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 LLP 3 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: [email protected] E-mail: [email protected] 6 [email protected] [email protected] [email protected] [email protected] 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 In re: Chapter 11
13 PROFESSIONAL FINANCIAL Case No. 20-30604 INVESTORS, INC., et al., 14 (Jointly Administered)
15 SUPPLEMENT TO AMENDED JOINT Debtors. CHAPTER 11 PLAN OF PROFESSIONAL 16 FINANCIAL INVESTORS, INC. AND ITS AFFILIATED DEBTORS PROPOSED BY THE 17 DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND SUPPORTED 18 BY THE AD HOC LLC MEMBERS COMMITTEE AND THE AD HOC DOT 19 NOTEHOLDERS COMMITTEE
20 Plan Confirmation Hearing: Date: May 27, 2021 21 Time: 10:00 a.m. (Pacific Time) Place: Telephonic/Video Appearances Only 22 450 Golden Gate Avenue, 16th Floor San Francisco, CA 94102 23 Judge: Hon. Hannah L. Blumenstiel
24 25 On April 9, 2021, Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and 26 debtors in possession (collectively, with PFI, the “Debtors”)1 and the Official Committee of 27 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found at 28 www.donlinrecano.com/pfi. The federal tax identification numbers of each of the Debtors is also available in the bankruptcy petitions of each Debtor, also available at the Donlin Recano website. SMRH:4828-1840-9960.1 -1- 043021 73ZL-319169 Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 1 of 39 1 Unsecured Creditors (the “Committee” and together with the Debtors, the “Proponents”), filed their
2 Joint Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by the 3 Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC 4 Members Committee and the Ad Hoc DOT Noteholders Committee as Dkt. No. 554 (the “Plan”).2 5 The Plan provides for the filing of a supplement providing certain information as described in 6 the Plan (the "Plan Supplement"), no later than seven (7) days prior to the Voting Deadline under the 7 Plan, which deadline is set to occur on May 13, 2021. Accordingly, this Plan Supplement is being 8 provided in accordance with the terms of the Plan.
9 Enclosed with this Plan Supplement are the following exhibits: 10 • Exhibit A: PFI Trust Agreement 11 • Exhibit B: 1129(a)(5) Disclosures 12 • Exhibit C: Schedule of Assumed Agreements 13 • Exhibit D: Revised List of Potential Claims 14 15 Dated: May 6, 2021 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
16 By: /s/ Ori Katz 17 Ori Katz J. Barrett Marum 18 Matt Klinger 19 Attorneys for the Debtors 20 Dated: May 6, 2021 PACHULSKI STANG ZIEHL & JONES LLP 21 22 By: /s/ Cia H. Mackle Debra Grassgreen 23 John D. Fiero Cia H. Mackle 24 25 Attorneys for the Official Committee of Unsecured Creditors 26 27
28 2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan. SMRH:4828-1840-9960.1 -2- 043021 73ZL-319169 Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 2 of 39 EXHIBIT A
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PFI TRUST AGREEMENT
This PFI Trust Agreement (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of ______, 2021, is made and entered into by and among the entities listed as “Debtors” on the signature pages hereto (each, a “Debtor”) and Michael Goldberg, solely in his capacity as post-effective date trustee for purposes of this Agreement (the “PFI Trustee”) executed in connection with and pursuant to the terms of the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee dated ______, 2021 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”), which Plan provides for, among other things, the establishment of the trust evidenced hereby (the “PFI Trust”). All capitalized terms which are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such Defined Terms in the Plan. WI T N E S S E T H
WHEREAS, the Chapter 11 Cases were commenced by the Debtors filing voluntary and involuntary chapter 11 petitions in the Bankruptcy Court on various dates between July 16, 2020 and February 4, 2021;
WHEREAS, the Bankruptcy Court confirmed the Plan by order dated ______;
WHEREAS, this Agreement is entered into to effectuate the establishment of the PFI Trust as provided in the Plan and the Confirmation Order;
WHEREAS, the PFI Trust is established for the benefit of the PFI Trust Beneficiaries under the Plan;
WHEREAS, the PFI Trust is established (i) for the purpose of collecting, administering, distributing and monetizing the PFI Trust Assets for the benefit of the PFI Trust Beneficiaries in accordance with the terms of this Agreement and the Plan and (ii) to pay certain Allowed Claims and statutory fees, in each case to the extent required by the Plan;
WHEREAS, the PFI Trust shall have no objective or authority to continue or to engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the PFI Trust as set forth in this Agreement and the Plan;
WHEREAS, the Plan provides that the PFI Trust Beneficiaries are entitled to their applicable PFI Trust Interests;
WHEREAS, pursuant to the Plan, the Debtors, the PFI Trustee, and the PFI Trust Beneficiaries are required to treat, for all federal income tax purposes, the transfer of the PFI Trust Assets to the PFI Trust as a deemed transfer of the PFI Trust Assets by the Debtors to the PFI Trust Beneficiaries on account of their Allowed Claims under the Plan, followed by a deemed transfer of the PFI Trust Assets by the PFI Trust Beneficiaries to the PFI Trust in exchange for the beneficial interests herein, and to treat the PFI Trust Beneficiaries as the grantors and owners of the PFI Trust in accordance with Treasury Regulation Section 301.7701-4;
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WHEREAS, the PFI Trust is intended to be treated as a grantor trust for federal income tax purposes; and
WHEREAS, the Bankruptcy Court shall have jurisdiction over the PFI Trust, the PFI Trustee, and the PFI Trust Assets as provided herein and in the Plan.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and in the Plan, the Debtors and the PFI Trustee agree as follows:
ARTICLE I DEFINITIONS AND INTERPRETATIONS
1.1 Definitions.
1.1.1. “Agreement” shall have the meaning set forth in the introductory paragraph to this Agreement.
1.1.2. “Debtor” shall have the meaning set forth in the introductory paragraph to this Agreement.
1.1.3. “PFI Trust” shall have the meaning set forth in the introductory paragraph to this Agreement.
1.1.4. “PFI Trustee” shall mean (x) initially, the Person named in the introductory paragraph to this Agreement as the PFI Trustee, and (y) any successors or replacements duly appointed under the terms of this Agreement.
1.1.5. “Plan” shall have the meaning set forth in the introductory paragraph to this Agreement.
1.1.6. “Statements” shall have the meaning set forth in Section 8.7 hereof.
1.1.7. “Transfer” shall mean, with respect to a PFI Trust Interest, any transfer, sale, pledge, assignment, conveyance, gift, bequest, inheritance, grant, distribution, hypothecation or other disposition of or creation or a security interest in such PFI Trust Interest, whether voluntarily or by operation of law. “Transferor,” “Transferee,” and “Transferred” shall have correlative meanings.
1.1.8. “Transfer Notice” shall have the meaning set forth in Section 6.5.1 hereof.
1.2 Plan Terms Control. In the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern and control. This Agreement shall not be construed to impair or limit in any way the rights of any Person under the Plan.
1.3 Interpretation. In this Agreement, except to the extent the context otherwise requires, (i) reference to any Section, Article, subsection, clause, Schedule, Exhibit, preamble or recital, is to that such Section, Article, subsection, clause, Schedule, Exhibit, preamble or recital under this Agreement, (ii) the words “hereof,” “herein,” and similar terms shall refer to this Agreement and not
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to any particular section or article of this Agreement, (iii) references to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, supplemented, replaced or restated from time to time in accordance with its terms and subject to compliance with any requirements set forth therein, (iv) references to any law, statute, rule, regulation or form (including in the definition thereof) shall be deemed to include references to such statute, rule, regulation or form as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, include any rules and regulations promulgated under such statute), and all references to any section of any statute, rule, regulation or form include any successor to such section, (v) references to any party hereto shall include its successors and permitted assigns, (vi) wherever the word “include,” “includes” or “including” is used herein, it shall be deemed to be followed by the words “without limitation,” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision with respect to which such examples are provided, (vii) the words “shall” and “will” are used interchangeably throughout this Agreement, and the use of either connotes a mandatory requirement, (viii) the word “or” is not meant to be exclusive, and shall be interpreted as “and/or”, (ix) references to “day” or “days” are references to calendar days, (x) the terms “Dollars” and “$” mean United States Dollars, (xi) whenever the context requires, terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine and (xii) references to any time periods herein that are initiated by the receipt of a notice shall be deemed not to include the date such notice is received in the calculation of such time period.
ARTICLE II ESTABLISHMENT, PURPOSE AND FUNDING OF PFI TRUST
2.1 Creation and Name; Formation; Office.
2.1.1. There is hereby created the PFI Trust, which is referred to in Article __ and certain other sections of the Plan. The PFI Trustee may conduct the affairs of the PFI Trust under the name of the “PFI Trust”.
2.1.2. It is the intention of the PFI Trustee that the PFI Trust formed hereby constitutes a statutory trust under the Delaware Act and that this Agreement constitutes the governing instrument of the PFI Trust.
2.1.3. The principal office of the PFI Trust, and such additional offices as the PFI Trustee may determine to establish, shall be located at such place or places as the PFI Trustee may designate from time to time.
2.1.4. Purpose of PFI Trust. The Debtors and the PFI Trustee, pursuant to the Plan and the Confirmation Order and in accordance with the Bankruptcy Code, hereby establish the PFI Trust (i) for the purpose of collecting, administering, distributing and monetizing the PFI Trust Assets for the benefit of the PFI Trust Beneficiaries in accordance with the terms of this Agreement and the Plan and (ii) to pay certain Allowed Claims and statutory fees, in each case to the extent required by the Plan. The Debtors shall have no liability with respect to the distribution or payment of any proceeds of the PFI Trust Assets to any of the PFI Trust Beneficiaries or other holders of Allowed Claims. The activities of the PFI Trust shall be limited to those activities set forth in this Agreement and as otherwise contemplated by the Plan. The PFI Trustee understands and agrees that
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the PFI Trust has no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the PFI Trust as set forth in the Plan.
2.2 Transfer of PFI Trust Assets.
2.2.1. Each trust grantor under the Plan hereby grants, releases, assigns, conveys, transfers and delivers, on behalf of the PFI Trust Beneficiaries, all of the PFI Trust Assets owned, held, possessed or controlled by such Debtor to the PFI Trustee as of the Effective Date, in trust for the benefit of the PFI Trust Beneficiaries for the uses and purposes as specified in this Agreement and the Plan. None of the grantors under the Plan shall have any further obligations with respect to the Allowed Claims under the Plan or the distribution or payment of any proceeds of the PFI Trust Assets to any of the PFI Trust Beneficiaries or other holders of Allowed Claims upon the transfer of the PFI Trust Assets to the PFI Trustee in accordance with this Agreement and the Plan. None of the foregoing transfers to the PFI Trust shall constitute a merger or consolidation of any of the respective Causes of Action, Avoidance Actions, or Contributed Claims, each of which shall retain its separateness following the transfer for all purposes relevant to the prosecution thereof.
2.2.2. For all federal, state, and local income tax purposes, the Debtors, the PFI Trust Beneficiaries, and the PFI Trustee shall treat the transfer of the PFI Trust Assets to the PFI Trust as a deemed transfer of the PFI Trust Assets by the Debtors to the PFI Trust Beneficiaries on account of their Allowed Claims under the Plan, followed by a deemed transfer of the PFI Trust Assets by the PFI Trust Beneficiaries to the PFI Trust in exchange for their beneficial interests in the PFI Trust. Thus, the PFI Trust Beneficiaries shall be treated as the grantors and owners of the PFI Trust for federal income tax purposes.
2.2.3. To the extent that any PFI Trust Assets cannot be transferred to the PFI Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by Section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such PFI Trust Assets shall be deemed to have been retained by the Remaining Debtors and the PFI Trustee shall be deemed to have been designated as a representative of the Remaining Debtors pursuant to Section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such PFI Trust Assets on their behalf. Notwithstanding the foregoing, all proceeds of such PFI Trust Assets (net of all reasonable costs and expenses (including the reasonable fees and expenses of professionals)) shall be transferred to the PFI Trust to be distributed in accordance with this Agreement and the terms of the Plan.
2.3 Nature of Trust. The PFI Trust is irrevocable but subject to amendment and waiver as provided in this Agreement. The PFI Trust is not intended to be, and shall not be deemed to be or treated as, a general partnership, limited partnership, limited liability partnership, joint venture, corporation, limited liability company, joint stock company or association, nor shall the PFI Trustee, or the PFI Trust Beneficiaries, or any of them, for any purpose be, or be deemed to be or treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the PFI Trust Beneficiaries, on the one hand, to the PFI Trust and the PFI Trustee, on the other hand, shall not be deemed a principal or agency relationship, and their rights shall be limited to those conferred upon them by this Agreement, the Plan and the Confirmation Order.
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2.4 Effectiveness. This Agreement, the establishment of the PFI Trust and the transfer of PFI Trust Assets to the PFI Trust pursuant to Section 2.3 hereof shall be effective on the Effective Date immediately prior to the dissolution of the Debtors (other than the Remaining Debtors) under Section 5.2.3 of the Plan.
ARTICLE III BOARD OF ADVISORS
3.1 Board of Advisors. The initial members of the Board of Advisors shall be Jim Adams, Robin Altman, Shela Dean, Paul Greidanus, Rachel Hannah, John Mangini, and Cheryl Reinhardt. The Board of Advisors shall have a consultative and advisory purpose only, and shall have no responsibility for decision-making on matters affecting the PFI Trust. Rather such responsibility shall reside at all times with the PFI Trustee, who shall consult with and take advice from the Board of Advisors for information purposes only and without any obligation to expressly follow such advice, subject to the provisions of this Agreement. Except as otherwise set forth herein, approval of a simple majority of the members of such Board of Advisors shall be required for the Board of Advisors to consult or advise on any matter. On or promptly following the Effective Date, the Board of Advisors shall adopt by-laws that are consistent with the terms and conditions of this Agreement.
3.2 Chair of the Board of Advisors. The initial Chair of the Board of Advisors shall be ______(the “Chair”). The Chair shall exercise such authority as is invested in the Chair in this Agreement in a manner consistent with the duties and responsibilities of the Board of Advisors.
3.3 Resignation/Replacement/Removal of Member of Board of Advisors. A member of the Board of Advisors may resign following written notice to the PFI Trustee and the other members of the Board of Advisors. A member of the Board of Advisors must resign if it is determined by the Debtors or the PFI Trust that such member’s claims are netted to zero such that the member does not have a Restitution Claim (as that term is used in the Plan). Such resignation will become effective on the later to occur of (i) the day specified in such written notice and (ii) the date that is fourteen (14) days after the date such notice is delivered. A member of the Board of Advisors may only be removed by (x) unanimous consent of all other members of the Board of Advisors, or (y) entry of a Bankruptcy Court order finding that cause exists to remove such member. In the event that a member of the Board of Advisors is removed in accordance with the immediately preceding sentence, dies, becomes incapacitated, resigns or otherwise becomes unavailable for any reason, such member’s replacement shall be appointed in accordance with this Agreement.
3.4 Compensation. The members of the Board of Advisors shall be entitled to reimbursement from the PFI Trust Assets of all actual, reasonable and documented out-of-pocket costs and expenses incurred thereby in connection with their service on the Board of Advisors. Except for (i) the expense reimbursement set forth in this Section 3.3 and (ii) indemnification as set forth in Article VII hereof, the members of the Board of Advisors shall receive no compensation or other payment for the performance of their duties hereunder.
3.5 Confidentiality. Each member of the Board of Advisors shall, while serving as a member of the Board of Advisors under this Agreement, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any Person to which any of
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the PFI Trust Assets relate or of which he or she has become aware in his or her capacity as a member of the Board of Advisors.
ARTICLE IV ADMINISTRATION OF THE PFI TRUST
4.1 Rights, Powers and Privileges. In connection with the administration of the PFI Trust, except as set forth in this Agreement and the Plan, the PFI Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the PFI Trust (including, without limitation, all powers, rights, and duties under applicable law). In connection therewith, and subject to the limitations of Section 4.4 hereof (with its sub-parts), the PFI Trustee shall have absolute discretion to pursue or not to pursue any and all Claims, rights, Contributed Claims, or other Causes of Action, as he or she determines are in the best interests of the PFI Trust Beneficiaries and consistent with the purposes of the PFI Trust, and shall have no liability for the outcome of his or her decision. Without limiting the foregoing, but subject to the limitations in this Agreement, the PFI Trustee shall be expressly authorized, but shall not be required, to take the actions set forth in Section 4.3 of the Plan.
4.2 Agents and Professionals. Subject to Section 4.4.3, below, the PFI Trustee may, but shall not be required to, consult with and retain attorneys, accountants, real estate brokers, appraisers, valuation counselors, transfer agents, or other parties deemed by the PFI Trustee to have qualifications necessary to assist in the proper administration of the PFI Trust. The PFI Trustee may pay the reasonable salaries, fees and expenses of such persons (including himself/herself), including contingency fees, out of the PFI Trust Assets, subject to the provisions of Section 8.7 hereof.
4.3 Investment and Safekeeping of PFI Trust Assets. All monies and other PFI Trust Assets received by the PFI Trustee shall, until distributed or paid as provided in this Agreement or the Plan, be held in the PFI Trust for the benefit of the PFI Trust Beneficiaries. The PFI Trustee shall be under no obligation to generate or produce, or any liability for, interest or other income on any monies received by the PFI Trust and held for distribution or payment to the PFI Trust Beneficiaries, except as such interest shall be actually received by the PFI Trustee. Investments of any monies held by the PFI Trustee shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs; provided, however, that the right and power of the PFI Trustee to invest monies held by the PFI Trustee, the proceeds from any sale of PFI Trust Assets, or any income earned by the PFI Trust shall be limited to the right and power to invest such monies, pending periodic distributions in accordance with the terms hereof and the Plan. For the avoidance of doubt, the investment powers of the PFI Trustee in this Agreement, other than those reasonably necessary to maintain the value of the PFI Trust Assets and the PFI purpose of the PFI Trust, are limited to powers to invest in demand and time deposits, such as short-term certificates of deposits, in banks or other savings institutions, or other temporary, liquid investments, such as treasury bills, and in all cases limited only to those assets permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d).
4.4 Limitations on PFI Trustee. On behalf of the PFI Trust or the PFI Trust Beneficiaries, the PFI Trustee shall not at any time: (i) enter into or engage in any trade or business (other than the management and disposition of the PFI Trust Assets), and no part of the PFI Trust
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Assets or the proceeds, revenue or income therefrom shall be used or disposed of by the PFI Trust in furtherance of any trade or business, (ii) except as provided in Section 4.3 and below, reinvest any PFI Trust Assets, or (iii) take any action that would jeopardize treatment of the PFI Trust as a “liquidating trust” for federal income tax purposes.
4.4.1. The PFI Trustee must consult with, and seek the concurrence of, the Board of Advisors or, in the absence of such concurrence, an order of the Bankruptcy Court concerning any matter involving any sale or other disposition of an asset of the PFI Trust, or any release, modification or waiver of existing rights as to an asset of the PFI Trust, if the asset at issue exceeds $______in value (provided that the Board of Advisors shall be conclusively presumed to have concurred with any such sale or disposition if it fails to object thereto in a writing received by the PFI Trustee within seven (7) calendar days following written notification to the Board of Advisors by the PFI Trustee of the intended sale or disposition).
4.4.2. The PFI Trustee must consult with, and seek the concurrence of, the Board of Advisors or, in the absence of such approval, an order of the Bankruptcy Court concerning any compromise or settlement of litigation or controverted matter proposed by the PFI Trustee involving claims in excess of $______(provided that the Board of Advisors shall be conclusively presumed to have concurred with any such compromise or settlement if it fails to object thereto in a writing received by the PFI Trustee within seven (7) calendar days following written notification to the Board of Advisors by the PFI Trustee of the intended compromise or settlement).
4.4.3. The PFI Trustee must consult with, and seek the concurrence of, the Board of Advisors or, in the absence of such approval, an order of the Bankruptcy Court concerning the retention by the PFI Trustee of professionals (provided that the Board of Advisors shall be conclusively presumed to have concurred with any such retention if it fails to object thereto in a writing received by the PFI Trustee within seven (7) calendar days following written notification to the Board of Advisors by the PFI Trustee of the intended retention).
4.4.4. The PFI Trustee must consult with, and seek the concurrence of, the Board of Advisors or, in the absence of such approval, an order of the Bankruptcy Court concerning the proposed resolution of any clawback litigation that falls outside of a range of reasonable projected settlements provided by the PFI Trustee to the Board of Advisors in advance of filing any action to collect clawbacks from PFI investors (the “Pre-Planned Settlement Range”) (provided that the Board of Advisors shall be conclusively presumed to have concurred with any such proposed resolution if it fails to object thereto in a writing received by the PFI Trustee within seven (7) calendar days following written notification to the Board of Advisors by the PFI Trustee of the intended retention).
4.4.5. So long as the question presented in accordance with Sections 4.4.1, 4.4.2, 4.4.3, or 4.4.4 does not present an emergency (as shall be determined by the PFI Trustee in his sole discretion), then in the event that one or more members of the Board of Advisors timely announce(s) within the seven day notice period that they do not concur with the PFI Trustee’s suggested approach, the Chair shall schedule and give no less than five business days’ notice of a Board of Advisors meeting (which may be conducted in person, by telephone conference call, or by other electronic means including but not limited to videoconferencing) to discuss the matter further (a “Non-Emergency Meeting”) at which a majority of the members of the Board of Advisors shall constitute a quorum and, so long as a quorum is present in person or through one of more proxies,
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then a discussion and vote shall take place. In counting the ballots of any vote, the Board of Advisors shall be deemed to have concurred so long as a simple majority of those present in person or by proxy vote to concur with the PFI Trustee’s suggestion. If the PFI Trustee shall fail to gain the concurrence of a simple majority of those voting at the Non-Emergency Meeting, then he shall be free to seek approval from the Bankruptcy Court by filing a motion on 21 calendar days’ notice explaining the merits of the intended course of action and seeking an order authorizing him to act, and shall not act without such Bankruptcy Court approval.
4.4.6. Where an emergency is presented by a matter implicating Sections 4.4.1, 4.4.2, 4.4.3, or 4.4.4 (as shall be determined by the PFI Trustee in his sole discretion), then in the event that one or more members of the Board of Advisors announce(s) that they do not concur with the PFI Trustee’s suggested approach, the Chair shall schedule and give no less than one business days’ notice of a Board of Advisors meeting (which may be conducted in person, by telephone conference call, or by other electronic means including but not limited to videoconferencing) to discuss the matter further (an “Emergency Meeting”) at which a majority of the members of the Board of Advisors shall constitute a quorum and, so long as a quorum is present in person or through one of more proxies, then a discussion and vote shall take place. In counting the ballots of any vote, the Board of Advisors shall be deemed to have concurred so long as a simple majority of those present in person or by proxy vote to concur with the PFI Trustee’s suggestion. If the PFI Trustee shall fail to gain the concurrence of a simple majority of those voting at the Emergency Meeting, then he shall be free to seek approval from the Bankruptcy Court on shortened time in accordance with the Local Rules of the Bankruptcy Court by filing a motion explaining the merits of the intended course of action and seeking an order authorizing him to act, and shall not act without such Bankruptcy Court approval.
4.4.7. Other than as contemplated by the Plan or this Agreement, the PFI Trustee is not empowered to incur new indebtedness, provided however, that the PFI Trustee shall be empowered to (a) refinance one or more loans if he believes it would be beneficial to the PFI Trust; (b) make reasonable capital improvements; (c) perform reasonable maintenance; and (d) engage in normal operating activities.
4.4.8. The PFI Trustee may invest Cash of the PFI Trust, including any earnings thereon or proceeds therefrom, any Cash realized from the PFI of the PFI Trust Assets, or any Cash that is remitted to the PFI Trust from any Person, which investments, for the avoidance of doubt, will not be required to comply with Bankruptcy Code section 345(b); provided, however, that such investments must be investments that are permitted to be made by a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-4(d), as reflected therein, or under applicable guidelines, rulings, or other controlling authorities. The PFI Trustee shall have no liability in the event of the insolvency or failure of any institution in which he or she has invested any funds of the PFI Trust.
4.4.9. The PFI Trustee shall hold, collect, conserve, protect and administer the PFI Trust Assets in accordance with the provisions of this Agreement and the Plan, and pay and distribute amounts as set forth herein for the purposes set forth in this Agreement. Subject to the standard of care set forth in Section 7.2, any determination by the PFI Trustee as to what actions are in the best interests of the PFI Trust shall be determinative.
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4.4.10. The PFI Trustee shall disclose to the Board of Advisors any connections, conflicts or potential conflicts of interest that the PFI Trustee or the PFI Trustee’s firm has with respect to the exercise of any rights, powers, duties and privileges under this Agreement or the Plan. In the event that the PFI Trustee cannot take any action, including the prosecution of any claims or the objection to any claims, by reason of an actual or potential conflict of interest, the PFI Trustee shall bring the matter to the attention of the Court on 21 days’ notice (or less for good cause shown in compliance with the Local Rules of the Bankruptcy Court). In the motion, the PFI Trustee shall seek appointment of an additional special purpose conflicts trustee to handle the matter, employ counsel, and bring the matter to conclusion.
4.5 Bankruptcy Court Approval of PFI Trustee Actions. Except as provided in the Plan or otherwise specified in this Agreement, the PFI Trustee need not obtain the order or approval of the Bankruptcy Court in the exercise of any power, rights, or discretion conferred hereunder, or account to the Bankruptcy Court. The PFI Trustee shall exercise his or her business judgment for the benefit of the PFI Trust Beneficiaries in order to maximize the value of the PFI Trust Assets and distributions, giving due regard to the cost, risk, and delay of any course of action. Notwithstanding the foregoing, the PFI Trustee shall have the right to submit to the Bankruptcy Court any question or questions for which the PFI Trustee may desire to have explicit approval of the Bankruptcy Court for the taking of any specific action proposed to be taken by the PFI Trust with respect to any of the PFI Trust Assets, this Agreement, or the Plan, including the administration, distribution, or proposed sale of any of the PFI Trust Assets. The Bankruptcy Court shall retain jurisdiction and power for such purposes.
4.6 Reliance by PFI Trustee and the Board of Advisors:
(a) The PFI Trustee and members of the Board of Advisors may, subject to the standard of care set forth in Section 7.2, rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties;
(b) The PFI Trustee and members of the Board of Advisors may consult with any and all professionals to be selected by them and the PFI Trustee and members of the Board of Advisors shall not, subject to the standard of care set forth in Section 7.2, be liable for any action taken or omitted to be taken by them in accordance with the advice of such professionals; and
(c) Persons dealing with the PFI Trustee shall look only to the PFI Trust Assets to satisfy any liability incurred by the PFI Trustee to such Person in carrying out the terms of this PFI Trust Agreement, and neither the PFI Trustee nor any member of the Board of Advisors shall have any personal obligation to satisfy any such liability.
4.7 Valuation of PFI Trust Assets. The PFI Trustee shall apprise the PFI Trust Beneficiaries of the value of the PFI Trust Assets. The Debtors, the PFI Trust Beneficiaries, and the PFI Trust will consistently report the valuation of the assets transferred to the PFI Trust. Such
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consistent valuations and revised reporting will be used for all federal, state, local, or other income tax purposes. Income, deductions, gain, or loss from the PFI Trust shall be reported to the beneficiaries of the PFI Trust in conjunction with the filing of the PFI Trust’s income tax returns. Each PFI Trust Beneficiary shall report income, deductions, gain, or loss on such PFI Trust Beneficiary’s income tax returns. Any dispute regarding the valuation of PFI Trust Assets shall be resolved by the Bankruptcy Court.
4.8 Quarterly Meetings. Unless cancelled by the Board of Advisors due to lack of developments worthy of holding such a meeting, the Board of Advisors shall advertise (and the PFI Trustee shall convene) an “all investor” Zoom meeting four times annually (roughly every 90 days) to report on such PFI Trust business as can reasonably made public under the circumstances at the time of the meeting.
ARTICLE V DISTRIBUTIONS FROM THE PFI TRUST
5.1 Distributions. After the Effective Date and subject to Section 5.7, as and to the extent required by the Plan, the PFI Trustee shall (a) make distributions to PFI Trust Beneficiaries in respect of their PFI Trust Interests from Available Cash in accordance with the PFI Trust Interests Waterfall and (b) pay certain Allowed Claims to the extent required by the Plan.
5.2 Provisions Governing Distributions. All distributions to be made under this Agreement shall be made in accordance with Section 4.3.10 and Article VI of the Plan, which are incorporated by reference herein.
5.3 Timing of Distributions. Any payment or other distribution required to be made under the Plan on a day other than a Business Day shall be due on the next succeeding Business Day. All payments or distributions due on the Effective Date shall be made thereon or as soon as practicable thereafter. Any payment of Cash made pursuant to this Plan shall be deemed made when such payment by check or wire transfer is transmitted. This Section 5.3 shall be subject to Article VI of the Plan.
5.4 Payments Limited to PFI Trust Assets. All payments to be made by the PFI Trustee to or for the benefit of any PFI Trust Beneficiary shall be made only to the extent that the PFI Trustee has sufficient reserves to make such payments in accordance with this Agreement and the Plan. Each PFI Trust Beneficiary shall have recourse only to the PFI Trust Assets for distribution under this Agreement and the Plan. This Section 5.4 shall be subject to Article VI of the Plan.
5.5 Fees and Expenses.
5.5.1. Subject to the limitations set forth herein and in the Plan, the PFI Trustee must pay or establish a reasonable reserve for the operating and administrative expenses of the PFI Trust (including making any payments in respect of Allowed Claims that may be required under the Plan) before approving distributions to or for the benefit of PFI Trust Beneficiaries.
5.5.2. The PFI Trustee shall satisfy any fees and expenses of the PFI Trust with the PFI Trust Assets to the extent available.
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5.5.3. The PFI Trust shall pay any and all fees that are required to be paid by the PFI Trust under Section 11.3 of the Plan.
5.6 Priority of Distributions. Any recovery by the PFI Trust on account of the PFI Trust Assets shall be applied and distributed in accordance with the Plan.
5.7 Compliance with Laws. Any and all distributions of PFI Trust Assets shall be in compliance with applicable laws. Without limiting the generality of the foregoing, the PFI Trustee shall make distributions from the PFI Trust at least annually to the PFI Trust Beneficiaries from all net cash income and all other cash received by the PFI Trust; provided, however, that the PFI Trustee may, to the extent consistent with Revenue Procedure 82-58, 1982-2 C.B. 847, as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484, retain such amounts (a) as are reasonably necessary to meet contingent liabilities and to maintain the value of the PFI Trust Assets during the term of the PFI Trust, (b) to pay reasonable administrative expenses including, without limitation, the compensation and the reimbursement of reasonable, actual and necessary costs, fees (including attorneys’ fees) and expenses of the PFI Trustee in connection with the performance of their duties in connection with this Agreement and any amounts owed to the PFI Trustee pursuant to Sections 7.3 and 11.3 hereof, and (c) to satisfy all other liabilities incurred or assumed by the PFI Trust (or to which the PFI Trust Assets are otherwise subject) in accordance with the Plan and this Agreement.
5.8 Setoff Rights. The PFI Trustee may, but shall not be required to, setoff against or recoup from the holder of any Allowed Claim (including any PFI Trust Beneficiary) on which payments or other distributions are to be made hereunder, claims of any nature that the PFI Trust may have against such Person. However, neither the failure to do so, nor the allowance of any Claim under the Plan or otherwise, shall constitute a waiver or release of any such claim, right of setoff or right of recoupment against the holder of such Allowed Claim.
5.9 Right to Object to Claims. Subject to section 4.4.2 and the following sentence, the PFI Trustee shall have the responsibility and authority for administering, disputing, objecting to, compromising and settling or otherwise resolving and finalizing payments or other distributions with respect to Claims under the Plan (including in respect of any PFI Trust Interests). The PFI Trustee shall generally prosecute objections to Claims pending as of the Effective Date and any additional objections filed from and after the Effective Date. In addition, subject to the foregoing sentence, the PFI Trustee may, at any time, request that the Bankruptcy Court estimate any Contingent Claim, Disputed Claim or Unliquidated Claim pursuant to Section 502(c) of the Bankruptcy Code regardless of whether any party previously objected to or sought estimation of such Claim.
5.10 No Distributions Pending Allowance. If a Claim or any portion of a Claim is Disputed, no payment or distribution shall be made on account of the disputed portion of such Claim (or the entire Claim, if the entire Claim is disputed), unless such Disputed Claim or portion thereof becomes an Allowed Claim.
ARTICLE VI BENEFICIARIES
6.1 Identification of PFI Trust Beneficiaries. In order to determine the actual names and addresses of the PFI Trust Beneficiaries, the PFI Trustee may deliver a notice to the PFI Trust
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Beneficiaries. Such notice may include a form for each PFI Trust Beneficiary to complete in order to be properly registered as a PFI Trust Beneficiary and be eligible for distributions under the PFI Trust. Such form may request the PFI Trust Beneficiary’s federal taxpayer identification number or social security number if the PFI Trustee determines that such information is necessary to fulfill his or her tax reporting and withholding obligations. The PFI Trustee, in his or her reasonable discretion, may suspend distributions to any PFI Trust Beneficiary that has not provided its federal taxpayer identification number or social security number, as the case may be, after a request is made pursuant to this Section 6.1. If tax information is not provided within one hundred eighty (180) days after such request, the applicable PFI Trust Beneficiary’s underlying claim will be expunged and its PFI Trust Interest disallowed for all purposes of this Agreement to the extent provided under the Plan, provided the PFI Trustee has exercised reasonable diligence to ascertain the current address of any such PFI Trust Beneficiary, including use of internet searches. Each PFI Trust Beneficiary’s PFI Trust Interest is dependent upon such PFI Trust Beneficiary’s classification under the Plan and the status of its Allowed Claim.
6.2 Beneficial Interest Only. The ownership of a PFI Trust Interest shall not entitle any PFI Trust Beneficiary to any title in or to any of the PFI Trust Assets or to any right to call for a partition or division of such PFI Trust Assets or to require an accounting, except as specifically provided herein. Except as expressly provided in this Agreement, a PFI Trust Beneficiary shall not have standing to direct or to seek to direct the PFI Trust or PFI Trustee to do or not to do any act or to institute any action or proceeding at law or in equity against any Person upon or with respect to the PFI Trust Assets.
6.3 Ownership of Beneficial Interests Hereunder. Each PFI Trust Beneficiary shall own a beneficial interest in the PFI Trust (as represented by the PFI Trust Interest(s) issued to such PFI Trust Beneficiary) in accordance with the Plan. The record holders of the PFI Trust Interests shall be recorded and set forth in a registry maintained by, or at the direction of, the PFI Trustee expressly for such purpose. Such obligation may be satisfied by the PFI Trust’s retention of a Transfer Agent for the maintenance of such registry and, so long as a registry of the PFI Trust Interests is maintained by a Transfer Agent, such PFI Trust Interests need not be registered on the books and records of the PFI Trust.
6.4 Evidence of Beneficial Interest.
6.4.1. Unless otherwise determined by the PFI Trustee, ownership of a PFI Trust Interest shall not be evidenced by any certificate, security, or receipt or in any other form or manner whatsoever. Except as set forth in Section 6.4.2 hereof, ownership of the PFI Trust Interests shall be maintained on books and records of the PFI Trust maintained by the PFI Trustee or on behalf of the PFI Trust on the books and records of a Transfer Agent.
6.5 Transfer of PFI Trust Interests.
6.5.1. Notice of Certain Transfers. In the case of any Transfer of a PFI Trust Interest, a transfer fee of $250.00 shall be paid to the PFI Trust and notice (a “Transfer Notice”) shall be given to the PFI Trustee by registered or certified mail in accordance with Section 11.2 hereof, and shall be Filed with the Bankruptcy Court. A Transfer Notice shall (a) state the names, addresses and, if the PFI Trustee determines that such information is necessary to fulfill his or her tax reporting
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and withholding obligations, the federal taxpayer identification numbers or social security numbers of the Transferor and Transferee, (b) clearly identify the class and the amount of the PFI Trust Interest to be Transferred, and (c) be executed by both the Transferor (or the Transferor’s personal representative) and the Transferee, with such signatures acknowledged before a notary public and as required by Bankruptcy Rule 3001(e). The PFI Trustee may conclusively rely upon such signatures and acknowledgments as evidence of such Transfer without the requirement of any further investigation. Notwithstanding anything to the contrary in this Section 6.5, no Transfer Notice shall be effective until a Transfer Notice is given in accordance with this Section 6.5.1, and the PFI Trustee may continue to pay all amounts to or for the benefit of the assigning or transferring PFI Trust Beneficiary until receipt of such Transfer Notice. The PFI Trustee may rely upon such proof without the requirement of any further investigation.
ARTICLE VII THIRD PARTY RIGHTS AND LIMITATION OF LIABILITY
7.1 Parties Dealing With the PFI Trustee. In the absence of actual knowledge to the contrary, any Person dealing with the PFI Trust or the PFI Trustee shall be entitled to rely on the authority of the PFI Trustee or any of the PFI Trustee’s agents to act in connection with the PFI Trust Assets. No Person that may deal with the PFI Trustee shall have any obligation to inquire into the validity or expediency or propriety of any transaction by the PFI Trustee or any agent of the PFI Trustee.
7.2 Limitation of PFI Trustee’s Liability. Anything herein to the contrary notwithstanding, in exercising the rights granted herein, the PFI Trustee shall exercise reasonable judgment, to the end that the affairs of the PFI Trust shall be properly managed and the interests of all the PFI Trust Beneficiaries are safeguarded; but the PFI Trustee shall not incur any responsibility or liability by reason of any error of law or of any matter or thing done or suffered or omitted to be done under this Agreement, unless the PFI Trustee has acted with gross negligence, fraud or willful misconduct.
7.3 Indemnification. The PFI Trustee, and each of his or her respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, financial advisors, investment bankers, real estate brokers, Transfer Agents, managers, members, officers, partners, predecessors, principals, professional persons, representatives, successors, and the Board of Advisors (each, an “Indemnified Party”) shall be indemnified for, and defended and held harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of their respective professionals) incurred without gross negligence, willful misconduct, or fraud on the part of the applicable Indemnified Party (which gross negligence, willful misconduct, or fraud, if any, must be determined by a final, non-appealable order of a court of competent jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in connection with the acceptance, administration, exercise, and performance of their duties under the Plan or this Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence, willful misconduct, or fraud. In addition, to the fullest extent permitted by law, each Indemnified Party shall be indemnified for, and defended and held harmless against, any and all losses, liabilities, damages, judgments, fines, penalties, claims, demands, settlements, costs, and expenses, including the reasonable fees and expenses of their respective professionals
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arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the PFI Trust or the implementation or administration of the Plan if the applicable Indemnified Party acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the PFI Trust or the PFI Trust Beneficiaries. The amounts necessary for the indemnification provided in this Section 7.3 (including, but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this Section 7.3) shall be paid by the PFI Trustee out of the PFI Trust Assets, except as otherwise provided in the Plan. The PFI Trustee shall not be personally liable for the payment of any PFI Trust expense or claim or other liability of the PFI Trust, and no Person shall look to the PFI Trustee personally for the payment of any such expense or liability. The indemnification provided in this Section 7.3 shall survive the death, dissolution, resignation or removal, as may be applicable, of the PFI Trustee or an indemnified member of the Board of Advisors, or the termination of the PFI Trust, and shall inure to the benefit of each Indemnified Person’s heirs and assigns.
ARTICLE VIII SELECTION, REMOVAL AND COMPENSATION OF PFI TRUSTEE
8.1 Term of Service. The PFI Trustee shall serve until the earlier to occur of (a) the termination of the PFI Trust in accordance with this Agreement and the Plan or (b) the PFI Trustee’s death, resignation or removal.
8.2 Removal of a PFI Trustee. Any Person serving as PFI Trustee may be removed and replaced by an order of the Bankruptcy Court upon the motion of the Board of Advisors and a showing of good cause; provided, however, that the proposed removal and replacement of Michael Goldberg as PFI Trustee will require both an affirmative vote of 2/3s of the members of the Board of Advisors at a Non-Emergency Meeting and a determination by the Bankruptcy Court that “cause” exists for such removal and replacement using the standard under Bankruptcy Code section 1104 made after notice of such proposed removal and replacement has been provided to the SEC. The removal shall be effective on the date specified in the order. Notwithstanding the removal of the PFI Trustee pursuant to this Section 8.2, the rights of the removed PFI Trustee under this Agreement with respect to acts or omissions occurring prior to the effectiveness of such removal will continue for the benefit of such removed PFI Trustee following the effectiveness of such removal. For the purpose of removal and enforcement of this Section 8.2 only, the Board of Advisors shall be empowered to retain counsel whose fees and expenses shall be paid by the PFI Trust.
8.3 Resignation of PFI Trustee. The PFI Trustee may resign at any time by giving the PFI Trust Beneficiaries and Board of Advisors at least sixty (60) days written notice of his or her intention to do so. Without limiting any other reporting or accounting obligations under the Plan or this Agreement, in the event of a resignation, the resigning PFI Trustee shall render to the PFI Trust Beneficiaries a full and complete written accounting of monies and PFI Trust Assets received, disbursed, and held during the term of office of that PFI Trustee. The resignation shall be effective on the later to occur of: (i) the date specified in the notice; or (ii) the appointment of a successor by the Board of Advisors, the acceptance by such successor of such appointment and the approval of the Bankruptcy Court; provided, that if a successor PFI Trustee is not appointed or does not accept his or her appointment or if the appointment of a successor Trustee has not been approved by the Bankruptcy Court within sixty (60) days following delivery of notice of resignation, the resigning PFI Trustee may petition the Bankruptcy Court for the appointment of a successor PFI Trustee.
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Notwithstanding the resignation of the PFI Trustee pursuant to this Section 8.3, the rights of the resigning PFI Trustee under this Agreement with respect to acts or omissions occurring prior to the effectiveness of such resignation will continue for the benefit of such resigning PFI Trustee following the effectiveness of such resignation.
8.4 Appointment of Successor PFI Trustee. Upon the resignation, death, incapacity, or removal of a PFI Trustee, and after an affirmative vote of 2/3s of the members of the Board of Advisors at a Non-Emergency Meeting, the Board of Advisors shall appoint a successor PFI Trustee to fill the vacancy so created, subject to the approval of the Bankruptcy Court so long as any of the Chapter 11 Cases are pending. Any successor PFI Trustee so appointed shall consent to and accept in writing the terms of this Agreement and agrees that the provisions of this Agreement shall be binding upon and inure to the benefit of the successor PFI Trustee.
8.5 Powers and Duties of Successor PFI Trustee. A successor PFI Trustee shall have all the rights, privileges, powers, and duties of his or her predecessor under this Agreement and the Plan. Notwithstanding anything to the contrary herein, a removed or resigning PFI Trustee shall, when requested in writing by the successor PFI Trustee, execute and deliver an instrument or, instruments conveying and transferring to such successor PFI Trustee under the PFI Trust all the estates, properties, rights, powers, and trusts of such predecessor PFI Trustee.
8.6 PFI Trust Continuance. The death, resignation or removal of the PFI Trustee shall not terminate the PFI Trust or revoke any then-existing agency created pursuant to this Agreement or invalidate any action theretofore taken by the PFI Trustee. In the event that a successor PFI Trustee is not appointed within sixty (60) days of when required under this Agreement, any PFI Trust Beneficiary may apply to the Bankruptcy Court for appointment of a successor PFI Trustee upon notice to the Board of Advisors.
8.7 Compensation and Costs of Administration. The PFI Trustee shall receive fair and reasonable compensation for his or her services in accordance with Schedule A, which shall be charged against and paid out of the PFI Trust Assets (subject to the limitations set forth in this Agreement and the Plan), provided, that no compensation may be paid to the PFI Trustee or his or her professionals unless and until the following procedures have been followed with respect to any individual request for compensation: (i) the PFI Trustee shall submit monthly to the Board of Advisors a statement or statements (“Statements”) reflecting all fees (itemized, as applicable, to indicate the individual performing services, such individual’s billable rate, a description of the services performed, the time spent, and the fees incurred) and itemized costs to be reimbursed, (ii) the amount reflected in any such Statements may be paid by the PFI Trust after ten (10) days after the delivery of the Statements as specified in clause (i) above, unless prior to the expiration of such ten-day period, one member of the Board of Advisors shall have voiced his or her lack of concurrence in writing to any compensation reflected in the Statement, in which case the undisputed amounts may be paid and the disputed amounts may only be paid by agreement of the Board of Advisors, or pursuant to order of the Bankruptcy Court, which shall retain jurisdiction over all disputes regarding the PFI Trustee’s and his or her professionals’ compensation. All costs, expenses, and obligations, including filing fees, incurred by the PFI Trustee (or professionals who may be employed by the PFI Trustee in administering the PFI Trust, in carrying out their other responsibilities under this Agreement, or in any manner connected, incidental, or related thereto)
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shall be paid from the applicable PFI Trust Assets prior to any distribution to the PFI Trust Beneficiaries (subject to the limitations set forth in this Agreement and the Plan).
8.8 Periodic Reporting; Filing Requirements.
8.8.1. Beginning the first quarter-end following the Effective Date and continuing on each quarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of such period and so long as the Bankruptcy Case remains open, the PFI Trust shall File quarterly reports with the Bankruptcy Court. Each quarterly report shall contain a cash flow statement which shall show Distributions by Class during the prior quarter, an unaudited balance sheet, the terms of any settlement of an individual Claim in an amount greater than $50,000, the terms of any litigation settlement where the Cause of Action or the PFI Trust Action was greater than $50,000 or the settlement is for more than $50,000, the terms of any sale of Estate Assets where the proceeds of such sale are $50,000 or greater, and such other information as the PFI Trust determines is material.
8.8.2. The PFI Trustee shall file tax returns for the PFI Trust as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a) and any other applicable laws or regulations. In addition, the PFI Trustee shall file in a timely manner such other tax returns as are required by applicable law and pay any taxes shown as due thereon. The PFI Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the PFI Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement.
8.8.3. The tax returns filed by the PFI Trustee shall report all PFI Trust earnings for the taxable year being reported.
8.8.4. As needed, but no less than quarterly, the PFI shall convene an informational Zoom call for all members of the Board of Advisors on no less than seven (7) calendar days’ notice.
8.9 Confidentiality. Except as required in the performance of his or her duties, the PFI Trustee shall, while serving as PFI Trustee under this Agreement, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any Person to which any of the PFI Trust Assets relate or of which he has become aware in his or her capacity as PFI Trustee.
ARTICLE IX MAINTENANCE OF RECORDS
9.1 The PFI Trustee shall maintain books and records containing a description of all property from time to time constituting the PFI Trust Assets and an accounting of all receipts and disbursements. Such books and records may be destroyed without further notice to parties or approval of the Bankruptcy Court five (5) years after the final report to the Bankruptcy Court has been rendered by the PFI Trustee (unless such records and documents are necessary to fulfill the PFI Trustee’s obligations pursuant to this Agreement). Notwithstanding the foregoing, during the term of the PFI Trust, the PFI Trustee may destroy business records transferred by Debtors to the PFI Trust upon the terms set forth in an order of the Bankruptcy Court pursuant to a motion served upon the members of the Board of Advisors, the United States Department of Justice, the Securities and Exchange Commission, and relevant state, Federal, and local taxing authorities. The PFI Trustee
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may estimate and include, as part of the PFI Trustee’s compensation, a reasonable sum to be used for the purposes of maintaining, accessing and destroying records during the term of the PFI Trust and for up to five (5) years thereafter. The Board of Advisors shall have the right to inspect the books and records of the PFI Trust upon reasonable prior written notice to the PFI Trustee of such inspection.
ARTICLE X DURATION OF PFI TRUST
10.1 Duration. This Agreement, the establishment of the PFI Trust, and the transfer of PFI Trust Assets to the PFI Trust pursuant to Section 2.3 hereof shall be effective on the Effective Date immediately prior to the dissolution of the Debtors (other than the Remaining Debtors) under Section 5.2.3 of the Plan. Thereupon, this Agreement shall remain and continue in full force and effect until the PFI Trust is terminated in accordance with the provisions of this Agreement and the Plan.
10.2 Termination of the PFI Trust. The PFI Trustee, the Board of Advisors, and the PFI Trust shall be discharged or terminated, as the case may be, at such time as: (a) the PFI Trustee determines that the pursuit of additional PFI Trust Actions is not likely to yield sufficient additional proceeds to justify further pursuit of such PFI Trust Actions and (b) all distributions required to be made by the PFI Trustee to the holders of Allowed Claims and to the PFI Trust Beneficiaries under the Plan and this Agreement have been made, but in no event shall the PFI Trust be terminated later than five (5) years from the Effective Date unless the Bankruptcy Court, upon motion made within the six-month period before such fifth anniversary (and, in the event of further extension, by order of the Bankruptcy Court, upon motion made at least six (6) months before the end of the preceding extension), determines that a fixed period extension (not to exceed three (3) years, together with any prior extensions, unless a favorable letter ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the PFI Trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete the recovery on, and PFI of, the PFI Trust Assets. The PFI Trust may not be terminated at any time by the PFI Trust Beneficiaries. Upon termination of the PFI Trust, any remaining PFI Trust Assets that exceed the amounts required to be paid under the Plan may be transferred by the PFI Trustee to a charitable institution nominated by the Board of Advisors at a Non-Emergency Meeting.
10.3 Continuance of PFI Trust for Winding Up. After the termination of the PFI Trust and for the purpose of PFI and winding up the affairs of the PFI Trust, the PFI Trustee shall continue to act as such until his or her duties have been fully performed, including such post-distribution tasks as necessary to wind up the affairs of the PFI Trust. Subject to the provisions of Section 9.1 hereof, after the termination of the PFI Trust, the PFI Trustee shall retain or cause to be retained for a period of five (5) years the books, records, PFI Trust Beneficiary lists, and certificates and other documents and files which shall have been delivered to or created by the PFI Trustee. At the PFI Trustee’s discretion, all of such records and documents may, but need not, be destroyed at any time after five (5) years from the completion and winding up of the affairs of the PFI Trust. Except as otherwise specifically provided herein, upon the discharge of all liabilities of the PFI Trust and final distribution of the PFI Trust, the PFI Trustee shall have no further duties or obligations hereunder.
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10.4 Dissolution. Upon the dissolution of the PFI Trust and completion of the winding up of the PFI Trust’s affairs, a Certificate of Cancellation canceling the Certificate of Trust of the PFI Trust shall be filed with the Delaware State Office, which Certificate of Cancellation may be executed by the PFI Trustee (acting at the written direction of the PFI Trustee which shall state that the dissolution of the PFI Trust and the winding up of the PFI Trust’s affairs have been duly completed).
ARTICLE XI MISCELLANEOUS
11.1 Preservation of Privilege. In connection with the rights, claims, and causes of action that constitute PFI Trust Assets, any attorney-client privilege, work-product doctrine, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the PFI Trust pursuant to the terms of the Plan or otherwise shall vest in the PFI Trustee and his or her representatives, and the PFI Trustee is authorized to take all necessary actions to effectuate the transfer of such privileges, as necessary. The PFI Trustee’s receipt of such privileges shall not operate as a waiver of any other privileges or immunities possessed or retained by the Debtors.
11.2 Notices. Unless otherwise expressly provided herein, all notices to be given to PFI Trust Beneficiaries may be given by ordinary mail, or may be delivered personally, to the holders at the addresses appearing on the books kept by the PFI Trustee. Any notice or other communication which may be or is required to be given, served, or sent to the PFI Trust or the Board of Advisors, as applicable, shall be in writing and shall be sent by registered or certified United States mail, return receipt requested, postage prepaid, or transmitted by hand delivery (if receipt is confirmed) addressed as follows:
If to the PFI Trust:
PFI Trustee Michael I. Goldberg Akerman, LLP 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, FL 33301
With copy to:
Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, CA 94111 Attn: Debra Grassgreen, Esq.
If to the Board of Advisors:
______
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11.3 No Bond. Notwithstanding any state law to the contrary, the PFI Trustee (including any successor) shall be exempt from giving any bond or other security in any jurisdiction, unless the PFI Trustee or the Board of Advisors decide in their reasonable judgment to obtain such bond or other security. Subject to Section 8.7, the PFI Trustee is hereby authorized, but not required to obtain all reasonable insurance coverage for itself, its agents, representatives, employees or independent contractors, including coverage with respect to the liabilities, duties and obligations of the PFI Trustee and its agents, representatives, employees or independent contractors under this Agreement and the Plan. Subject to Section 8.7, the cost of any such insurance coverage shall be an expense of the PFI Trust and paid out of the PFI Trust Assets.
11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (excluding conflict of laws rules), including all matters of validity, construction and administration; provided, however, that there shall not be applicable to the PFI Trust, the PFI Trustee or this Agreement, any provisions of the laws (statutory or common) of the State of Delaware, pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof, (i) the filing with any court or governmental body or agency of trustee accounts or schedule of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income and principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding or investing trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees.
11.5 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.
11.6 Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or understanding of this Agreement or any provision hereof.
11.7 Cumulative Rights and Remedies. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies under law or in equity.
11.8 No Execution. All funds in the PFI Trust shall be deemed in custodia legis until such times as the funds have actually been paid to or for the benefit of a PFI Trust Beneficiary, and no PFI Trust Beneficiary or any other Person can execute upon, garnish or attach the PFI Trust Assets or the PFI Trust in any manner or compel payment from the PFI Trust except by Final Order of the Bankruptcy Court. Payment will be solely governed by this Agreement and the Plan.
11.9 Intention of Parties to Establish Grantor PFI Trust. This Agreement is intended to create a grantor trust for United States federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as such a grantor trust. Consistent with Revenue Procedure 82-58, 1982-2 C.B. 847, as amplified by Revenue Procedure 91-15, 1991-1 C.B. 484, the PFI Trust shall be treated as a liquidating trust pursuant to Treasury Regulation Section 301.7701-
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4(d) and as a grantor trust pursuant to Sections 671-677 of the Internal Code of 1986 as amended. As such, for federal income tax purposes, the PFI Trust Beneficiaries will be treated as both the grantors and the deemed owners of the PFI Trust.
11.10 Amendment. This Agreement may be amended from time to time (a) by order of the Bankruptcy Court or (b) by a written instrument signed by the PFI Trustee; provided, that in the case of clause (b) above, (i) any such amendment shall require the prior written approval of two-thirds of the members of the Board of Advisors after discussion and voting at a Non-Emergency Meeting; (ii) any such amendment that would adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such shall require the consent of each such adversely and disproportionately affected Beneficiary.
11.11 Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
11.12 Counterparts and Facsimile Signatures. This Agreement may be executed in counterparts and a facsimile or other electronic form of signature shall be of the same force and effect as an original.
11.13 Jurisdiction. The Bankruptcy Court shall have jurisdiction regarding the PFI Trust, the PFI Trustee, the Board of Advisors, and the PFI Trust Assets, including the determination of all disputes arising out of or related to administration of the PFI Trust. The Bankruptcy Court shall have continuing jurisdiction and venue to hear and finally determine all disputes and related matters arising out of or related to this Agreement or the administration of the PFI Trust. The parties expressly consent to the Bankruptcy Court hearing and exercising such judicial power as is necessary to finally determine all such disputes and matters. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases, including the matters set forth in this Agreement, then the provisions of this Agreement shall have no effect on and shall not control, limit or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter, and all applicable references in this Agreement to an order or decision of the Bankruptcy Court shall instead mean an order or decision of such other court of competent jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.
DEBTORS:
Professional Financial Investors, Inc. Professional Investors Security Fund, Inc. Professional Investors Security Fund I, A California Limited Partnership Professional Investors Security Fund IV, A California Limited Partnership
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Professional Investors Security Fund VII, A California Limited Partnership Professional Investors Security Fund IX, A California Limited Partnership Professional Investors Security Fund XII, A California Limited Partnership Professional Investors Security Fund XIII, A California Limited Partnership Professional Investors Security Fund XIV, A California Limited Partnership Professional Investors Security Fund XV, A California Limited Partnership Professional Investors Security Fund XVII, A California Limited Partnership Professional Investors Security Fund XVIII, A California Limited Partnership Professional Investors 20, LLC Professional Investors 21, LLC Professional Investors 22, LLC Professional Investors 23, LLC Professional Investors 24, LLC Professional Investors 25, LLC Professional Investors 26, LLC Professional Investors 27, LLC Professional Investors 28, LLC Professional Investors 29, LLC Professional Investors 30, LLC Professional Investors 31, LLC Professional Investors 32, LLC Professional Investors 33, LLC Professional Investors 34, LLC Professional Investors 35, LLC Professional Investors 36, LLC Professional Investors 37, LLC Professional Investors 38, LLC Professional Investors 39, LLC Professional Investors 40, LLC Professional Investors 41, LLC Professional Investors 42, LLC Professional Investors 43, LLC Professional Investors 44, LLC Professional Investors 45, LLC Professional Investors 46, LLC Professional Investors 47, LLC Professional Investors 48, LLC Professional Investors 49, LLC PFI Glenwood, LLC
By: ______Andrew Hinkelman, solely in his capacity as Chief Restructuring Officer
PFI TRUSTEE:
By: Michael Goldberg, solely in his capacity as PFI Trustee under this Agreement
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Schedule A
The compensation for the PFI Trustee shall be based on a monthly flat fee of $35,000 through December 31, 2022. Commencing January 1, 2023 and for each month thereafter, the PFI Trustee shall be paid compensation that is the greater of: (a) $25,000; or (b) the PFI Trustee’s then standard hourly rate discounted by 15 percent.
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PFI Trustee and Board of Advisors
Pursuant to Article IV of the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Member Committee and the Ad Hoc DOT Noteholders Committee [Docket No. 554] (as amended, supplemented or otherwise modified from time to time, the “Plan”), and in accordance with Article 4.3.1 of the Plan and section 1129(a)(5) of the Bankruptcy Code, the Debtors hereby disclose the identities and affiliations of the individual(s) proposed to serve (i) as the PFI Trustee and (ii) on the Board of Advisors, as of the Effective Date.
I. PFI Trustee
Name Affiliations and Experience
Michael Goldberg Mr. Goldberg has served as the court-approved sole director of Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. since August 11, 2020. Mr. Goldberg chairs Akerman LLP’s Fraud and Recovery Practice, an experienced team of lawyers focused on unraveling high-profile investor fraud, including Ponzi schemes. He has wide-ranging experience as a counsel, receiver or other senior official in cases involving fraud, including being appointed by the SEC to the Board of Managers, and subsequently as Liquidating Trustee, of The Woodbridge Group of Companies, a group of related entities accused of defrauding investors out of $1.2 billion.
II. Board of Advisors
The following table discloses the identities and affiliations of the individuals proposed to serve as directors on the Board of Advisors as of the Effective Date:
Name Affiliations and Experience
Jim Adams Investor and member of the Ad Hoc LLC Members Committee Robin Altman Investor and member of the Ad Hoc Committee of Deed of Trust Holders Shela Dean Investor and moderator of [email protected] investor help email Paul Greidanus Investor and member of the Official Committee of Unsecured Creditors
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Name Affiliations and Experience
Rachel Hannah Investor and moderator of all-investor calls and [email protected] investor help email John Mangini Investor and member of the Ad Hoc Committee of Deed of Trust Holders Cheryl Reinhardt Investor and member of Ad Hoc LLC Members Committee
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Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 29 of 39 Schedule of Assumed Agreements
NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT PFI 2 Tenant Lease Lessor 5/1/2016 7/31/2024 *Norton Fine Art Handling/Vincent Zuardo 615 Duffy Place 23B San Rafael CA 94901 - 7,000.00 PFI 2 Tenant Lease Lessor 6/1/2019 8/31/2023 200 Woodland, LLC 615 Duffy Place 22, 615 San Rafael CA 94901 - 6,500.00 PFI 2 Tenant Lease Lessor 3/1/2013 6/30/2024 Anthony Caprini / Precision Body Shop & Detail 615 Duffy Place 33 San Rafael CA 94901 - 5,988.00 PFI 2 Tenant Lease Lessor 4/1/2013 12/31/2023 Isaac Khelif / IK Design, Inc. 615 Duffy Place 21, 23A San Rafael CA 94901 - 10,377.50 PFI 2 Tenant Lease Lessor 5/1/2013 7/31/2022 Lawrence Levstik / Lawrence Automotive 615 Duffy Place 25A San Rafael CA 94901 - 2,430.00 PFI 2 Tenant Lease Lessor 1/1/2015 7/31/2023 North Bay Lighting and Electrical Supply, Inc. 615 Duffy Place 607 San Rafael CA 94901 - 4,624.00 PFI 2 Tenant Lease Lessor 7/1/2015 4/30/2024 Thomas Fetherston / Custom Furniture Design Studios 615 Duffy Place 31 San Rafael CA 94901 - 8,136.25 PFI 5 Tenant Lease Lessor 10/1/2018 7/31/2021 *Douglas Soo & Rachael Staudt/Project Squeeble LLC 200 Gate 5 Road 110 Sausalito CA 94965 - 2,400.00 PFI 5 Tenant Lease Lessor 8/1/2019 8/31/2024 *SinglePoint Design Build 200 Gate 5 Road 109 Sausalito CA 94965 - 2,600.00 PFI 5 Tenant Lease Lessor 5/5/2017 1/31/2022 Anthony Brinton / Brinton Design 200 Gate 5 Road 204 Sausalito CA 94965 - 1,131.00 PFI 5 Tenant Lease Lessor 10/1/2018 9/30/2021 Barb Siskin / Far Western Anthropological Research Group, Inc. 200 Gate 5 Road 102 Sausalito CA 94965 - 5,020.00 PFI 5 Tenant Lease Lessor 7/1/2019 1/31/2022 Cereal Number LLC 200 Gate 5 Road 112 Sausalito CA 94965 - 3,600.00 PFI 5 Tenant Lease Lessor 2/22/2016 10/31/2022 Kristina Braun / Emily Adams / Braun + Adams Interiors 200 Gate 5 Road 203 Sausalito CA 94965 - 1,131.00 PFI 5 Tenant Lease Lessor 7/1/2020 5/31/2021 Professional Financial Investors 200 Gate 5 Road 210 Sausalito CA 94965 - - PFI 5 Tenant Lease Lessor 10/1/2016 6/30/2024 Tera & Alfredo Anacona / Cibo of Sausalito 200 Gate 5 Road 105 Sausalito CA 94965 - 5,500.00 PFI 5 Tenant Lease Lessor 7/1/2020 9/30/2023 True Communications 200 Gate 5 Road 103 Sausalito CA 94965 - - PFI 117 Tenant Lease Lessor 1/1/2018 6/30/2021 *Joseph Alexander / Mobile Kangaroo 117-119-121 Paul Drive 121C San Rafael CA 94903 - 1,010.00 PFI 117 Tenant Lease Lessor 3/1/2019 12/31/2021 *Melissa Tervet-da Cunha, MFT 117-119-121 Paul Drive 121E San Rafael CA 94903 - 900.00 PFI 117 Tenant Lease Lessor 10/29/2013 12/31/2021 Gateway Learning Group, Inc. 117-119-121 Paul Drive 121B San Rafael CA 94903 - 1,225.00 PFI 117 Tenant Lease Lessor 1/7/1998 5/31/2021 West Coast Reporters, Inc. 117-119-121 Paul Drive 117A, 119B, 119C San Rafael CA 94903 - 3,331.46 PFI 117 Tenant Lease Lessor 2/1/2020 10/31/2021 Whitehall-Parker Securities, Inc. 117-119-121 Paul Drive 117B San Rafael CA 94903 - 3,500.00 PFI 117 Tenant Lease Lessor 12/15/2012 1/31/2023 Right at Home - Homecare Marin, LLC 117-119-121 Paul Drive 121A-2 San Rafael CA 94903 - 1,190.00 PFI 353 Tenant Lease Lessor 7/26/2019 3/31/2023 Adobe Creek Brewing Company, LLC 353-359 Bel Marin Keys Boulevard 359-17B Novato CA 94949 - 500.00 PFI 353 Tenant Lease Lessor 4/15/2017 5/31/2021 Applied Financial Services, Inc. 353-359 Bel Marin Keys Boulevard 359-01 Novato CA 94949 - 4,000.00 PFI 353 Tenant Lease Lessor 4/1/2019 5/31/2021 Brenda Audrey Lindstrom 353-359 Bel Marin Keys Boulevard 359-10 Novato CA 94949 - 1,800.00 PFI 353 Tenant Lease Lessor 4/1/2019 2/28/2022 Christopher's Construction, Inc. 353-359 Bel Marin Keys Boulevard 359-14 Novato CA 94949 - 2,100.00 PFI 353 Tenant Lease Lessor 11/15/2015 2/28/2026 David Clark / Clark Solutions 353-359 Bel Marin Keys Boulevard 353-09 Novato CA 94949 - 900.00 PFI 353 Tenant Lease Lessor 5/1/2019 6/7/2022 EAH Housing, a non-profit housing corp. 353-359 Bel Marin Keys Boulevard 359-07 Novato CA 94949 - 1,600.00 PFI 353 Tenant Lease Lessor 3/8/2020 2/28/2022 Elizabeth Graceffo 353-359 Bel Marin Keys Boulevard 353-06 Novato CA 94949 - 1,800.00 PFI 353 Tenant Lease Lessor 9/1/2018 12/31/2022 Horiba Instruments Inc. 353-359 Bel Marin Keys Boulevard 359-18 Novato CA 94949 - 1,300.00 PFI 353 Tenant Lease Lessor 6/1/2016 5/31/2021 Lynne Curtin Gilles / Curtin Convention & Exposition Services 353-359 Bel Marin Keys Boulevard 359-05 Novato CA 94949 - 2,000.00 PFI 353 Tenant Lease Lessor 6/1/2019 7/31/2021 PFI - Maintenance Warehouse 353-359 Bel Marin Keys Boulevard 359-20 Novato CA 94949 - - PFI 353 Tenant Lease Lessor 6/1/2020 6/30/2021 Simmonds & Associates, Inc 353-359 Bel Marin Keys Boulevard 359-03 Novato CA 94949 - 1,000.00 PFI 885 Tenant Lease Lessor 5/9/2020 5/31/2021 Kevin Watson 885 Broadway 08 Sonoma CA 95476 - 1,595.00 PFI 1315 Tenant Lease Lessor 7/1/2020 6/30/2021 *Denise Tierney 1315 Lincoln Ave 03 San Rafael CA 94901 - 2,195.00 PFI 7200 Tenant Lease Lessor 8/1/2017 10/31/2022 *International Leisure Travel, Inc. (ILT) 7200 Redwood Boulevard 301 Novato CA 94945 - 2,300.00 PFI 7200 Tenant Lease Lessor 11/1/2019 12/31/2023 *Liuzzi, Murphy, Solomon , Churton & Hale LLP 7200 Redwood Boulevard 300 Novato CA 94945 - 3,471.06 PFI 7200 Tenant Lease Lessor 8/1/2017 9/30/2021 Ghirardo, CPA 7200 Redwood Boulevard 312, 403, 404, STO Novato CA 94945 - 15,900.83 PFI 7200 Tenant Lease Lessor 12/1/2017 5/31/2021 Jon Newton 7200 Redwood Boulevard 402 Novato CA 94945 - 3,935.50 PFI 7200 Tenant Lease Lessor 4/23/2020 7/31/2021 Martz Accountancy Corporation 7200 Redwood Boulevard 325, STORAGEE Novato CA 94945 - 5,700.00 PFI 7200 Tenant Lease Lessor 1/1/2000 8/31/2021 Novato Chamber 7200 Redwood Boulevard STORAGEC Novato CA 94945 - - PFI 7200 Tenant Lease Lessor 8/24/2007 10/31/2024 Oberkamper & Assoc. 7200 Redwood Boulevard 308 Novato CA 94945 - 11,342.00 PFI 7200 Tenant Lease Lessor 8/31/2000 11/30/2022 Sprint PCS Cell site 7200 Redwood Boulevard ROOF Novato CA 94945 - - PFI 16914 Tenant Lease Lessor 7/7/2020 7/31/2021 Elisa Miramontes 16914 Sonoma Hwy 11 Sonoma CA 95476 - 1,895.00 PFI merry Tenant Lease Lessor 5/14/2020 5/31/2021 - Ralph Jon Leanhardt 7 Merrydale Ave 08 San Rafael CA 94903 - 2,200.00 LLC 20 Tenant Lease Lessor 7/1/2020 6/30/2021 -Allison -Cranston 511 & 531 Alameda Del Prado 117 Novato CA 94949 - 2,495.00 LLC 20 Tenant Lease Lessor 7/21/2020 7/31/2021 Clarence Timmons 511 & 531 Alameda Del Prado 217 Novato CA 94949 - 2,595.00 LLC 20 Tenant Lease Lessor 7/1/2020 6/30/2021 Magda Rodas 511 & 531 Alameda Del Prado 119 Novato CA 94949 - 2,495.00 LLC 20 Tenant Lease Lessor 7/10/2020 6/30/2021 -Ronald -Bradburn 511 & 531 Alameda Del Prado 332 Novato CA 94949 - 2,375.00 LLC 20 Tenant Lease Lessor 7/15/2020 7/31/2021 Victor De Leon 511 & 531 Alameda Del Prado 331 Novato CA 94949 - 2,695.00 LLC 21 Tenant Lease Lessor 7/16/2020 7/31/2021 Nesvin Gramajo 401 Ignacio Blvd 325 Novato CA 94949 - 2,695.00 LLC 21 Tenant Lease Lessor 10/23/2020 10/31/2021 -Paul -Weber 401 Ignacio Blvd 321 Novato CA 94949 - 2,175.00 LLC 22 Tenant Lease Lessor 8/12/2020 8/31/2021 -Breanna Singletary 120 Orchard Ave 185 Sonoma CA 95476 - 1,995.00 LLC 22 Tenant Lease Lessor 6/10/2020 5/31/2021 Dario Montoya 120 Orchard Ave 223 Sonoma CA 95476 - 1,995.00 LLC 22 Tenant Lease Lessor 10/1/2020 9/30/2021 Esequiel Ramos 120 Orchard Ave 199 Sonoma CA 95476 - 1,995.00 LLC 22 Tenant Lease Lessor 10/1/2020 9/30/2021 Norma Pena 120 Orchard Ave 163 Sonoma CA 95476 - 2,250.00 LLC 22 Tenant Lease Lessor 7/1/2020 6/30/2021 -William Wilson 120 Orchard Ave 167 Sonoma CA 95476 - 1,995.00 LLC 23 Tenant Lease Lessor 9/1/2015 8/31/2021 *Ketron Financial, LLC / Russ Ketron 1701 Novato Blvd. 204 Novato CA 94947 - 817.60 LLC 23 Tenant Lease Lessor 1/1/2014 12/31/2023 Alders Financial Solutions / Louis Batmale 1701 Novato Blvd. 304 Novato CA 94947 - 4,104.00 LLC 23 Tenant Lease Lessor 8/1/2013 12/31/2022 Catalyst Systems, LLC / Holly DeGroot 1701 Novato Blvd. 205 Novato CA 94947 - 4,821.95 LLC 23 Tenant Lease Lessor 8/1/2010 2/28/2022 David W. Epstein, D.D.S. 1701 Novato Blvd. 306 Novato CA 94947 - 4,294.20 LLC 23 Tenant Lease Lessor 2/1/2016 9/30/2021 Fidelity National Title Company 1701 Novato Blvd. 207 Novato CA 94947 - 5,000.00 LLC 23 Tenant Lease Lessor 9/1/2014 12/31/2022 John Jaeger 1701 Novato Blvd. 201 Novato CA 94947 - 1,419.00 LLC 23 Tenant Lease Lessor 1/1/2010 10/31/2022 Louie R. Limchayseng, DMD 1701 Novato Blvd. 108 Novato CA 94947 - 3,559.50 LLC 23 Tenant Lease Lessor 11/1/2012 1/31/2022 Melissa Bradley Real Estate - Unit 300M 1701 Novato Blvd. 300M Novato CA 94947 - 6,856.50 LLC 23 Tenant Lease Lessor 3/1/2010 12/31/2021 Neal Patel, D.D.S. 1701 Novato Blvd. 305 Novato CA 94947 - 4,974.21 LLC 23 Tenant Lease Lessor 9/1/2020 5/31/2021 WebPerception LLC 1701 Novato Blvd. 202 Novato CA 94947 - 3,191.85 LLC 24 Tenant Lease Lessor 12/1/2020 2/14/2026 *Kristina Jacobs 1682 Novato Blvd. 103 Novato CA 94947 - 400.00 LLC 24 Tenant Lease Lessor 3/1/2017 7/31/2021 *Victoria Herzog 1682 Novato Blvd. 250A Novato CA 94947 - 587.70 LLC 24 Tenant Lease Lessor 11/1/2019 1/31/2023 Adder Corporation 1682 Novato Blvd. 203 Novato CA 94947 - 1,450.00 LLC 24 Tenant Lease Lessor 5/1/2018 1/31/2022 Arthur Gallagher / Ms. Valerie Ellis, Corporate RE Coordinator 1682 Novato Blvd. 350 Novato CA 94947 - - DNJ Property Management / Common Interest Management Services LLC 24 Tenant Lease Lessor 8/1/2018 11/30/2022 (CIMS) 1682 Novato Blvd. 204 Novato CA 94947 - 4,000.00
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 1 of 7 Entered: 05/06/21 21:40:55 Page 30 of 5/6/2021 39 NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT LLC 24 Tenant Lease Lessor 3/1/2014 2/28/2022 EC Brands Corporation 1682 Novato Blvd. 251, 254 Novato CA 94947 - 4,124.08 LLC 24 Tenant Lease Lessor 10/1/2012 12/31/2023 Macchello & Associates 1682 Novato Blvd. 340 Novato CA 94947 - 1,444.00 LLC 24 Tenant Lease Lessor 3/1/2008 12/31/2023 Michael Spalding, Esq., Hedani Choy Spalding & Salvagione Peter T. 1682 Novato Blvd. 250 Novato CA 94947 - 5,729.10 Churchill, Esq/CPA, P.C., Scott Handleman, Esq. LLC 24 Tenant Lease Lessor 2/1/2015 12/31/2021 Miller Robertson Insurance Services 1682 Novato Blvd. 330 Novato CA 94947 - 460.58 LLC 24 Tenant Lease Lessor 10/15/2011 4/30/2021 Morre & Company LLP 1682 Novato Blvd. 300 Novato CA 94947 - 5,550.00 LLC 24 Tenant Lease Lessor 5/15/2018 11/30/2021 Regina Bianucci Rus, CPA 1682 Novato Blvd. 104 Novato CA 94947 - 370.00 LLC 25 Tenant Lease Lessor 4/1/2018 12/31/2021 *David & Roxanne Kendrick / DogTrekker, Inc. 7 Mt. Lassen Drive C-114 San Rafael CA 94903 - 400.00 LLC 25 Tenant Lease Lessor 10/1/2019 10/31/2022 *Joshua Archer 7 Mt. Lassen Drive C-122 San Rafael CA 94903 - 700.00 LLC 25 Tenant Lease Lessor 8/1/2014 11/30/2021 *Land Studio C / Darren M Reynolds 7 Mt. Lassen Drive B-156 San Rafael CA 94903 - 700.00 LLC 25 Tenant Lease Lessor 9/1/2015 8/31/2021 *Loving Care To You / Qamar Khan 7 Mt. Lassen Drive D-116 San Rafael CA 94903 - 540.00 LLC 25 Tenant Lease Lessor 7/1/2019 6/30/2021 *MKSI Investments 7 Mt. Lassen Drive C-252 San Rafael CA 94903 - 1,700.00 LLC 25 Tenant Lease Lessor 10/8/2012 8/31/2025 *Ryan Dempsey / Marinwood Community Acupunture 7 Mt. Lassen Drive B-136 San Rafael CA 94903 - 1,200.00 LLC 25 Tenant Lease Lessor 11/1/2004 6/30/2023 Cary Gaidano, CPA / Gaidano & Associates 7 Mt. Lassen Drive C-256 San Rafael CA 94903 - 2,100.00 LLC 25 Tenant Lease Lessor 10/12/2007 10/31/2021 Celtic Capital Corp / Bron Hafner 7 Mt. Lassen Drive B-152 San Rafael CA 94903 - 1,107.00 LLC 25 Tenant Lease Lessor 11/1/2017 1/31/2022 Cloversoft / Tim Clover 7 Mt. Lassen Drive C-118 San Rafael CA 94903 - 395.60 LLC 25 Tenant Lease Lessor 7/15/2010 9/30/2021 Darius Abolhassani / DAC Associates 7 Mt. Lassen Drive A-129 San Rafael CA 94903 - 917.00 LLC 25 Tenant Lease Lessor 9/1/2018 6/30/2021 Dr. Craig Isaacs 7 Mt. Lassen Drive A-134 San Rafael CA 94903 - 1,400.00 LLC 25 Tenant Lease Lessor 11/15/2008 2/28/2022 Elpida Residential Programs 7 Mt. Lassen Drive C-258 San Rafael CA 94903 - 2,400.00 LLC 25 Tenant Lease Lessor 5/19/2017 3/31/2022 Gabriel Haneford / Deep in the Heart of Taxes 7 Mt. Lassen Drive D-126 San Rafael CA 94903 - 700.00 LLC 25 Tenant Lease Lessor 5/15/2018 8/31/2021 Gary R. Lieberman 7 Mt. Lassen Drive A-150 San Rafael CA 94903 - 510.00 LLC 25 Tenant Lease Lessor 6/15/2019 4/30/2022 Healthy Building Science, Inc. 7 Mt. Lassen Drive C-136 San Rafael CA 94903 - 500.00 LLC 25 Tenant Lease Lessor 4/16/2013 10/31/2022 Institute of Applied Behavior Analysis (IABA) / Lori Ann Dotson 7 Mt. Lassen Drive C-132 San Rafael CA 94903 - 420.00 LLC 25 Tenant Lease Lessor 1/1/2021 12/31/2021 IT SystemWorks / Keith Parker 7 Mt. Lassen Drive C-110 San Rafael CA 94903 - 850.00 LLC 25 Tenant Lease Lessor 10/1/2012 10/31/2022 John D'Andrea / Realty Solutions 7 Mt. Lassen Drive D-250 San Rafael CA 94903 - 1,400.00 LLC 25 Tenant Lease Lessor 11/15/2020 9/30/2021 Kathleen Cheek 7 Mt. Lassen Drive C-125 San Rafael CA 94903 - 448.50 LLC 25 Tenant Lease Lessor 10/1/2020 4/30/2023 LendUs 7 Mt. Lassen Drive A-110 San Rafael CA 94903 - 915.00 LLC 25 Tenant Lease Lessor 10/1/2020 11/30/2021 Lucas Valley Hme Owners Assoc. 7 Mt. Lassen Drive D-114 San Rafael CA 94903 - 550.00 LLC 25 Tenant Lease Lessor 5/1/2015 5/31/2021 NLP Marin / Julie Christine 7 Mt. Lassen Drive C-126 San Rafael CA 94903 - 1,275.00 LLC 25 Tenant Lease Lessor 6/19/2018 1/31/2022 Patricia Palmer / The Clearing Process 7 Mt. Lassen Drive B-114 San Rafael CA 94903 - 400.00 LLC 25 Tenant Lease Lessor 2/1/2014 2/14/2026 Paulo & Dina Moraes 7 Mt. Lassen Drive B-150 San Rafael CA 94903 - 333.25 LLC 25 Tenant Lease Lessor 7/1/2007 4/30/2021 Peter DeForest / Portfolio Defense, LLC 7 Mt. Lassen Drive D-150 San Rafael CA 94903 - 630.00 LLC 25 Tenant Lease Lessor 4/10/2015 9/30/2021 Peter Newman 7 Mt. Lassen Drive B-122 San Rafael CA 94903 - 1,050.00 LLC 25 Tenant Lease Lessor 7/15/2010 4/30/2022 Robert Richards 7 Mt. Lassen Drive B-138 San Rafael CA 94903 - 562.50 LLC 25 Tenant Lease Lessor 5/1/2011 6/30/2021 Ryan Cassidy & Paulo Moraes 7 Mt. Lassen Drive C-152 San Rafael CA 94903 - 943.50 LLC 25 Tenant Lease Lessor 9/1/2012 7/31/2021 Siena Pacific, Inc. / Michael Austin 7 Mt. Lassen Drive B-256 San Rafael CA 94903 - 1,400.00 LLC 25 Tenant Lease Lessor 2/1/2015 10/31/2021 Susan Townsend 7 Mt. Lassen Drive C-154 San Rafael CA 94903 - 1,900.00 LLC 25 Tenant Lease Lessor 11/8/2019 11/30/2021 Tina and David Pfeil 7 Mt. Lassen Drive B-154 San Rafael CA 94903 - 400.00 LLC 25 Tenant Lease Lessor 8/1/2010 11/30/2021 Wendy Gold 7 Mt. Lassen Drive D-136 San Rafael CA 94903 - 555.00 LLC 25 Tenant Lease Lessor 12/1/2018 6/30/2021 William & Ronnie Feldman - D134 7 Mt. Lassen Drive D-134 San Rafael CA 94903 - 480.00 LLC 25 Tenant Lease Lessor 7/1/2020 2/28/2022 William Feldman 7 Mt. Lassen Drive D-130, D-132 San Rafael CA 94903 - 500.00 LLC 25 Tenant Lease Lessor 4/1/2018 12/31/2021 William Feldman - D-124 7 Mt. Lassen Drive D-124 San Rafael CA 94903 - 1,100.00 LLC 26 Tenant Lease Lessor 3/1/2005 3/31/2022 *Ellen S Krantz 100 Tamal Vista 102 Corte Madera CA 94925 - 1,725.00 LLC 26 Tenant Lease Lessor 3/15/2013 8/31/2023 *West Coast Retina 100 Tamal Vista 120 Corte Madera CA 94925 - 8,347.00 LLC 26 Tenant Lease Lessor 6/1/2016 3/31/2023 Dr. Branko Smida 100 Tamal Vista 125 Corte Madera CA 94925 - 25,837.50 LLC 26 Tenant Lease Lessor 8/23/2010 2/28/2022 Eye Center of Northern California 100 Tamal Vista 105 Corte Madera CA 94925 - 1,800.00 LLC 26 Tenant Lease Lessor 2/1/2017 5/31/2021 Fit Bags, Inc 100 Tamal Vista 100 Corte Madera CA 94925 - 2,350.00 LLC 26 Tenant Lease Lessor 4/1/2015 8/31/2026 Fran Freedman 100 Tamal Vista 170 Corte Madera CA 94925 - 1,500.00 LLC 26 Tenant Lease Lessor 6/1/2015 10/31/2022 Ken Kreger 100 Tamal Vista 106, 108 Corte Madera CA 94925 - 5,000.00 LLC 26 Tenant Lease Lessor 7/1/2010 10/31/2022 Kevin Bartel - Larkspur Financial Advisors 100 Tamal Vista 110 Corte Madera CA 94925 - 4,000.00 LLC 27 Tenant Lease Lessor 7/1/2020 12/31/2021 *Rick Scarpello 1500, 1510, 1516 Grant Avenue 126 Novato CA 94945 - 800.00 LLC 27 Tenant Lease Lessor 12/1/2017 3/31/2022 Angie Cheung 1500, 1510, 1516 Grant Avenue 100 Novato CA 94945 - 4,173.75 LLC 27 Tenant Lease Lessor 10/1/2020 8/31/2025 Daniel MacDonald AIA Architects, Inc 1500, 1510, 1516 Grant Avenue 200 Novato CA 94945 - - LLC 27 Tenant Lease Lessor 2/8/2020 11/30/2021 Eric Hdrlicka 1500, 1510, 1516 Grant Avenue 240, 242 Novato CA 94945 - 1,500.00 LLC 27 Tenant Lease Lessor 8/1/2019 11/30/2022 Heide Nielsen 1500, 1510, 1516 Grant Avenue 108 Novato CA 94945 - 2,200.00 LLC 27 Tenant Lease Lessor 1/1/2015 9/30/2022 Images of Style / Patricia Ladd 1500, 1510, 1516 Grant Avenue 120 Novato CA 94945 - 1,000.00 LLC 27 Tenant Lease Lessor 10/1/2019 8/31/2022 Mary Kay Studio /Patsy Fleisch 1500, 1510, 1516 Grant Avenue 118 Novato CA 94945 - 200.00 LLC 27 Tenant Lease Lessor 6/1/2020 2/28/2022 North Bay Home Care 1500, 1510, 1516 Grant Avenue 310, 316 Novato CA 94945 - 2,000.00 LLC 27 Tenant Lease Lessor 3/1/2020 6/30/2021 North Bay Property Service 1500, 1510, 1516 Grant Avenue 128 Novato CA 94945 - 1,300.00 LLC 27 Tenant Lease Lessor 2/1/2020 6/30/2023 Sheerline Engineering 1500, 1510, 1516 Grant Avenue 330 Novato CA 94945 - 1,400.00 LLC 27 Tenant Lease Lessor 9/1/2015 2/28/2022 Tien Lam & Khaekai / Bacon Restaurant 1500, 1510, 1516 Grant Avenue 140 Novato CA 94945 - - LLC 29 Tenant Lease Lessor 8/15/2017 1/31/2022 *Steve Geiszler PO Box 14981 202 Santa Rosa CA 95402 - 1,120.00 LLC 29 Tenant Lease Lessor 11/1/2019 3/31/2022 *Vickey Rohrer PO Box 14981 204 Santa Rosa CA 95402 - 700.00 LLC 29 Tenant Lease Lessor 11/3/2018 10/31/2021 *Zack I. Medoff, Ph. D. PO Box 14981 205 Santa Rosa CA 95402 - 820.00 LLC 29 Tenant Lease Lessor 9/1/2019 1/31/2022 Cynthia Psaila PO Box 14981 102 Santa Rosa CA 95402 - 700.00 LLC 29 Tenant Lease Lessor 11/10/2020 8/31/2021 Jennifer Hampton PO Box 14981 104 Santa Rosa CA 95402 - 400.00 LLC 29 Tenant Lease Lessor 9/1/2019 4/30/2022 Lin Haley PO Box 14981 103 Santa Rosa CA 95402 - 400.00 LLC 29 Tenant Lease Lessor 2/9/2015 5/31/2021 Transcendence Theater Co. #201 PO Box 14981 201 Santa Rosa CA 95402 - - LLC 30 Tenant Lease Lessor 5/1/2010 4/30/2022 American AG Credit 1341-1353 Redwood Way 1345 Petaluma CA 94954 - 1,312.00 LLC 30 Tenant Lease Lessor 6/15/2019 5/31/2021 Enlighten Wireless 1341-1353 Redwood Way 1347 Petaluma CA 94954 - 7,900.00 LLC 30 Tenant Lease Lessor 11/13/2020 7/31/2024 LifeHouse, Inc 1341-1353 Redwood Way 1353B Petaluma CA 94954 - 5,000.00 LLC 30 Tenant Lease Lessor 12/5/2016 10/31/2021 NSF International 1341-1353 Redwood Way 1341 Petaluma CA 94954 - - LLC 30 Tenant Lease Lessor 3/1/2015 12/31/2021 Pacific Coast Trane 1341-1353 Redwood Way 1343 Petaluma CA 94954 - 2,475.20 LLC 30 Tenant Lease Lessor 6/1/2016 5/31/2021 Twit 1341-1353 Redwood Way 1351B Petaluma CA 94954 - 7,315.10 LLC 31 Tenant Lease Lessor 9/1/2020 5/1/2021 *Golden Gate Surgical GP, a California General Partnership 30 North San Pedro Road 160 San Rafael CA 94903 - 3,000.00
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 2 of 7 Entered: 05/06/21 21:40:55 Page 31 of 5/6/2021 39 NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT LLC 31 Tenant Lease Lessor 3/1/2012 11/30/2025 *Marin County Federal Credit Union 30 North San Pedro Road 115, 120 San Rafael CA 94903 - 13,733.36 LLC 31 Tenant Lease Lessor 2/1/2019 2/28/2024 *National Home Health Services, Inc. 30 North San Pedro Road 130 San Rafael CA 94903 - 1,800.00 LLC 31 Tenant Lease Lessor 3/1/2017 8/31/2024 *Wellspring Psychotherapy Center, Inc 30 North San Pedro Road 290 San Rafael CA 94903 - 6,500.00 LLC 31 Tenant Lease Lessor 2/1/2018 1/31/2023 *Zero Breast Cancer 30 North San Pedro Road 140, 140 San Rafael CA 94903 - 2,182.00 LLC 31 Tenant Lease Lessor 9/1/2019 12/31/2021 County of Marin - Health and Human Services 30 North San Pedro Road 275 San Rafael CA 94903 - - LLC 31 Tenant Lease Lessor 1/1/2018 12/31/2021 Lynne Martin, Carol Normandi, Sabine Haake & Michaela Fleming 30 North San Pedro Road 265 San Rafael CA 94903 - 4,594.20 LLC 31 Tenant Lease Lessor 7/1/2013 5/31/2021 Russell Marne 30 North San Pedro Road 195 San Rafael CA 94903 - 1,377.00 LLC 31 Tenant Lease Lessor 11/1/2018 8/31/2021 The Ritter House 30 North San Pedro Road 220 San Rafael CA 94903 - 9,200.00 LLC 31 Tenant Lease Lessor 9/1/2019 5/31/2021 YWCA 30 North San Pedro Road 170 San Rafael CA 94903 - 4,000.00 LLC 32 Tenant Lease Lessor 1/1/2013 2/28/2023 *NAMI 555 North Gate Drive 101, 105B San Rafael CA 94903 - 850.00 LLC 32 Tenant Lease Lessor 4/1/2018 2/28/2022 Community Action of Marin 555 North Gate Drive 100A, 103, 201 San Rafael CA 94903 - 24,850.00 LLC 32 Tenant Lease Lessor 6/1/2008 3/31/2022 Marin Child Care Council 555 North Gate Drive 105 San Rafael CA 94903 - 11,000.00 LLC 32 Tenant Lease Lessor 3/1/2012 5/31/2021 Marin Telecommunications Agency & MGSA 555 North Gate Drive 102 San Rafael CA 94903 - 1,981.99 LLC 33 Tenant Lease Lessor 10/24/2020 10/31/2021 Edwin Roque 335 Enfrente Blvd 10 Novato CA 94949 - 2,100.00 LLC 33 Tenant Lease Lessor 10/28/2020 10/31/2021 Maria Hernandez 335 Enfrente Blvd 30 Novato CA 94949 - 500.00 LLC 33 Tenant Lease Lessor 10/24/2020 10/31/2021 Shamon Carter MGR 335 Enfrente Blvd 23 Novato CA 94949 - - LLC 33 Tenant Lease Lessor 10/21/2020 10/31/2021 Tereza Florez 335 Enfrente Blvd 28 Novato CA 94949 - 1,232.00 LLC 34 Tenant Lease Lessor 1/1/2020 7/31/2021 *Callahan Financial Planning 851 Irwin Street 201A San Rafael CA 94901 - 1,700.00 LLC 34 Tenant Lease Lessor 7/1/2016 5/31/2022 *Howard Foster & Company 851 Irwin Street 200F San Rafael CA 94901 - 952.00 LLC 34 Tenant Lease Lessor 2/12/2018 4/15/2024 *Lorena Salazar 851 Irwin Street 200C San Rafael CA 94901 - 560.00 LLC 34 Tenant Lease Lessor 7/22/2019 6/30/2022 Covia Communities , Inc. - Episcopal ACH 851 Irwin Street 200G San Rafael CA 94901 - 1,300.00 LLC 34 Tenant Lease Lessor 6/1/2017 2/28/2022 Edward S. Zimmerman, Inc 851 Irwin Street 200E San Rafael CA 94901 - 925.00 LLC 34 Tenant Lease Lessor 10/1/2018 11/30/2021 Golden Gate Bridge Highway & Transp. District 851 Irwin Street 99991 San Rafael CA 94901 - - LLC 34 Tenant Lease Lessor 3/1/2017 3/31/2022 John Shields 851 Irwin Street 201SM San Rafael CA 94901 - 400.00 LLC 34 Tenant Lease Lessor 2/1/2017 7/31/2021 Norman Davis 851 Irwin Street 200I San Rafael CA 94901 - 650.00 LLC 34 Tenant Lease Lessor 3/15/2019 6/30/2025 Pearson Properties - Unit 104 851 Irwin Street 104 San Rafael CA 94901 - 14,200.00 LLC 34 Tenant Lease Lessor 8/1/2014 12/31/2021 Robert V. Chin, Attorney at Law 851 Irwin Street 201 San Rafael CA 94901 - 3,495.00 LLC 34 Tenant Lease Lessor 6/1/2020 5/31/2021 Tom Rains 851 Irwin Street 210 San Rafael CA 94901 - 250.00 LLC 34 Tenant Lease Lessor 4/1/2017 5/31/2021 Vantreo Insurance Brokerage 851 Irwin Street 300 San Rafael CA 94901 - 4,195.00 LLC 34 Tenant Lease Lessor 11/16/2020 12/31/2024 Vision Impaired of Marin 851 Irwin Street 212 San Rafael CA 94901 - 425.00 LLC 35 Tenant Lease Lessor 2/1/2017 5/31/2023 Aerotek, Inc. (Allegis Group) 1425 North McDowell Boulevard 204 Petaluma CA 94954 - - LLC 35 Tenant Lease Lessor 8/15/2019 5/31/2022 Comprehensive Educational Services 1425 North McDowell Boulevard 206 Petaluma CA 94954 - 1,700.00 LLC 35 Tenant Lease Lessor 11/1/2017 4/30/2021 Edward D. Jones & Co., L.P, a Missouri Limited Partnership 1425 North McDowell Boulevard 110 Petaluma CA 94954 - - LLC 35 Tenant Lease Lessor 10/1/2019 1/31/2023 Electronic Mortgages, Inc. 1425 North McDowell Boulevard 209 Petaluma CA 94954 - 2,000.00 LLC 35 Tenant Lease Lessor 4/1/2017 12/31/2021 Environmental Science Associates (ESA) 1425 North McDowell Boulevard 200, 215 Petaluma CA 94954 - 14,113.85 LLC 35 Tenant Lease Lessor 2/1/2016 2/28/2022 New York Marine & General Insurance Company 1425 North McDowell Boulevard 213 Petaluma CA 94954 - - LLC 35 Tenant Lease Lessor 3/1/2020 9/30/2021 Professional Filing Systems, Inc/InHealth Record Systems 1425 North McDowell Boulevard 211 Petaluma CA 94954 - 2,300.00 LLC 35 Tenant Lease Lessor 4/1/2016 4/30/2024 Ricoh USA, Inc 1425 North McDowell Boulevard 130 Petaluma CA 94954 - - LLC 35 Tenant Lease Lessor 7/1/2016 12/31/2021 Servico Building Maintenance 1425 North McDowell Boulevard 140 Petaluma CA 94954 - - LLC 35 Tenant Lease Lessor 8/1/2005 5/31/2021 SiteOne Landscape Supply, LLC 1425 North McDowell Boulevard 125 Petaluma CA 94954 - - LLC 35 Tenant Lease Lessor 2/1/2015 8/31/2021 Sorenson Communications, Inc. 1425 North McDowell Boulevard 207 Petaluma CA 94954 - 4,300.00 LLC 35 Tenant Lease Lessor 12/1/2016 7/31/2021 Syserco, Inc 1425 North McDowell Boulevard 135 Petaluma CA 94954 - 2,672.00 LLC 35 Tenant Lease Lessor 5/1/2020 10/31/2022 United Cerebral Palsy of the North Bay 1425 North McDowell Boulevard 115 Petaluma CA 94954 - - LLC 36 Tenant Lease Lessor 10/30/2020 10/31/2021 Barbara Ross 350 Robinson St 32 Sonoma CA 95476 - 1,695.00 LLC 36 Tenant Lease Lessor 10/21/2020 10/31/2021 Billie Settles 350 Robinson St 29 Sonoma CA 95476 - 1,695.00 LLC 36 Tenant Lease Lessor 9/30/2020 9/30/2021 Cynthia Solis-Collins 350 Robinson St 38 Sonoma CA 95476 - 1,695.00 LLC 36 Tenant Lease Lessor 7/10/2020 7/9/2021 Marilyn Deasy 350 Robinson St 14 Sonoma CA 95476 - 1,695.00 LLC 36 Tenant Lease Lessor 9/25/2020 9/30/2021 Shane Graham 350 Robinson St 13 Sonoma CA 95476 - 1,695.00 LLC 36 Tenant Lease Lessor 10/23/2020 10/31/2021 Suzanne Robinson 350 Robinson St 12 Sonoma CA 95476 - 1,695.00 LLC 37 Tenant Lease Lessor 11/11/2020 5/31/2022 *Rick Avery 10 Maple Street & 635-651 Broadway 651-D Sonoma CA 95476 - 900.00 LLC 37 Tenant Lease Lessor 9/1/2016 2/29/2024 *Tom N. Ho 10 Maple Street & 635-651 Broadway 645-A Sonoma CA 95476 - 2,425.00 LLC 37 Tenant Lease Lessor 9/1/2015 1/31/2022 Amano Trading 10 Maple Street & 635-651 Broadway 010-201 Sonoma CA 95476 - 2,527.80 LLC 37 Tenant Lease Lessor 6/1/2016 5/31/2022 Barbara Rochester 10 Maple Street & 635-651 Broadway 651-B Sonoma CA 95476 - 615.00 LLC 37 Tenant Lease Lessor 2/15/2020 10/31/2021 C and F Company LLC 10 Maple Street & 635-651 Broadway 635-200 Sonoma CA 95476 - 6,200.00 LLC 37 Tenant Lease Lessor 5/1/2013 9/30/2025 Corcoran Global Living/ELI 10 Maple Street & 635-651 Broadway 010-102 Sonoma CA 95476 - 2,200.00 LLC 37 Tenant Lease Lessor 9/1/2016 10/31/2021 DJM Capital Partners, Inc. 10 Maple Street & 635-651 Broadway 010-303 Sonoma CA 95476 - 2,100.00 LLC 37 Tenant Lease Lessor 3/1/2019 12/31/2023 Lockton Companies, LLC 10 Maple Street & 635-651 Broadway 635-100 Sonoma CA 95476 - 6,500.00 LLC 37 Tenant Lease Lessor 10/1/2010 10/31/2021 Mechanics Bank 10 Maple Street & 635-651 Broadway 010-101, 010-301 Sonoma CA 95476 - - LLC 37 Tenant Lease Lessor 6/1/2016 5/31/2021 Patrick Jude 10 Maple Street & 635-651 Broadway 651-C Sonoma CA 95476 - 510.00 LLC 37 Tenant Lease Lessor 6/1/2016 11/30/2021 Sonoma Valley Chamber of Commerce 10 Maple Street & 635-651 Broadway 651-A Sonoma CA 95476 - 2,300.00 LLC 37 Tenant Lease Lessor 5/1/2016 8/30/2026 Susan Warnock-Brooks 10 Maple Street & 635-651 Broadway 645-C Sonoma CA 95476 - 450.00 LLC 37 Tenant Lease Lessor 12/1/2018 6/30/2021 The Strength Studio, Inc. 10 Maple Street & 635-651 Broadway 010-200 Sonoma CA 95476 - 5,000.00 LLC 38 Tenant Lease Lessor 9/1/2014 8/31/2022 *Stanford Healthcare/Care Council 899 Northgate Drive 510, 530 San Rafael CA 94903 - 16,794.00 LLC 38 Tenant Lease Lessor 5/1/2015 1/31/2023 Annadel Capital, Inc / M. Gregory Smith 899 Northgate Drive 302 San Rafael CA 94903 - 2,761.22 LLC 38 Tenant Lease Lessor 7/1/2013 11/30/2022 Brenda Friedlander - Spectrum Financial Management 899 Northgate Drive 305 San Rafael CA 94903 - 3,938.00 LLC 38 Tenant Lease Lessor 5/1/2015 1/31/2022 Chiao, Smith & Associates, an Accountancy Corp. (CSM&M) 899 Northgate Drive 307 San Rafael CA 94903 - 4,410.90 LLC 38 Tenant Lease Lessor 11/1/2017 6/30/2022 Co-Active Training 899 Northgate Drive 304 San Rafael CA 94903 - 4,220.00 LLC 38 Tenant Lease Lessor 2/1/2020 10/31/2021 Hart Family Foundation 899 Northgate Drive 301 San Rafael CA 94903 - 10,500.00 LLC 38 Tenant Lease Lessor 7/1/2017 6/30/2023 High Note Management Professional Corp. 899 Northgate Drive 306 San Rafael CA 94903 - 6,000.00 LLC 38 Tenant Lease Lessor 7/15/2018 2/29/2028 InterOcean Steamship / Eric Teegelaar 899 Northgate Drive 200 San Rafael CA 94903 - 9,200.00 LLC 38 Tenant Lease Lessor 1/1/2017 8/31/2024 Marin Wealth Advisors, LLC 899 Northgate Drive 300 San Rafael CA 94903 - 5,500.00 LLC 38 Tenant Lease Lessor 4/1/2017 8/31/2021 MarinWood Capital Management, LLC 899 Northgate Drive 408 San Rafael CA 94903 - 1,950.00 LLC 38 Tenant Lease Lessor 7/15/2016 11/30/2021 Mark Shulz dba Nature's Sun Grown Foods, Inc. 899 Northgate Drive 405 San Rafael CA 94903 - 5,000.00 LLC 38 Tenant Lease Lessor 7/1/2017 12/31/2021 Mr. Anthony Pignati 899 Northgate Drive 412 San Rafael CA 94903 - 4,000.00 LLC 38 Tenant Lease Lessor 10/29/2014 12/31/2023 Nextel of California 899 Northgate Drive ROOF San Rafael CA 94903 - 1,500.00
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 3 of 7 Entered: 05/06/21 21:40:55 Page 32 of 5/6/2021 39 NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT LLC 38 Tenant Lease Lessor 12/1/2016 6/30/2022 Paul Handleman D.O. 899 Northgate Drive 400 San Rafael CA 94903 - 9,000.00 LLC 38 Tenant Lease Lessor 10/1/2009 3/31/2022 Strategic Energy Innovations 899 Northgate Drive 410 San Rafael CA 94903 - 6,493.74 LLC 38 Tenant Lease Lessor 10/15/2017 5/31/2021 Union Square Hearing, Inc 899 Northgate Drive 110 San Rafael CA 94903 - 33,000.00 LLC 38 Tenant Lease Lessor 9/1/2019 7/31/2021 Vandermyden Maddux Law Corporation 899 Northgate Drive 210 San Rafael CA 94903 - 11,700.05 LLC 39 Tenant Lease Lessor 1/1/2012 8/31/2024 Bessolo & Haworth LLP 523 4th Street & 930 Irwin Street 523-200 San Rafael CA 94901 - 1,650.00 LLC 39 Tenant Lease Lessor 7/1/1992 4/30/2023 Heidi Macdonald / Old Republic Title 523 4th Street & 930 Irwin Street 930-100 San Rafael CA 94901 - - LLC 39 Tenant Lease Lessor 7/1/2019 9/30/2021 Jeffrey Vanderheym & Brigitte Faas 523 4th Street & 930 Irwin Street 523-206 San Rafael CA 94901 - 1,300.00 LLC 39 Tenant Lease Lessor 12/13/2019 12/31/2021 Megan Kaden, Psy.D. 523 4th Street & 930 Irwin Street 523-204 San Rafael CA 94901 - 1,100.00 LLC 39 Tenant Lease Lessor 11/8/2000 7/31/2023 Monad Financial / Studenica Foundation 523 4th Street & 930 Irwin Street 930-203 San Rafael CA 94901 - 2,045.00 LLC 39 Tenant Lease Lessor 5/1/2018 6/30/2021 Parton & Sell, PC 523 4th Street & 930 Irwin Street 523-210 San Rafael CA 94901 - 4,000.00 LLC 39 Tenant Lease Lessor 4/22/2016 12/31/2021 Peter D. Truce / ST Design, Inc. 523 4th Street & 930 Irwin Street 523-214 San Rafael CA 94901 - 1,800.00 LLC 39 Tenant Lease Lessor 10/1/2018 12/31/2022 Redwood Lumber and Supply Company, LLC 523 4th Street & 930 Irwin Street 523-205 San Rafael CA 94901 - 580.00 LLC 39 Tenant Lease Lessor 5/1/2014 4/21/2024 SPL Express Inc. / Synrgo, Inc. 523 4th Street & 930 Irwin Street 523-216 San Rafael CA 94901 - 500.00 LLC 39 Tenant Lease Lessor 12/1/2020 5/14/2023 Susan Renaud 523 4th Street & 930 Irwin Street 930-222 San Rafael CA 94901 - 1,800.00 LLC 39 Tenant Lease Lessor 12/1/1981 2/29/2024 Swiss Watchmaker/Andre Fleury 523 4th Street & 930 Irwin Street 523-201, 523-203 San Rafael CA 94901 - 936.00 LLC 39 Tenant Lease Lessor 5/15/2018 11/30/2021 Van Horn Consulting Associates, INC. 523 4th Street & 930 Irwin Street 930-218 San Rafael CA 94901 - 2,900.00 LLC 40 Tenant Lease Lessor 10/19/2020 10/31/2021 - Kevin Conant 15411 Marty Drive Glenn 41 Ellen CA 95442 - 1,650.00 LLC 40 Tenant Lease Lessor 6/12/2020 6/30/2021 -Emily Adcock 15411 Marty Drive Glenn 81 Ellen CA 95442 - 1,650.00 LLC 40 Tenant Lease Lessor 11/30/2020 11/30/2021 Jennie Brown 15411 Marty Drive Glenn 51 Ellen CA 95442 - - LLC 40 Tenant Lease Lessor 12/20/2020 12/31/2021 Lyda Wilson 15411 Marty Drive Glenn 95 Ellen CA 95442 - 1,650.00 LLC 40 Tenant Lease Lessor 9/20/2020 9/30/2021 Maritza Perez 15411 Marty Drive Glenn 59 Ellen CA 95442 - 1,895.00 LLC 40 Tenant Lease Lessor 9/1/2020 8/31/2021 Maximilano Guzman 15411 Marty Drive Glenn 11 Ellen CA 95442 - 1,895.00 LLC 41 Tenant Lease Lessor 11/20/2020 11/30/2021 Yohelica Cifuentes 19 Merrydale Ave 11 San Rafael CA 94901 - 1,975.00 LLC 42 Tenant Lease Lessor 1/15/2020 12/31/2022 *Johnston & Smith, a Law Corporation 1050 Northgate Drive 510 San Rafael CA 94903 - 3,500.00 LLC 42 Tenant Lease Lessor 5/1/2018 8/31/2022 Alexander & Edwards, Inc. 1050 Northgate Drive 285 San Rafael CA 94903 - 2,955.45 LLC 42 Tenant Lease Lessor 8/1/2020 7/31/2023 Amitabh Bharadwaj, MD 1050 Northgate Drive 354 San Rafael CA 94903 - 2,500.00 LLC 42 Tenant Lease Lessor 2/1/2017 1/31/2024 Atkinson, Andelson, Loya, Ruud & Romo 1050 Northgate Drive 530 San Rafael CA 94903 - 8,298.35 LLC 42 Tenant Lease Lessor 2/1/2020 12/31/2021 Boukje Eerkens,PSY.D Jason Beck, D.C Gigi Pagani, PSY.D. 1050 Northgate Drive 012 San Rafael CA 94903 - 1,550.00 LLC 42 Tenant Lease Lessor 8/1/2013 6/30/2021 Bradford and Company, Inc. 1050 Northgate Drive 351 San Rafael CA 94903 - 2,265.00 LLC 42 Tenant Lease Lessor 4/1/2016 5/31/2021 Carmel Software 1050 Northgate Drive 360 San Rafael CA 94903 - 1,965.00 LLC 42 Tenant Lease Lessor 6/29/2018 10/31/2022 C-Dental X-ray Inc. 1050 Northgate Drive 445 San Rafael CA 94903 - 4,935.00 LLC 42 Tenant Lease Lessor 11/1/2014 10/31/2021 Conference Room 1050 Northgate Drive 125 San Rafael CA 94903 - - LLC 42 Tenant Lease Lessor 7/1/2016 1/31/2023 Dr. Deborah Nelson 1050 Northgate Drive 010 San Rafael CA 94903 - 1,078.00 LLC 42 Tenant Lease Lessor 12/1/2018 12/31/2023 Dr. Edgar Celis 1050 Northgate Drive 460 San Rafael CA 94903 - 5,400.00 LLC 42 Tenant Lease Lessor 6/1/2014 5/31/2021 Dr. Martin Borge DC 1050 Northgate Drive 350 San Rafael CA 94903 - 1,097.25 LLC 42 Tenant Lease Lessor 7/1/2009 4/30/2022 Dr. Pamela Marcucci, Ph.D 1050 Northgate Drive 480 San Rafael CA 94903 - 1,551.00 LLC 42 Tenant Lease Lessor 7/1/2016 10/31/2022 Gregory Crossman, D.C. / Crossman Chiropractic 1050 Northgate Drive 245 San Rafael CA 94903 - 1,300.00 LLC 42 Tenant Lease Lessor 6/3/2004 12/31/2023 GTE Mobilnet of California LP / Verizon Wireless 1050 Northgate Drive ROOF2 San Rafael CA 94903 - - LLC 42 Tenant Lease Lessor 4/25/2009 10/31/2021 HTL Hotel Advisors, Inc. 1050 Northgate Drive 440 San Rafael CA 94903 - 1,754.30 LLC 42 Tenant Lease Lessor 5/1/2018 5/31/2021 JB&A Distribution, INC. 1050 Northgate Drive 110, 185, 195 San Rafael CA 94903 - - LLC 42 Tenant Lease Lessor 5/1/2018 12/31/2023 JB&A Distribution, Inc. 1050 Northgate Drive 110, 185, 195 San Rafael CA 94903 - - LLC 42 Tenant Lease Lessor 11/1/2013 10/31/2022 Marin Children's & Families Commission / First 5 Marin 1050 Northgate Drive 130 San Rafael CA 94903 - 3,863.75 LLC 42 Tenant Lease Lessor 11/1/2017 1/31/2023 Marin Economic Forum 1050 Northgate Drive 054 San Rafael CA 94903 - 1,000.00 LLC 42 Tenant Lease Lessor 9/1/2008 11/30/2021 Mark Schillinger / Schillinger Chiropractic Group, Inc. 1050 Northgate Drive 001 San Rafael CA 94903 - 2,612.80 LLC 42 Tenant Lease Lessor 5/1/1991 5/31/2021 New Cingular Wireless PCS, LLC / AT&T 1050 Northgate Drive ROOF1 San Rafael CA 94903 - 1,385.60 LLC 42 Tenant Lease Lessor 1/11/2020 4/30/2022 Pacific Coast Psychiatric Associates 1050 Northgate Drive 550, 570 San Rafael CA 94903 - 9,500.00 LLC 42 Tenant Lease Lessor 11/1/2010 5/31/2021 Rick DeMartini / DeMartini & Associates 1050 Northgate Drive 190 San Rafael CA 94903 - 2,173.60 LLC 42 Tenant Lease Lessor 2/1/2018 10/31/2022 Stewart Wealth Management, Inc. 1050 Northgate Drive 333 San Rafael CA 94903 - 3,246.15 LLC 42 Tenant Lease Lessor 4/15/1987 7/31/2021 William R. Pascoe 1050 Northgate Drive 356 San Rafael CA 94903 - 1,154.00 LLC 42 Tenant Lease Lessor 10/1/2008 12/31/2023 Yevgeniya Valchuk, DDS / Terra Linda Dental Group 1050 Northgate Drive 139 San Rafael CA 94903 - 3,156.00 LLC 42 Tenant Lease Lessor 8/29/2015 2/28/2099 Bay Vaughan, Inc. / Home Instead Senior Care 1050 Northgate Drive 180 San Rafael CA 94903 - 4,004.10 LLC 43 Tenant Lease Lessor 6/30/2020 6/29/2021 Cynthia Serrano 109 Professional Center Pkwy 401 San Rafael CA 94903 - 2,395.00 LLC 43 Tenant Lease Lessor 10/7/2020 10/6/2021 -Elvin Ardon 109 Professional Center Pkwy 201 San Rafael CA 94903 - 2,100.00 LLC 43 Tenant Lease Lessor 10/10/2020 10/9/2021 Louis Morgan 109 Professional Center Pkwy 405 San Rafael CA 94903 - 2,395.00 LLC 43 Tenant Lease Lessor 9/1/2020 8/31/2021 -Nancy Turcios 109 Professional Center Pkwy 302 San Rafael CA 94903 - 2,395.00 LLC 44 Tenant Lease Lessor 7/8/2020 6/30/2021 -*Rebecca Evans 100 Sycamore Ave 04 San Anselmo CA 94960 - 500.00 LLC 44 Tenant Lease Lessor 7/17/2020 6/30/2021 Summer Sutton-Slais 100 Sycamore Ave 09 San Anselmo CA 94960 - 500.00 LLC 45 Tenant Lease Lessor 6/1/2017 12/31/2021 Adco Marketing 1099 D Street 208 San Rafael CA 94901 - 3,000.00 LLC 45 Tenant Lease Lessor 4/1/2011 2/28/2022 Anya E. Bandt, MD 1099 D Street 204 San Rafael CA 94901 - 3,090.00 LLC 45 Tenant Lease Lessor 1/1/2017 2/28/2022 Caliber Home Loans, Inc. 1099 D Street 202 San Rafael CA 94901 - 1,251.43 LLC 45 Tenant Lease Lessor 3/12/2012 1/10/2027 California Pacific Orthopaedics and Sports Medicine 1099 D Street 105 San Rafael CA 94901 - 25,000.00 LLC 45 Tenant Lease Lessor 1/1/2012 10/31/2021 Dr. Richard Creaghe, DDS 1099 D Street 206 San Rafael CA 94901 - 2,536.35 LLC 45 Tenant Lease Lessor 11/1/2020 9/30/2021 Gund Real Estate Group, LLC 1099 D Street 205 San Rafael CA 94901 - 2,900.00 LLC 45 Tenant Lease Lessor 6/1/2016 5/31/2021 K & M Office LLC 1099 D Street 207 San Rafael CA 94901 - 6,575.00 LLC 45 Tenant Lease Lessor 5/1/2008 2/28/2022 Lindamood- Bell Learning Proocesses 1099 D Street P-B, P-C San Rafael CA 94901 - 5,511.52 LLC 45 Tenant Lease Lessor 1/1/2017 7/31/2022 Mary Kay Yamamoto 1099 D Street 201 San Rafael CA 94901 - 2,748.57 LLC 45 Tenant Lease Lessor 1/15/2010 8/31/2022 The Big Picture Film & Video Arts, Inc. 1099 D Street G2-3, P-A San Rafael CA 94901 - 4,580.00 LLC 47 Tenant Lease Lessor 1/13/2020 10/31/2022 Cindy Reynolds 240 Tamal Vista 163 Corte Madera CA 94925 - 3,500.00 LLC 47 Tenant Lease Lessor 6/15/2018 7/31/2021 Cindy Reynolds - Neurofit - 162 240 Tamal Vista 162 Corte Madera CA 94925 - 2,000.00 LLC 47 Tenant Lease Lessor 3/1/2016 5/31/2021 Cindy Reynolds - Neurofit - 255 240 Tamal Vista 255 Corte Madera CA 94925 - 2,500.00 LLC 47 Tenant Lease Lessor 5/1/2020 5/31/2021 Claire Sebastian, LCSW and Elizabeth Lane, MFT 240 Tamal Vista 260 Corte Madera CA 94925 - 3,100.00 LLC 47 Tenant Lease Lessor 6/1/2018 7/31/2027 Collier Law Firm, LLP 240 Tamal Vista 100 Corte Madera CA 94925 - 5,000.00 LLC 47 Tenant Lease Lessor 6/1/2018 3/31/2024 EKI Environment & Water, Inc. 240 Tamal Vista 190 Corte Madera CA 94925 - 2,000.00 LLC 47 Tenant Lease Lessor 8/1/2016 4/30/2022 Mark J. Schiller, MD Corporation 240 Tamal Vista 155, 160, 250, 252 Corte Madera CA 94925 - 14,500.00 LLC 47 Tenant Lease Lessor 5/1/2018 5/31/2023 Mary Cunningham & Ernest Bryant 240 Tamal Vista 150 Corte Madera CA 94925 - 1,528.00
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 4 of 7 Entered: 05/06/21 21:40:55 Page 33 of 5/6/2021 39 NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT LLC 47 Tenant Lease Lessor 1/1/2019 4/30/2025 Robert Fowler, DDS 240 Tamal Vista 280 Corte Madera CA 94925 - 2,072.00 LLC 47 Tenant Lease Lessor 4/1/2019 6/30/2023 William A. Dickman, MD 240 Tamal Vista 180 Corte Madera CA 94925 - 3,000.00 LLC 48 Tenant Lease Lessor 12/1/2020 11/30/2021 Catherine Sullivan 1414 Casa Buena Dr Corte 207 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 12/28/2020 12/31/2021 Galyna Martyshyn 1414 Casa Buena Dr Corte 402 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 8/17/2020 8/31/2021 Kendra Taylor 1414 Casa Buena Dr Corte 302 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 7/31/2020 7/30/2021 Leyi Yang 1414 Casa Buena Dr Corte 105 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 1/1/2021 12/31/2021 Norma Magallon 1414 Casa Buena Dr Corte 101 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 7/1/2020 6/30/2021 Omar Shkeir 1414 Casa Buena Dr Corte 405 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 11/1/2020 10/31/2021 Phillip Hermon 1414 Casa Buena Dr Corte 202 Madera CA 94925 - 500.00 LLC 48 Tenant Lease Lessor 7/2/2020 6/30/2021 Raquel Ximenes Grafer 1414 Casa Buena Dr Corte 404 Madera CA 94925 - 500.00 LLC 49 Tenant Lease Lessor 12/1/2020 11/30/2021 Milagro Cornejo Oscar Gongora 1732 Lincoln Ave 19 San Rafael CA 94901 - 1,225.00 LP I Tenant Lease Lessor 9/1/2020 8/31/2021 -Jamie -Bedell 475 Ignacio Blvd 359 Novato CA 94949 - 2,695.00 LP IV Tenant Lease Lessor 9/10/2020 8/31/2021 -Walter -Van Zandt 551 Alameda Del Prado 211 Novato CA 94949 - 2,275.00 LP IX Tenant Lease Lessor 9/9/2020 8/31/2021 -Alfiya Rezepova 825 Las Gallinas Dr 306 San Rafael CA 94903 - 2,595.00 LP IX Tenant Lease Lessor 11/1/2020 10/31/2021 Angel Minoza 825 Las Gallinas Dr 116 San Rafael CA 94903 - 1,725.00 LP IX Tenant Lease Lessor 6/14/2020 6/30/2021 Carmen Mascaro 825 Las Gallinas Dr 309 San Rafael CA 94903 - 2,595.00 LP IX Tenant Lease Lessor 10/24/2020 10/31/2021 Elizabeth Alfonso 825 Las Gallinas Dr 101 San Rafael CA 94903 - 1,995.00 LP IX Tenant Lease Lessor 8/6/2020 7/31/2021 Juan Ramirez 825 Las Gallinas Dr 303 San Rafael CA 94903 - 2,595.00 LP IX Tenant Lease Lessor 11/25/2020 11/24/2021 -Sherae Edmondson 825 Las Gallinas Dr 302 San Rafael CA 94903 - 2,595.00 LP VII Tenant Lease Lessor 6/22/2020 6/30/2021 - Lee Walling 225 Nova Albion Way 12 San Rafael CA 94903 - 2,125.00 LP VII Tenant Lease Lessor 5/29/2020 5/31/2021 Candace Nicole Langley 225 Nova Albion Way 41 San Rafael CA 94903 - 2,500.00 LP VII Tenant Lease Lessor 9/12/2020 9/30/2021 Edgar Rondon 225 Nova Albion Way 05 San Rafael CA 94903 - 1,700.00 LP VII Tenant Lease Lessor 10/19/2020 10/31/2021 Jennifer Andrei Gramajo Canil 225 Nova Albion Way 25 San Rafael CA 94903 - 2,995.00 LP XII Tenant Lease Lessor 8/21/2020 8/31/2021 -Fernando -Reyes 445 Ignacio Blvd. 347 Novato CA 94949 - 2,695.00 LP XIII Tenant Lease Lessor 12/1/2020 11/30/2021 Alexander / Ariana Bueso / Cruz 1825 Lincoln Ave 206 San Rafael CA 94901 - 1,975.00 LP XIII Tenant Lease Lessor 11/14/2020 11/30/2021 -My Thi Huynh 1825 Lincoln Ave 309 San Rafael CA 94901 - 1,975.00 LP XIII Tenant Lease Lessor 12/1/2020 11/30/2021 -Wilfredo Galarza 1825 Lincoln Ave 222 San Rafael CA 94901 - 2,695.00 LP XIV Tenant Lease Lessor 11/24/2020 11/30/2021 -Andrea Harris 1000 Ignacio Blvd 31 Novato CA 94947 - 2,150.00 LP XIV Tenant Lease Lessor 11/24/2020 11/30/2021 -Ashley Myers 1000 Ignacio Blvd 03 Novato CA 94947 - 2,095.00 LP XIV Tenant Lease Lessor 7/13/2020 7/31/2021 -Dedria Beauchamp 1000 Ignacio Blvd 42 Novato CA 94947 - 2,425.00 LP XIV Tenant Lease Lessor 9/8/2020 8/31/2021 -Derrick Guieb-Lastrella 1000 Ignacio Blvd 23 Novato CA 94947 - 2,095.00 LP XIV Tenant Lease Lessor 6/23/2020 6/30/2021 -Julie Kaufman 1000 Ignacio Blvd 53 Novato CA 94947 - 2,150.00 LP XIV Tenant Lease Lessor 7/31/2020 7/31/2021 Oseas Hernandez 1000 Ignacio Blvd 41 Novato CA 94947 - 2,425.00 LP XIV Tenant Lease Lessor 9/28/2020 9/30/2021 Raul Quinteros 1000 Ignacio Blvd 14 Novato CA 94947 - 2,425.00 LP XIV Tenant Lease Lessor 11/11/2020 11/30/2021 Sonia Ortiz 1000 Ignacio Blvd 49 Novato CA 94947 - 2,250.00 LP XIV Tenant Lease Lessor 7/12/2020 7/31/2021 Youngok/Minjoo Lee 1000 Ignacio Blvd 51 Novato CA 94947 - 2,425.00 LP XV Tenant Lease Lessor 9/11/2020 9/30/2021 Cosette Island 980 Ignacio Blvd Novato CA 94947 16 Novato CA 94947 - 2,100.00 LP XV Tenant Lease Lessor 5/11/2020 5/31/2021 -Demertia Paige 980 Ignacio Blvd 05 Novato CA 94947 - 2,500.00 LP XVII Tenant Lease Lessor 11/1/2020 10/31/2021 Cardonna McClure 216 Marin St 307 San Rafael CA 94901 - 2,095.00 LP XVII Tenant Lease Lessor 11/23/2020 11/30/2021 Jemmy Karina Quintanilla Mancia 216 Marin St 309 San Rafael CA 94901 - 2,395.00 LP XVII Tenant Lease Lessor 8/14/2020 8/31/2021 Maria Del Carmen Diaz-Granados 216 Marin St 312 San Rafael CA 94901 - 2,395.00 LP XVII Tenant Lease Lessor 12/10/2020 11/30/2021 Nicholas Boulanger 216 Marin St 108 San Rafael CA 94901 - 2,100.00 LP XVII Tenant Lease Lessor 12/10/2020 11/30/2021 Randell Jones 216 Marin St 207 San Rafael CA 94901 - 2,050.00 LP XVII Tenant Lease Lessor 11/12/2020 11/30/2021 -Saulo Marchesini Bonagrazia 216 Marin St 302 San Rafael CA 94901 - 2,095.00 LP XVII Tenant Lease Lessor 10/1/2018 11/30/2021 Tiffany Gordon 216 Marin St 208 San Rafael CA 94901 - - LP XVII Tenant Lease Lessor 10/21/2020 10/31/2021 Veronica Hayes 216 Marin St 210 San Rafael CA 94901 - 2,295.00 LP XVIII Tenant Lease Lessor 7/11/2020 7/31/2021 -Angela Chester 380 Alameda Del Prado 400F Novato CA 94949 - 2,395.00 LP XVIII Tenant Lease Lessor 7/1/2020 6/30/2021 -Deirdre MCCarthy 380 Alameda Del Prado 410I Novato CA 94949 - 2,495.00 LP XVIII Tenant Lease Lessor 11/1/2020 10/31/2021 Deisy Reyes 380 Alameda Del Prado 440J Novato CA 94949 - 2,395.00 LP XVIII Tenant Lease Lessor 11/1/2020 10/31/2021 Diana Calderon 380 Alameda Del Prado 380A Novato CA 94949 - 2,495.00 LP XVIII Tenant Lease Lessor 8/15/2020 8/31/2021 Emeldui Lopez 380 Alameda Del Prado 410O Novato CA 94949 - 2,395.00 LP XVIII Tenant Lease Lessor 8/1/2020 7/31/2021 Gustavo Yupit and/or Leticia Sansores 380 Alameda Del Prado 380F Novato CA 94949 - 2,495.00 LP XVIII Tenant Lease Lessor 7/11/2020 7/31/2021 Maribel Rodas 380 Alameda Del Prado 430C Novato CA 94949 - 2,395.00 LP XVIII Tenant Lease Lessor 6/23/2020 6/30/2021 Mayra Maldonado 380 Alameda Del Prado 430G Novato CA 94949 - 2,395.00 PFI 107 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 - - PFI 107 Washing Machine Lease Customer 1/26/2017 1/26/2024 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 350 Lease of Xerox C7030T2 printer Lessee 4/1/2019 4/1/2024 Inland Business Systems 1326 N Market Blvd N/A Sacramento CA 95834 - - PFI 350 Lease of Xerox C8070 printer Lessee 2/18/2020 2/18/2025 Inland Business Systems 1326 N Market Blvd N/A Sacramento CA 95834 - - PFI 350 Subscription for Yardi Software - Application Licensee 7/25/2020 7/25/2021 Yardi Systems, Inc. 430 S Fairview Avenue N/A Santa Barbara CA 93117 Hosting and Software License Agreement - - PFI 355 Washing Machine Lease Customer 10/30/2017 10/30/2024 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 390 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 - - PFI 419 Washing Machine Lease Customer 3/28/2018 3/28/2025 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 515 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 - - PFI 885 Washing Machine Lease Customer 5/27/2015 5/27/2022 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 1129 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 - - PFI 1506 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 - - PFI 7200 Lease of Canon C350if printer Lessee 9/14/2015 9/14/2020 Ray Morgan Company 3131 Esplanade N/A Chico CA 95973 - - PFI 7200 Lease of Canon HP MFP E5865odn printer Lessee 10/22/2019 10/22/2023 Ray Morgan Company 3131 Esplanade N/A Chico CA 95973 - - PFI 16914 Washing Machine Lease Customer 3/12/2018 3/12/2023 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI ilane Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 - - LLC 22 Washing Machine Lease Customer 3/13/2015 12/13/2023 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LLC 30 Panel and Fire Device monitoring Customer - 4/30/2022 Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 33 Washing Machine Lease Customer 9/24/2017 9/24/2024 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LLC 34 Parking Lot Lease #4-MRN101-0016 Lessor 5/1/2018 4/30/2028 Department of Transportation 5670 Wilshire Boulevard N/A Los Angeles CA 90036 17,965.00 -
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 5 of 7 Entered: 05/06/21 21:40:55 Page 34 of 5/6/2021 39 NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT LLC 36 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 959.30 - LLC 37 Maintenance Customer - 5/31/2023 Kone Inc. 567 7th Street N/A San Francisco CA 94103 - - LLC 40 Washing Machine Lease Customer 6/12/2015 6/12/2022 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LLC 41 Washing Machine Lease Customer 10/2/2017 10/2/2022 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LLC 43 Washing Machine Lease Customer 8/16/2016 8/16/2023 CSC Service Works 32910 Alvarado-Niles Rd. N/A Union City CA 94587 - - LLC 44 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 273.19 - LLC 46 Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 1,880.50 - LP XVII Landscaping Services Customer 7/13/2020 7/30/2021 A.C Services PO Box 1222 N/A Novato CA 94948 954.22 - LP XVIII Washing Machine Lease Customer 3/25/2019 3/25/2026 Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 107 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI 350 20 PFI telephone lines Customer N/A Month-to-Month Verizon 1095 Avenue of the Americas N/A New York NY 10036 - - PFI 350 7 PFI telephone lines Customer N/A Month-to-Month Sprint 6100 Sprint Pkwy N/A Overland Park KS 66211 - - PFI 350 IT Services provided by Comcast Business Customer N/A Month-to-Month Comcast PO Box 60533 City of Industry CA 91716 - - PFI 350 Subscription to CoStar - CoStar Information & Licensee N/A Month-to-Month CoStar Realty Information Inc. 1331 L St NW N/A Washington DC 20005 Internet Advertising License Agreement Subscription Form - - PFI 350 Subscription to Loopnet (software license) Licensee N/A Month-to-Month LoopNet, Inc. 101 California Street, 43rd Floor N/A San Francisco CA 94111 - - PFI 350 Subscription to Microsoft Office Licensee N/A Month-to-Month EIS Consulting Group 1445 Manzanita Avenue N/A Santa Rosa CA 95404 - - PFI 355 Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - PFI 355 Pest Control Customer N/A Month-to-Month Bay Counties Pest Control Inc 708 Gravenstein Hwy No #260 N/A Sebastopol CA 95472 - - PFI 419 Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - PFI 419 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI 461 Washing Machine Lease Customer N/A Month-to-Month Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 501 Washing Machine Lease Customer N/A Month-to-Month Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI 515 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI 1129 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI 1315 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI 1506 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI 16914 Pest Control Customer N/A Month-to-Month Bay Counties Pest Control Inc 708 Gravenstein Hwy No #260 N/A Sebastopol CA 95472 - - PFI hamm Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - PFI hamm Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI hamm Washing Machine Lease Customer N/A Month-to-Month Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - PFI ilane Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - PFI merry Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - PFI merry Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 21 Washing Machine Lease Customer N/A Month-to-Month Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LLC 22 Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LLC 22 Pest Control Customer N/A Month-to-Month Bay Counties Pest Control Inc 708 Gravenstein Hwy No #260 N/A Sebastopol CA 95472 - - LLC 23 Building Access system Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 23 Elevator Maintenance - Gold Service Agreement Customer N/A Month-to-Month Thyssen Krupp Elevator Company 14400 Catalina Street N/A San Leandro CA 94577 - - LLC 23 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 23 interior plant maintenance Customer N/A Month-to-Month CalFol dba California Foliage Company PO Box 41618 N/A Sacramento CA 95841 - - LLC 23 Janitorial Services Customer N/A Month-to-Month MCC Building Maintenance 7049 Redwood Blvd. N/A Novato CA 94945 - - LLC 23 Pest Control Services Customer N/A Month-to-Month Crown and Shield Exterminators PO Box 5976 N/A Petaluma CA 94955 - - LLC 23 Roof Maintenance Contract Customer N/A Month-to-Month Warren Construction and Roof Care 3017 Santa Rosa Avenue N/A Santa Rosa CA 95407 - - LLC 24 Building Access system Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 24 Elevator Maintenance - Gold Service Agreement Customer N/A Month-to-Month Thyssen Krupp Elevator Company 14400 Catalina Street N/A San Leandro CA 94577 - - LLC 24 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 24 Protection Services Customer N/A Month-to-Month Orion Protection Group, Inc. 55 Mitchell Blvd. N/A San Rafael CA 94903 - - LLC 24 Roof Care Maintenance Program Customer N/A Month-to-Month Warren Construction and Roof Care 3017 Santa Rosa Avenue N/A Santa Rosa CA 95407 - - LLC 25 Fire panel monitoring and maintenance Customer N/A Month-to-Month Redwood Security Systems, Inc. PO Box 1809 N/A Mill Valley CA 94942 - - LLC 25 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 26 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 27 Building Access system Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 27 Elevator Maintenance - Gold Service Agreement Customer N/A Month-to-Month Kone Inc. 567 7th Street N/A San Francisco CA 94103 - - LLC 27 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 27 Internet Service Customer N/A Month-to-Month WebPerception LLC 1701 Novato Blvd N/A Novato CA 94947 - - LLC 27 Pest Control Services Customer N/A Month-to-Month Crown and Shield Exterminators PO Box 5976 N/A Petaluma CA 94955 - - LLC 29 Fire panel and device monitoring Customer N/A Month-to-Month Andy Dean Electric/Security PO Box 14981 N/A Santa Rosa CA 95402 - - LLC 29 Pest Control Customer N/A Month-to-Month Bay Counties Pest Control Inc 708 Gravenstein Hwy No #260 N/A Sebastopol CA 95472 - - LLC 30 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 30 Janitorial Services - Comet Building Customer N/A Month-to-Month Comet Building Maintenance 21 Commercial Blvd. N/A Novato CA 94949 - - Maintenance Services Agreement LLC 30 Landscaping Customer N/A Month-to-Month Gordon Cato Landscaping 1443 MeadowLark Ln N/A Petaluma CA 94954 - - LLC 32 Building Access system Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 32 Elevator Maintenance - Gold Service Agreement Customer N/A Month-to-Month ThyssenKrupp Elevator Corporation 14400 Catalina Street N/A San Leandro CA 94577 - - LLC 32 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 32 Landscaping Customer N/A Month-to-Month Gordon Cato Landscaping 1443 MeadowLark Ln N/A Petaluma CA 94954 - - LLC 33 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 34 Building Access system Customer N/A Month-to-Month Stanley Security 41734 Christy Street N/A Fremont CA 94538 - - LLC 34 Building Maintenance Customer N/A Month-to-Month Comet Building Maintenance 21 Commercial Blvd. N/A Novato CA 94949 - - LLC 34 Elevator Maintenance - Gold Service Agreement Customer N/A Month-to-Month ThyssenKrupp Elevator Corporation 14400 Catalina Street N/A San Leandro CA 94577 - - LLC 34 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 34 Pest Control Services Customer N/A Month-to-Month Crown and Shield Exterminators PO Box 5976 N/A Petaluma CA 94955 - - LLC 34 Security Patrol Services Customer N/A Month-to-Month Orion Protection Group, Inc. 55 Mitchell Blvd. N/A San Rafael CA 94903 - -
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 6 of 7 Entered: 05/06/21 21:40:55 Page 35 of 5/6/2021 39 NATURE OF THE ENTITY DEBTOR'S EXECUTION EXPIRATION CURE SECURITY TYPE PROPERTY CONTRACT OR LEASE PURPOSE INTEREST DATE DATE COUNTERPARTY NAME ADDRESS UNIT # CITY STATE ZIP AMOUNT DEPOSIT LLC 35 Building Access system & Fire Monitoring Customer N/A Month-to-Month Stanley Security 41734 Christy Street N/A Fremont CA 94538 - - LLC 35 Elevator Maintenance - Gold Service Agreement Customer N/A Month-to-Month ThyssenKrupp Elevator Corporation 14400 Catalina Street N/A San Leandro CA 94577 - - LLC 35 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 27 Pamaron Way N/A Novato CA 94949 - - LLC 35 Landscaping Customer N/A Month-to-Month Gordon Cato Landscaping 1443 MeadowLark Ln N/A Petaluma CA 94954 - - LLC 35 Pest Control Services Customer N/A Month-to-Month Crown and Shield Exterminators PO Box 5976 N/A Petaluma CA 94955 - - LLC 36 Pest Control Customer N/A Month-to-Month Bay Counties Pest Control Inc 708 Gravenstein Hwy No #260 N/A Sebastopol CA 95472 - - LLC 37 HVAC Preventative Maintenance Customer N/A Month-to-Month Matrix HG Inc. 115 Mason Circle N/A Concord CA 94520 - - LLC 37 Janitorial Services Customer N/A Month-to-Month Quionez Cleaning Service 19120 Linden Street N/A Sonoma CA 95476 - - LLC 37 Monitoring and Maintenance (10 Maple) Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 37 Monitoring and Maintenance (635 Broadway) Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 37 Monitoring and Maintenance (645 Broadway) Customer N/A Month-to-Month Bay Alarm 1016 Clegg Court N/A Petaluma CA 94954 - - LLC 40 Landscape Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LLC 40 Pest Control Customer N/A Month-to-Month Sono- Marin 3200 Dutton Ave, Suite 217 N/A Santa Rosa CA 95407 - - LLC 41 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 43 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 44 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 46 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 48 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LLC 49 Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP I Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP IX Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LP IX Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP IX Washing Machine Lease Customer N/A Month-to-Month Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LP XIII Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LP XIII Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP XIV Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LP XIV Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP XV Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LP XV Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP XVII Pest Control Customer N/A Month-to-Month Orkin Pest Control P.O. BOX 7161 N/A Pasadena CA 91109 - - LP XVII Washing Machine Lease Customer N/A Month-to-Month Wash Multi-Family Laundry Systems 100 N. Sepulveda Blvd 12th Floor N/A El Segundo CA 90245 - - LP XVIII Landscaping Services Customer N/A Month-to-Month J.G. Becerra 1827 A Wisteria Circle N/A Petaluma CA 94954 - - LP XVIII Pest Control Customer N/A Month-to-Month Sono- Marin 3200 Dutton Ave, Suite 217 N/A Santa Rosa CA 95407 - -
Case: 20-30604 Doc# 612 Filed: 05/06/21Page 7 of 7 Entered: 05/06/21 21:40:55 Page 36 of 5/6/2021 39 EXHIBIT D
Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 37 of 39
POTENTIAL TARGETS
Based upon the limited investigation conducted by the Debtors to date, the following persons may be subject to claims to be filed after confirmation of the Joint Plan of Reorganization (“Plan”). The Debtors currently may be unaware of potential claims against other defendants. The investigation is continuing and will be continued by the Plan Trustee. Capitalized terms used herein have the meanings given to them in the Plan. All rights are reserved.
1. All employees, officers and directors of the Debtors and their affiliates and their family members, including, without limitation, Lewis Wallach, Leslie Wallach, Charlene Albanese, Michael Casey, Manuel Romero, Jared Romero.
2. All attorneys and accountants that provided services to the Debtors, including, without limitation, Terry Carlson Law and Terry Carlson.
3. All real estate brokers that facilitated the purchase or sale of real properties by the Debtors or their affiliates.
4. All persons who received commissions from the Debtors, in cash or credit, in exchange for soliciting investments.
5. All investors who received more than 100% of their aggregate investment amount (i.e., claw backs).
6. All persons that received contributions from Casey, Wallach, PFI or any of their affiliates, including, without limitation, charitable contributions and political contributions.
7. All parties that received fraudulent transfers within the meaning of Sections §§ 544 and 548 of the Bankruptcy Code, and all parties for whose benefit such transfers were made within the meaning of Section §550 of the Bankruptcy Code.
8. All financial institutions that maintained deposit accounts for, or made loans to, the Debtors or their affiliates, including, without limitation, Umpqua Bank, Avid Bank, Poppy Bank, Tri Counties Bank, Five Star Bank, Banner Bank, First Foundation Bank, JPMorgan Chase Bank, Pacific Western Bank, Tri-Valley Bank, HomeStreet Bank, Heritage Bank of Commerce. Fremont Bank, Orix Real Estate Capital, and PNC Real Estate, Credit Suisse, and all title insurers and underwritten title companies that were involved in the closing or insurance for such lender interests.
9. All title companies that were involved in the recordation and reconveyance of DOT Noteholder liens.
10. All contractors and suppliers used by the Debtors and their affiliates, including, without limitation, Avila Construction.
11. All financial advisors that recommended investing in the Debtors and their affiliates, including, without limitation, Wealth Plus.
SMRH:4818-7330-7874.2 -1- 73ZL-319169 Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 38 of 39
12. All self-directed IRA custodians that facilitated investments in the Debtors and their affiliates.
13. Shady Brook Real Estate Investors, The Dennis M. and Judith A. Burns Trust Dated April 1, 1996, and McClintock Properties, LP.
14. All mortgage brokers that facilitated any financing associated with the real properties of the Debtors or their affiliates.
SMRH:4818-7330-7874.2 -2- 73ZL-319169 Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 39 of 39