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Full title: Stipulation, to Modify Final Order Granting Emergency Motion For Order Authorizing (I) New Debtors To Maintain (A) Certain Existing Bank Accounts and (B) Their Cash Management Systems, (II) All Debtors To Perform Certain Intercompany Transactions, and (III) Certain Related Relief Filed by Debtor Professional Financial Investors, Inc.. (Marum, J.) (Entered: 06/04/2021)

Document posted on Jun 3, 2021 in the bankruptcy, 14 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In connection with the entry of orders for relief in their respective chapter 11 cases10 each of the Debtors sought and obtained authority to maintain their respective bank accounts at 11 Umpqua Bank,1 which bank accounts the Debtors ultimately closed and transferred the proceeds 12 thereof to new accounts held at East West Bank (“EWB”), pursuant to that Final Order Granting 13 Emergency Motion for Order Authorizing (I) 21 22 23 1 See Final Order Approving Debtors' Emergency Motion for an Order Authorizing Debtors to Maintain their Existing Bank Accounts and Approving Debtors Continuity of their Cash 24 Management System [Docket No. 232];Final Order Approving Emergency Motion for Order Authorizing (I) LLC/LP Debtors to Maintain Certain Existing Bank Accounts, (II) 25 LLC/LP Debtors to Maintain Cash Management System, (III) Original Debtors and LLC/LP Debtors to Perform Certain Intercompany Transactions, and (IV) Certain Relate26 The Debtors have been advised by EWB thatEWB will allow the Debtors to 4 collect rent through the ACH transactions only if the Debtors provide collateral througha new 5 deposit account that at all times contains cash equivalent to the total typical monthly amount of th 6 ACH transactions (the “ACH Rent Account”).Subject to Court approval and authorizationto open the ACH Rent Account, PFI 6 agrees to enter into, execute, and take those actions necessary to effectuate the underlying 7 documents requiredto open the ACH Rent Account, which account shall be held at EWB for the 8 benefit of all of the Debtors, and bear account no.

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1 SHEPPARD, MULLIN, RICHTER & HAMPTONLLP A Limited Liability Partnership 2 Including Professional Corporations ORI KATZ, Cal. Bar No. 209561 3 J. BARRETT MARUM, Cal. Bar No. 228628 JEANNIE KIM, Cal. Bar No. 270713 4 MATT R. KLINGER, Cal. Bar No. 307362 Four Embarcadero Center, 17th Floor 5 San Francisco, California 94111-4109 Telephone: 415.434.9100 6 Facsimile: 415.434.3947 Email: okatz@sheppardmullin.com 7 bmarum@sheppardmullin.com jekim@sheppardmullin.com 8 mklinger@sheppardmullin.com Counsel for Debtors 9 TRODELLA & LAPPING LLP 10 Richard A. Lapping, Cal. Bar No. 107496 540 Pacific Avenue 11 San Francisco, CA 94133 Telephone: (415) 399-1015 12 Facsimile: (415) 651-9004 Email: Rich@TrodellaLapping.com 13 Conflicts Counsel for the Debtors 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 16 In re Case No. 20-30604 17 PROFESSIONAL FINANCIAL (Jointly Administered) INVESTORS, INC., et al., 18 Debtors. Chapter 11 19 STIPULATION TO MODIFY FINAL 20 ORDER GRANTING EMERGENCY MOTION FOR ORDER AUTHORIZING (I 21 NEW DEBTORS TO MAINTAIN (A) CERTAIN EXISTING BANK ACCOUNTS 22 AND (B) THEIR CASH MANAGEMENT SYSTEMS, (II) ALL DEBTORS TO 23 PERFORM CERTAIN INTERCOMPANY TRANSACTIONS, AND (III) CERTAIN 24 RELATED RELIEF 25 [No Hearing Requested] 26 This Stipulation is entered intoby and among Professional Financial Investors, Inc. 27 (“PFI”) and its affiliated debtors and debtors in possession (collectively, together with PFI,the

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1 bankruptcy cases of PFI and Professional Investors Security Fund, Inc. (collectively, the “OCUC”2 by and through their respective undersigned counsel. Collectively, the Debtors and the OCUC3 may be referred to herein as the “Parties,” and represent as follows: 4 RECITALS 5 A. The Debtors’ bankruptcy cases first commenced on July 16, 2020, by virtue of the 6 filing of an involuntary petition for an order for relief against Professional Investors Security 7 Fund, Inc. Thereafter, each of the Debtors either filed voluntary petitions for reliefor consents to 8 the entry of an order for relief, which orders for relief the Court entered beginning July 27, 2020. 9 B. In connection with the entry of orders for relief in their respective chapter 11 cases10 each of the Debtors sought and obtained authority to maintain their respective bank accounts at 11 Umpqua Bank,1 which bank accounts the Debtors ultimately closed and transferred the proceeds 12 thereof to new accounts held at East West Bank (“EWB”), pursuant to that Final Order Granting 13 Emergency Motion for Order Authorizing (I) New Debtors to Maintain (A) Certain Existing Bank14 Accounts and (B) Their Cash Management Systems, (II) All Debtors to Perform Certain 15 Intercompany Transactions, and (III) Certain Related Relief entered by the Court on April 4, 20216 (the “Final Cash Management Order”). 17 C. The Final Cash Management Order also fixed June 3, 2021, as the date by which 18 the New Debtors (as defined in the Final Cash Management Order) holding Reserve and Escrow 19 Accounts were required to close such accounts. The New Debtors need additional time to comply20 with this provision of the Final Cash Management Order. 21 22 23 1 See Final Order Approving Debtors' Emergency Motion for an Order Authorizing Debtors to Maintain their Existing Bank Accounts and Approving Debtors Continuity of their Cash 24 Management System [Docket No. 232]; Final Order Approving Emergency Motion for Order Authorizing (I) LLC/LP Debtors to Maintain Certain Existing Bank Accounts, (II) 25 LLC/LP Debtors to Maintain Cash Management System, (III) Original Debtors and LLC/LP Debtors to Perform Certain Intercompany Transactions, and (IV) Certain Relate26 Relief [Docket No. 354]; Final Order Granting Emergency Motion for Order Authorizing 27 (I) New Debtors to Maintain (A) Certain Existing Bank Accounts and (B) Their Cash Management Systems, (II) All Debtors to Perform Certain Intercompany Transactions, an

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1 D. The Debtors desire toaccept rent from their respective tenants in the ordinary 2 course of the Debtors’ business, via automated clearing house (“ACH”) transactions, through 3 secure channels. The Debtors have been advised by EWB thatEWB will allow the Debtors to 4 collect rent through the ACH transactions only if the Debtors provide collateral througha new 5 deposit account that at all times contains cash equivalent to the total typical monthly amount of th 6 ACH transactions (the “ACH Rent Account”). 7 E. The Debtors have discussed the need for the ACH Rent Account and proposed 8 modification of the Final Cash Management Order with the OCUC and the Office of the United 9 States Trustee (“UST”). In addition, the Ad Hoc LLC Members Committee and the Ad Hoc DOT10 Noteholders Committee have expressed their support for an order modifying the Final Cash 11 Management Order to authorize Debtor PFI to open the ACH Rent Account, and the OCUC and 12 UST have consented to the terms of this Stipulation in accordance with the terms of the Final Cas13 Management Order. 14 F. Subject to Court approval, PFI has entered into that certain agreement with EWB t15 govern the opening of that certain deposit account, to be held at EWB for the benefit of all of the 16 Debtors, bearing account no. xxxxxx7570 (the ACH Rent Account). In connection with the 17 foregoing, PFI further has agreed, subject to Court approval, to enter into that certain Assignment 18 of Deposit Account dated May 24, 2021, pursuant to which PFI grants to EWB a first-priority 19 security interest in the collateral held in the ACH Rent Account. A copy of the Assignment of 20 Deposit Account is attached hereto as Exhibit B. For the avoidance of doubt, the Debtors confir21 that the funds to be held in the ACH Rent Account do not constitute the Cash Collateral of any 22 secured creditor and are not otherwise encumbered by any liens, encumbrances, or claims. 23 G. In the interest of judicial efficiency and economy, the Parties have agreed to seek 24 such order pursuant to this Stipulation and respectfully request that the Court enter an order 25 approving this Stipulation and the relief requested herein. 26 STIPULATION 27 NOW THEREFORE, THE PARTIES HEREBY AGREE AND STIPULATE as follows:

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1 1. Subject to Court approval and authorization, the Final Cash Management Order 2 shall be modified to incorporate the terms hereof. 3 2. The date by which the New Debtors must close their Reserve and Escrow Account4 is extended through and including June 30, 2021. 5 3. Subject to Court approval and authorizationto open the ACH Rent Account, PFI 6 agrees to enter into, execute, and take those actions necessary to effectuate the underlying 7 documents requiredto open the ACH Rent Account, which account shall be held at EWB for the 8 benefit of all of the Debtors, and bear account no. xxxxxx7570. 9 4. Subject to Court approval and authorization, and in connection with the opening of10 the ACH Rent Account, PFI agrees to enter into, execute, and take those actions necessary to 11 effectuate that certain Assignment of Deposit Account dated May 24, 2021, pursuant to which the12 Debtors grant to EWB a first-priority security interest in the collateral held in the ACH Rent 13 Account. 14 5. The Parties request that the Courtapprove this stipulation by enteringthe order 15 attached hereto as Exhibit A. 16 / / / 17 / / / 18 / / / 19 / / / 20 / / / 21 / / / 22 / / / 23 / / / 24 25 26 27

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1 IT IS SO STIPULATED. 2 Dated: June 3,2021 3 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 4 By /s/ J. Barrett Marum 5 ORI KATZ 6 J. BARRETT MARUM JEANNIE KIM 7 MATT KLINGER 8 Counsel for the Debtors 9 Dated: June 3, 2021 10 TRODELLA LAPPING LLP 11 12 By /s/ Richard A. Lapping 13 RICHARD A. LAPPING 14 Conflicts Counsel for Debtors 15 Dated: June 3, 2021 16 PACHULSKI STANG ZIEHL & JONES LLP 17 18 By /s/ John D. Fiero 19 DEBRA I. GRASSGREEN JOHN D. FIERO 20 CIA H. MACKLE 21 Attorneys forthe Official Committee of Unsecured 22 Creditors 23 24 25 26 27

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1 NO OBJECTIONS TO THE FOREGOING 2 Dated: June 3, 2021 3 OFFICE OF THE UNITED STATES TRUSTEE 4 5 By /s/ Jared Day 6 JARED DAY 7 Attorneys forTracy Hope Davis, United States Truste for Region 17 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 Exhibit A 2 (Proposed Order) 3 UNITED STATES BANKRUPTCY COURT 4 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 5 In re Case No. 20-30604 6 PROFESSIONAL FINANCIAL (Jointly Administered) 7 INVESTORS, INC., et al., 8 Debtors. Chapter 11 [PROPOSED] ORDER APPROVING 9 STIPULATION TO MODIFY FINAL ORDER GRANTING EMERGENCY 10 MOTION FOR ORDER AUTHORIZING (I NEW DEBTORS TO MAINTAIN (A) 11 CERTAIN EXISTING BANK ACCOUNTS AND (B) THEIR CASH MANAGEMENT 12 SYSTEMS, (II) ALL DEBTORS TO PERFORM CERTAIN INTERCOMPANY 13 TRANSACTIONS, AND (III) CERTAIN RELATED RELIEF 14 [No Hearing Requested] 15 16 The Court having read andconsidered the Stipulation to Modify Final Order Granting 17 Emergency Motion for Order Authorizing (I) New Debtors to Maintain (A) Certain Existing Bank18 Accounts and (B) Their Cash Management Systems, (II) All Debtors to Perform Certain 19 Intercompany Transactions, and (III) Certain Related Relief (the “Stipulation”)2 entered into by 20 and among the Debtors andthe OCUC and filed with the Court on June [•], 2021, as Docket No. 21 [•], and good cause appearing to approve the Stipulation, 22 IT IS HEREBY ORDERED that: 23 1. The Stipulation is APPROVED. 24 2. The Final Cash Management Order shall be modified to incorporate the terms 25 hereof. 26 27 2 Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in

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1 a. The date by which the New Debtors must close their Reserve and Escrow 2 Accounts is extended through and including June 30, 2021. 3 b. PFI is authorized to enter into, execute, and take those actions necessary to 4 effectuate the underlying documents required to open the ACH Rent Account, which 5 account shall be held at EWB for the benefit of all of the Debtors, and bearaccount no. 6 xxxxxx7570. 7 c. PFI is authorized to enter into, execute, and take those actions necessary to 8 effectuate that certain Assignment of Deposit Account dated May 24, 2021, pursuant to 9 which the Debtors grantto EWB a first-priority security interest in the collateral held in th10 ACH Rent Account. 11 * * * END OF [PROPOSED] ORDER * * * 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 Exhibit B 2 (Assignment of Deposit Account) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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