file a27 oversized Confirmation Brief totaling up to fifty (50) pages in length, and (2) forego filing copies o28 all ballots received.

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1 2 3 Dated: May 19, 2021 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 4 By: /s/ J. Barrett Marum 5 Ori Katz J. Barrett Marum 6 Matt Klinger 7 Attorneys for the Debtors 8 Dated: May 19, 2021 PACHULSKI STANG ZIEHL & JONES LLP 9 10 By: /s/ Cia H. Mackle Debra Grassgreen 11 John D. Fiero Cia H. Mackle 12 Attorneys for the Official Committee of Unsecure 13 Creditors 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 EXHIBIT A 2 UNITED STATES BANKRUPTCY COURT 3 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 4 In re Case No. 20-30604 5 6 PROFESSIONAL FINANCIAL (Jointly Administered) INVESTORS, INC., et al., 7 Chapter 11 Debtors. 8 [PROPOSED] ORDER GRANTING EX PARTE MOTION FOR AN ORDER 9 AUTHORIZING THE PLAN PROPONENTS TO (1) FILE AN OVERSIZED 10 CONFIRMATION BRIEF, AND (2) NOT FILE THE ACTUAL BALLOTS RECEIVED 11 WITH THE COURT AS REQUIRED UNDER BANKRUPTCY LOCAL RULE 3020-1 12 13 The Court having considered the Ex Parte Motion for An Order Authorizing the Pla14 Proponents to (1) File an Oversized Confirmation Brief, and (2) Not File the Actual Ballot15 Received with the Court as Required Under Bankruptcy Local Rule 3020-1 (the “Motion”) 2 filed b16 Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors in possessio17 (collectively, with PFI, the “Debtors”)3 and the Official Committee of Unsecured Creditors (th18 “Committee” and together with the Debtors, the “Proponents”) on May [•], 2021 as Docket No. [19 for an order authorizing the Proponents (1) Memorandum of Points and Authorities in Support 20 Confirmation of Amended Joint Plan of Professional Financial Investors, Inc. and its Affiliate21 Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported b22 the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee (th23 “Confirmation Brief”) in excess of the 25 page limit as set forth in Bankruptcy Local Rule 9013-1(24 25 26 2 Capitalized terms not otherwise defined in this Order shall have the same meanings ascribed to them in thMotion. 27 3 A complete list of the Debtors and their respective chapter 11 case numbers may be found www.donlinrecano.com/Clients/pfi/index. The federal tax identification numbers of each of the Debtors i28 also available in the bankruptcy petitions of each Debtor, also available at the Donlin Recano website.

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1 (“BLR 9013-1(c)”), and (2) to not file ballots received by the Debtors as required by Bankruptc2 Local Rule 3020-1 (“BLR 3020-1”), and good cause appearing for the relief requested in the Motio3 IT IS HEREBY ORDERED that: 4 1. The Motion is GRANTED. 5 2. The Proponents are hereby authorized to file a Confirmation Brief totaling no mor6 than fifty (50) pages in length as set forth in the Motion. 7 3. Notwithstanding the requirements of BLR 3020-1, the Proponents are hereb8 authorized to forego filing copies of ballots received that voted on whether to accept or reject th9 Joint Amended Plan. 10 * * * END OF [PROPOSED] ORDER * * * 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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