case 2:18-bk-16010-bb doc 128 filed 05/15/19 entered 05/15 ......los angeles division hedieh lee,...

This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2012 F 6004-2.NOTICE.SALE

Sale Date: Time:

Location:

Type of Sale: Public Private Last date to file objections:

Description of property to be sold: ___________________________________________________________________

Terms and conditions of sale: _______________________________________________________________________

Proposed sale price: _________________________________

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Individual appearing without attorneyAttorney for:

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - DIVISION

CASE NO.:

CHAPTER:

In re:

NOTICE OF SALE OF ESTATE PROPERTY

Debtor(s).

Lynda T. Bui - Bar No. 201002 Brandon J. Iskander - Bar No. 300916 SHULMAN HODGES & BASTIAN LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected] [email protected]

John J. Menchaca, Chapter 7 Trustee

LOS ANGELES DIVISION

HEDIEH LEE,

2:18-bk-16010-BB

7

6/5/2019 10:00 am

Courtroom 1539, U.S. Bankruptcy Court, 255 E. Temple Street, Los Angeles, CA 90012

5/22/2019

Real property located at 1151 9th Street, Manhattan Beach, CA 90266

See attached Statement of Information in Compliance with LBR 6004-1(c)(3).

$1,885,000.00, subject to overbids

Case 2:18-bk-16010-BB Doc 128 Filed 05/15/19 Entered 05/15/19 15:54:45 Desc Main Document Page 1 of 151


December 2012 F 6004-2.NOTICE.SALE

Overbid procedure (if any): _________________________________________________________________________

If property is to be sold free and clear of liens or other interests, list date, time and location of hearing:

Contact person for potential bidders (include name, address, telephone, fax and/or email address):

Date:

Initial overbid of $1,895,000.00, minimum bid increments thereafter shall be $5,000.00.Overbids must be in wrting and received by the Trustee and her counsel on or before 5/31/2019 at 5:00 p.m.

Certified funds in an amount equal to 3% of the overbid purchase price must be delivered. (See attached).

6/5/2019 at 10:00 a.m. California time

United States Bankruptcy CourtCourtroom 1539

255 E. Temple StreetLos Angeles, CA 90012

Lynda T. Bui, Esq.

Shulman Hodges & Bastian LLP100 Spectrum Center Drive Suite 600

Irvine, CA 92618Telephone: (949) 340-3400Facsimile: (949) 340-3000

Email: [email protected]

05/15/2019



December 2012 Page 1 F 9013-1.1. NOTICE

1. TO (specify name): _____________________________________________________________________________

2. NOTICE IS HEREBY GIVEN that on the following date and time and in the indicated courtroom, Movant in the above- captioned matter will move this court for an Order granting the relief sought as set forth in the Motion andaccompanying supporting documents served and filed herewith. Said Motion is based upon the grounds set forth inthe attached Motion and accompanying documents.

3. Your rights may be affected. You should read these papers carefully and discuss them with your attorney, if youhave one. (If you do not have an attorney, you may wish to consult one.)

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Individual appearing without attorneyAttorney for:

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - DIVISION

CASE NO.:

CHAPTER:

In re:

NOTICE OF MOTION FOR:

(Specify name of Motion)

DATE: TIME: COURTROOM: PLACE:

Debtor(s).

Lynda T. Bui - Bar No. 201002 Brandon J. Iskander - Bar No. 300916 SHULMAN HODGES & BASTIAN LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected] [email protected]

John J. Menchaca, Chapter 7 Trustee


2:18-bk-16010-BB

HEDIEH LEE,

7

Chapter 7 Trustee's Motion for Order: (1) Approving the Sale of Real Property of the Estate Free and Clear of Certain Liens Pursuant to Bankruptcy Code §§ 363(b)(1) and 363(f), Subject to Overbids, Combined With Notice of Bidding Procedures, et al.

06/05/201910:00 am

Courtroom 1539U.S. Bankruptcy Court255 E. Temple StreetLos Angeles, CA 90012

Debtor, Debtor's counsel, United States Trustee, all creditors and other parties in interest

Case 2:18-bk-16010-BB Doc 128 Filed 05/15/19 Entered 05/15/19 15:54:45 Desc Main Document of 151


December 2012 Page 2

4. Deadline for Opposition Papers: This Motion is being heard on regular notice pursuant to LBR 9013-1. If you wishto oppose this Motion, you must file a written response with the court and serve a copy of it upon the Movant orMovant’s attorney at the address set forth above no less than fourteen (14) days prior to the above hearing date. Ifyou fail to file a written response to this Motion within such time period, the court may treat such failure as a waiver ofyour right to oppose the Motion and may grant the requested relief.

5. Hearing Date Obtained Pursuant to Judge’s Self-Calendaring Procedure: The undersigned hereby verifies thatthe above hearing date and time were available for this type of Motion according to the judge’s self-calendaringprocedures.

Date:Printed name of law firm

Signature

Printed name of attorney

05/15/2019 SHULMAN HODGES & BASTIAN LLP

/s/ Lynda T. Bui

Lynda T. Bui


Statement of Information in Compliance with LBR 6004-1(c)(3)

LBR 6004-1(c)(3) Requirement Information LBR 6004-1(c)(3)(A) Date, Time, and Place of hearing on the proposed sale:

Hearing Date and Time: June 5, 2019 at 10:00 a.m. Hearing Place: U.S. Bankruptcy Court, Courtroom 1539 255 E. Temple Street, Los Angeles, CA 90012

LBR 6004-1(c)(3)(B) Name and address of the proposed buyer:

Daniel Cruz and Harmoni Cruz, 8335 Holy Cross Place, Los Angeles, CA 90045

LBR 6004-1(c)(3)(C) Description of the property to be sold:

Real property located at: 1151 9th Street, Manhattan Beach, CA 90266 (“Property”)

LBR 6004-1(c)(3)(D) Terms and conditions of the proposed sale, including the price and all contingencies:

The Buyer has offered $1,885,000.00, subject to overbid. The Buyer is paying all cash and is purchasing the Property “AS IS” without warranties of any kind, expressed or implied, being given by the Trustee, concerning the condition of the Property or the quality of the title thereto, or any other matters relating to the Property.

LBR 6004-1(c)(3)(E) Whether the proposed sale is free and clear of liens, claims or interests, or subject to them, and a description of all such liens, claims or interests:

Attached as Exhibit “2” to the Declaration of John J. Menchaca annexed to the attached Sale Motion1 is a true and copy of a Preliminary Title Report on the Property as of April 22, 2019 and a Supplemental Report dated April 24, 2019 which details the liens encumbering the Property. The sale of the Property shall be free and clear of liens pursuant to Bankruptcy Code §§ 363(b)(1) and 363(f), with any liens and interests against the Property that are not released, paid in full, or otherwise resolved through escrow, to attach to the sale proceeds with the same force, effect, validity, and priority as such liens or interests had with respect to the Property prior to the sale, pending agreement with the lienholder or further Court order. The outstanding liens of WHMC and Sheet Metal will be paid through escrow on the sale transaction in an amount as agreed to by the lienholders. Thus, these two liens will be released, discharged and terminated at the close of escrow and the liens will not attach to the sale proceeds. The lien of Martini & Associates, the LA Arena Abstract, the liens of the IRS, the lien of the EDD, the AMG Abstract, the SMWITI Abstract and the interest of Vivint are each the subject of a bona fide dispute. As such, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of these liens with the unresolved disputed liens, if any, to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the respective lienholder or further Court order.

1 Attached here is the Chapter 7 Trustee’s Motion for Order: (1) Approving the Sale of Real Property of the Estate Free and Clear of Liens Pursuant to Bankruptcy Code §§ 363(b)(1) and (f), Subject to Overbids, Combined With Notice of Bidding Procedures and Request for Approval of the Bidding Procedures Utilized; (2) Approving Payment of Real Estate Commission; (3) Approving Turnover of Real Property of the Estate; and (4) Granting Related Relief; Memorandum of Points and Authorities; and Declaration of John J. Menchaca in Support (“Sale Motion”). All capitalized terms used here are the same as those defined in the Sale Motion.


LBR 6004-1(c)(3) Requirement Information LBR 6004-1(c)(3)(F) Whether the proposed sale is subject to higher and better bids:

The sale of the Property is subject to the Bidding Procedures set forth in the Sale Motion at pages 13 and 14.

LBR 6004-1(c)(3)(G) Consideration to be received by the Estate, including estimated commissions, fees and other costs of sale:

Purchase price of $1,885,000.00 or an amount as increased by successful overbid. All costs of sale, including escrow fees and real estate commissions will be paid at closing and are estimated to total approximately $113,100.00 (real estate commission plus 2% of the purchase price). The Estate and the Buyer will each pay their own escrow fees as is customary in the County where the Property is located. Through the sale, after payment of the costs of sale and non-disputed liens, the Trustee estimates to generate net proceeds of approximately $207,000.00.

LBR 6004-1(c)(3)(H) If authorization if sought to pay commission, the identity of the auctioneer, broker, or sales agent and the amount or percentage of the proposed commission to be paid:

On January 28, 2019, the Trustee filed an application to employ Jan Neiman of Neiman Realty (docket number 80), as his real estate broker (“Broker”) for the Property, which was approved by Court order entered on February 20, 2019 (docket number 94). The Broker listing agreement provides for a real estate commission to be paid of four percent (4%) of the sale price to be split between the Trustee’s Broker and the Selling Broker. (The Buyer’s Broker is Douglas Elliman of California, Inc.).

LBR 6004-1(c)(3)(I) A description of the estimated or possible tax consequences to the Estate, if known, and how any tax liability generated by the sale of the property will be paid:

The Trustee believes there will be no tax liability from the sale because he is informed by the Debtor that the Property was the Debtor’s primary residence and she has resided there two of the last five years. Based on this, the Estate may be entitled to a capital gains exclusion of up to $500,000.00 on the sale.

LBR 6004-1(c)(3)(J) Date which objection must be filed and served:

Objections, if any, must be filed and served 14 days prior to the Hearing Date (or by May 22, 2019).


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SHULMAN HODGES & BASTIAN LLP

100 Spectrum Center Drive Suite 600

Irvine, CA 92618

Lynda T. Bui - Bar No. 201002 Brandon J. Iskander - Bar No. 300916 SHULMAN HODGES & BASTIAN LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected];

[email protected] Attorneys for John J. Menchaca, Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA, LOS ANGELES DIVISION

In re HEDIEH LEE, Debtor.

Case No. 2:18-bk-16010-BB Chapter 7 CHAPTER 7 TRUSTEE’S MOTION FOR ORDER:

(1) APPROVING THE SALE OF REAL PROPERTY

OF THE ESTATE FREE AND CLEAR OF CERTAIN LIENS PURSUANT TO BANKRUPTCY CODE §§ 363(b)(1) AND (f), SUBJECT TO OVERBIDS, COMBINED WITH NOTICE OF BIDDING PROCEDURES AND REQUEST FOR APPROVAL OF THE BIDDING PROCEDURES UTILIZED;

(2) APPROVING PAYMENT OF REAL ESTATE

COMMISSION; (3) APPROVING TURNOVER OF REAL

PROPERTY OF THE ESTATE; AND (4) GRANTING RELATED RELIEF;

MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF JOHN J. MENCHACA IN SUPPORT Real property located at: 1151 9th Street, Manhattan Beach, CA 90266 Hearing Date: Date: June 5, 2019 Time: 10:00 a.m. Place: Courtroom 1539 United States Bankruptcy Court

255 E. Temple Street Los Angeles, CA 90012


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TABLE OF CONTENTS

Page

I. SUMMARY OF ARGUMENT ........................................................................................... 5

II. BACKGROUND .................................................................................................................. 5

A. The Bankruptcy Case ............................................................................................... 5

B. The Property ............................................................................................................. 6

C. Sale of the Property .................................................................................................. 7

D. Treatment of Liens and Encumbrances Through the Sale ....................................... 8

E. Approval of the Bidding Procedures ...................................................................... 13

F. Costs of the Sale ..................................................................................................... 14

G. Tax Consequences .................................................................................................. 15

III. ARGUMENT ..................................................................................................................... 15

A. The Property is Property of the Debtor’s Bankruptcy Estate ................................. 15

B. There is a Good Business Reason for the Sale and the Sale is in the Best Interest of the Estate .............................................................................................. 16

C. The Proposed Sale Should be Allowed Free and Clear of Liens ........................... 17

1. Section 363(f)(2) (Consent) ...................................................................... 18

2. Section 363(f)(3) (Price Greater than Value) ............................................ 18

3. Section 363(f)(4) – Bona Fide Dispute. .................................................... 18

D. Request for Payment of Real Estate Commission to Broker ................................. 19

E. The Court Has the Authority to Approve the Bidding Procedures ........................ 19

F. The Court Has the Authority to Waive the Fourteen-Day Stay of Sale ................. 20

G. The Court Should Order Turn Over of the Property .............................................. 20

IV. CONCLUSION .................................................................................................................. 21

DECLARATION OF JOHN J. MENCHACA ............................................................................... 23


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TABLE OF AUTHORITIES Page

Cases

Askanase v. LivingWell, Inc., 45 F.3d 103, 106 (5th Cir. 1995) ..................................................................................................... 16

Cutter v. Seror (In re Cutter), 398 B.R. 6, 19 (9th Cir. B.A.P. 2008) ............................................................................................. 16

In re Atwood, 124 B.R. 402 (Bankr. S.D. Ga. 1991) ............................................................................................. 18

In re Lionel Corp., 722 F.2d 1063, 1069 (2d Cir. 1983) ................................................................................................ 16

In re Milford Group, Inc., 150 B.R. 904 (Bankr. M.D. Pa. 1992) ............................................................................................. 18

In re Sherry & O'Leary, Inc., 148 B.R. 248, 256 (Bankr. W.D. Pa. 1992) .................................................................................... 20

In re Weiss-Wolf, Inc., 60 B.R. 969, 975 (Bankr. S.D.N.Y. 1986) ...................................................................................... 20

In re Wilde Horse Enterprises, Inc., 136 B.R. 830, 841 (Bankr. C.D. Cal. 1991) .................................................................................... 16

In re Yonikus, 996 F.2d 866 (7th Cir. 1993) ........................................................................................................... 15

United States v. Rauer, 963 F.2d 1332 (10th Cir. 1992) ....................................................................................................... 15

Statutes

11 U.S.C § 328 ................................................................................................................................ 19

11 U.S.C § 363(b) ........................................................................................................................... 16

11 U.S.C. § 105(a) ..................................................................................................................... 19, 20

11 U.S.C. § 327 ............................................................................................................................... 19

11 U.S.C. § 328(a) ........................................................................................................................... 19

11 U.S.C. § 363(b)(1) ................................................................................................................ 19, 20

11 U.S.C. § 363(f)(2) ................................................................................................................ 17, 18

11 U.S.C. § 541 ............................................................................................................................... 15

11 U.S.C. § 541(a) ........................................................................................................................... 15


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11 U.S.C. § 541(a)(1) ...................................................................................................................... 15

11 U.S.C. § 541(a)(2) ...................................................................................................................... 16

11 U.S.C. § 542(a) ........................................................................................................................... 20

11 U.S.C. § 704 ............................................................................................................................... 16

U.S.C. § 363(f)(3) ........................................................................................................................... 18

Rules

Federal Rule of Bankruptcy Procedure 6004(h) ............................................................................. 20

Local Bankruptcy Rule 6004-1(c)(2)(C) ......................................................................................... 15


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TO THE HONORABLE SHERI BLUEBOND, UNITED STATES BANKRUPTCY JUDGE,

THE OFFICE OF THE UNITED STATES TRUSTEE, AND OTHER PARTIES-IN-

INTEREST:

John J. Menchaca (“Trustee”), solely in his capacity as the Chapter 7 trustee for the

bankruptcy estate (“Estate”) of Hedieh Lee (“Debtor”), brings this Motion for Order: (1) Approving

the Sale of Real Property of the Estate Free and Clear of Certain Liens Pursuant to Bankruptcy

Code §§ 363(b)(1) and (f), Subject to Overbids, Combined With Notice of Bidding Procedures and

Request for Approval of the Bidding Procedures Utilized; (2) Approving Payment of Real Estate

Commission; (3) Approving Turnover of Real Property of the Estate; and (4) Granting Related

Relief (“Sale Motion”), and respectfully represents as follows:

I. SUMMARY OF ARGUMENT

The Trustee has received an offer from Daniel Cruz and Harmoni Cruz, or their assignee1

(collectively “Buyer”) to purchase the real property located at 1151 9th Street, Manhattan Beach,

California 90266 (“Property”) for $1,885,000.00, subject to overbids. Through the sale, the Trustee

expects to generate net proceeds of approximately $207,000.00. In the event the purchase price is

increased by a successful overbid, the estimated net proceeds will increase. If the sale is approved,

the Estate will receive additional funds to distribute to unsecured creditors. Accordingly, the Trustee

believes that good cause exists to grant the Sale Motion so the Trustee does not lose this favorable

business opportunity.

II. BACKGROUND

A. The Bankruptcy Case

The Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code on May 24,

2018 (“Petition Date”). The case was converted to one under Chapter 7 of the Bankruptcy Code on

November 6, 2018.

The last day to timely file proof of claims in this case was April 15, 2019. Governmental

claims were due by November 20, 2018. The Court’s Claims Register indicates that thirteen claims

1 Any assignee is subject to approval by the Trustee.


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have been filed totaling $4,330,230.41, consisting of secured claims totaling $1,808,862.74, priority

unsecured claims totaling $956,995.95, and general unsecured claims totaling $1,564,371.72.

B. The Property

The Debtor lists her ownership of the Property on her Schedule A/B and values the Property

at $2,172,921.00. On her Schedule D, the Debtor lists encumbrances totaling $1,326,136.56. The

Debtor did not claim any exemption in the Property.2 Attached as Exhibit “1” to the Declaration

of John J. Menchaca (“Menchaca Declaration”) are true and correct copies of the Debtor’s Schedules

A/B and D.

The Debtor is currently occupying the Property and is not making any mortgage payments,

property tax payments, or other debt service payments for the Property.

A Notice of Trustee’s Sale was recorded against the Property on April 27, 2018 and a

trustee’s sale was scheduled for May 25, 2018. The sale was stayed as a result of the Debtor’s

bankruptcy filing.

On December 7, 2018, Woodland Hills Mortgage Corporation (“WHMC”) filed a Motion

for Relief from the Automatic Stay (“WHMC Stay Motion”), asserting that its interest in the

Property was not adequately protected. On December 21, 2018, the Trustee filed his Opposition to

the WHMC Stay Motion, asserting that the WHMC Stay Motion should be denied because having

been just appointed, the Trustee needed time to investigate the assets of the Estate, including the

Property. Moreover, based on WHMC’s own admission that there was a sufficient equity cushion

(at least 35%) and sufficient equity ($763,964.48) to adequately protect its interest in the Property,

the WHMC Stay Motion should also be denied. At a hearing held on January 8, 2019, the Court

denied the WHMC Stay Motion and entered its Order on January 8, 2019 (docket number 74).

On December 28, 2018, Martini & Associates filed an Amended Motion for Relief from the

Automatic Stay (“Martini Stay Motion”), asserting that its interest in the Property was not

adequately protected. On January 14, 2019, the Trustee filed his Opposition to the Martini Stay

2 Pursuant to the Stipulation for Occupancy and Marketing of Real Property (docket number 100) entered into between the Trustee and the Debtor and approved pursuant to Court Order entered March 26, 2019 (docket number 110), the Debtor waived any right that she has to amend her exemption claimed in the Property and/or to convert the case to a Chapter 13 or Chapter 11 proceeding.


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Motion, asserting that the Martini Stay Motion was almost entirely a duplication of the WHMC Stay

Motion which was previously denied by the Court for lack of proper service, lack of good cause

shown, and because there was a sizeable equity cushion. At a hearing held on January 29, 2019, the

Court denied the Martini Stay Motion and entered its Order on January 29, 2019 (docket number

83).

Attached as Exhibit “2” to the Menchaca Declaration is a true and correct copy of a

Preliminary Title Report on the Property dated April 22, 2019 (“Title Report”) and a Supplemental

Report dated April 24, 2019 which details how title is vested for the Property and the liens

encumbering the Property.

The Title Report shows that the Property is subject to a “Notice of Independent Solar Energy

Producer Contract” between Vivint Solar Developer, LLC (“Vivint”) and the Debtor and recorded

on April 15, 205 as instrument number 15-416286 in connection with solar panels affixed to the

Property (the “Solar Panel Contract”). Pursuant to Bankruptcy Code Section 365(d), the Solar Panel

Contract was deemed rejected as of January 7, 2019. Since March 2019, the Trustee’s counsel has

been attempting to contact Vivint regarding the removal of the solar panels as they have been

impacting the Trustee’s efforts to sell the Property. Attached as Exhibit “3” to the Menchaca

Declaration is a true and correct copy of correspondence from the Trustee’s counsel addressed to

Vivint dated May 7, 2019.

The Title Report shows that title for the Property is vested in the Debtor and her non-filing

spouse, James Lee, as the co-trustees of “The HJCV Family Trust, U/A dated July 22, 2016”

(“Trust”) The Trustee is advised that the Trust is a revocable family trust and the Debtor is the co-

trustee of the Trust. Attached as Exhibit “4” to the Menchaca Declaration is a true and correct copy

of the Certification of Trust that has been provided to the Trustee by the Debtor.

C. Sale of the Property

On January 28, 2019, the Trustee filed an application to employ Jan Neiman of Neiman

Realty (docket number 80), as his real estate broker (“Broker”) for the Property, which was approved

by Court order entered on February 20, 2019 (docket number 94). The Broker listing agreement

provides for a real estate commission to be paid of four percent (4%) of the sale price.


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The Estate does not have the funds to obtain a formal written appraisal for the estimated

value of the Property. The Broker has more than twenty-five years of experience in the sale of real

property as well as property valuations and is familiar with valuing real property in today’s

economic environment. The Broker viewed the Property and believed that it had a fair market value

that supported it be listed for sale at $2,095,000.00. The listing price was determined on comparable

sales of similar properties in the area at the time of the filing of the employment application.

After over three months on the Multiple Listing Service, the Broker received approximately

nine offers ranging from $1,800,000.00 to $2,001,500.00. Several of the offers were cancelled after

inspections were conducted. The Buyer’s offer is the result of negotiations between the Trustee and

the Buyer for the highest and best offer. The Trustee believes that the proposed sale, subject to

overbids, will be at fair market value. Given that the sale is subject to overbids, it is anticipated that

the Trustee will receive the best and highest value for the Property and so the proposed sale price is

fair and reasonable.

The Buyer has offered to purchase the Property for $1,885,000.00, subject to the Bidding

Procedures set forth below. The sale of the Property will be on an “as-is” condition, with no

expressed or implied warranties, pursuant to the terms and conditions as set forth in the Agreement,

subject to the Bidding Procedures set forth below. Attached as Exhibit “5” to the Menchaca

Declaration is a true and correct copy of the Residential Purchase Agreement and Joint Escrow

Instructions, all counter offers and related addenda (collectively the “Agreement”). The offer is the

best offer that the Estate has received for the Property.

D. Treatment of Liens and Encumbrances Through the Sale

All costs of sale, including escrow fees and real estate commissions will be paid at closing.

In addition, the following chart sets forth the liens and encumbrances against the Property as detailed

in the Title Report and the proposed treatment of such liens and encumbrances through the sale:

///

///

///


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Creditor Description Secured Claim

(Estimated)

Treatment of the Lien Through the Sale

Los Angeles County Tax Collector

Real property taxes (current and past due) Claim 2-2 filed by this creditor on September 24, 2018 asserts a secured claim of $50,332.27 for defaulted taxes for 2017 and current taxes for 2018/2019 for the Property as well as additional property owned by the Debtor.

Payment in full of defaulted taxes and pro-rata payment on current tax bill.

All outstanding real property taxes will be paid through escrow.

Vivint Notice of Independent Solar Energy Producer Contract between Vivint and the Debtor recorded April 15, 205 as instrument number 15-416286

$0.00 This interest is subject to a bona fide dispute. Pursuant to Bankruptcy Code Section 365(d), the Solar Panel Contract was deemed rejected as of January 7, 2019. As of the date of the filing of this Motion, Vivint has not removed the solar panels from the Property. As it is subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of this interest with such disputed interest to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.

WHMC Deed of Trust recorded February 11, 2016 as Instrument No. 16-155482 Claim No. 5-1 filed by this creditor on July 12, 2018 asserts as secured claim of $1,363,838.26.

$1,471,003.95 [interest calculated through 6/30/19]

This lien will be paid and will be released at the close of escrow. This lien will not attach to the sale proceeds.


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(Estimated)


Martini & Associates Deed of Trust recorded February 3, 2017 as Instrument No. 17-145093

$65,240.23 [based on 2/21/19 demand; interest calculated through 6/30/19]

This lien is subject to a bona fide dispute. The Trustee disputes the calculation of the amount due. As it is subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of this lien with such disputed lien to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.

Board of Trustees of the Sheet Metal Workers’ Pension Plan of Southern California, Arizona and Nevada, et al (“Sheet Metal”)

Abstract of Judgment recorded March 7, 2017 as Instrument No. 17-0262009

$259,303.11 (principal)

Sheet Metal has agreed to accept $55,000.00 in exchange for a release of its liens recorded against the Property. Thus, $55,000.00 will be paid to Sheet Metal at the close of escrow. This lien will not attach to the sale proceeds.

Sheet Metal Abstract of Judgment recorded December 5, 2017 as Instrument No. 17-1405571

$386,114.57 (principal)

See comments above.

L.A. Arena Funding, LLC (“LA Arena”)

Abstract of Judgment recorded March 7, 2018 as Instrument No. 18-0221687 (the “LA Arena Abstract”). A true and correct copy of the LA Arena Abstract is attached as Exhibit “6” to the Menchaca Declaration.

$75,643.92 The LA Arena Abstract is subject to a bona fide dispute. The LA Arena Abstract was recorded during the pendency of the bankruptcy case of the Debtor’s spouse, James Lee,3 and so the Trustee asserts that it was in violation of the automatic stay. As it is subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of the LA Arena Abstract with such disputed lien to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement

3 On January 22, 2018, James Lee filed a voluntary Chapter 11 petition, thus commencing case number 2:18-bk-10697-BB. The case was dismissed on April 5, 2018.


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with the lienholder or further Court order.

Internal Revenue Service (“IRS”)

Federal Tax Lien recorded June 29, 2018 as Instrument No. 18-0654324. A true and correct copy of the Federal Tax Liens recorded by the IRS are attached as Exhibit “7” to the Menchaca Declaration. Claim No. 6 filed by this creditor on April 8, 2019 asserts a claim of $556,975.99 consisting of an unsecured priority claim of $474,162.16 and a general unsecured claim of $82,813.83. A true and correct copy of the Proof of Claim filed by the IRS is attached as Exhibit “8” to the Menchaca Declaration.

$17,505.31 This lien is subject to a bona fide dispute. The lien was recorded after the Petition Date and so the Trustee asserts that it was in violation of the automatic stay. Moreover, as evidenced by the Proof of Claim filed by the IRS on April 8, 2019, the IRS is only asserting an unsecured priority and general unsecured claim against the Estate. As it is subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of this lien with such disputed lien to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.

IRS Federal Tax Lien recorded June 29, 2018 as Instrument No. 18-0654325

$54,048.07 See comments above.

State of California – Employment Development Department (“EDD”)4

State Tax Lien recorded November 9, 2018 as Instrument No. 2018-1136514. A true and correct copy of the State Tax Lien recorded by the EDD is attached as Exhibit “9” to the Menchaca Declaration. Claim No. 11 filed by the EDD creditor on

$351,954.86 This lien is subject to a bona fide dispute. The lien was recorded after the Petition Date and so the Trustee asserts that it was in violation of the automatic stay. Moreover, as evidenced by the Proof of Claim filed by the EDD on March 21, 2019, the EDD is only asserting an unsecured priority and general unsecured claim against the Estate. As it is subject to a bona fide dispute, pursuant to Bankruptcy

4 This lien was not included on the Title Report but was found by the Title Company after a public record search.


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(Estimated)


March 21, 2019 asserts a claim of $381,259.88 consisting of an unsecured priority claim of $241,192.94 and a general unsecured claim of $140,066.94. A true and correct copy of the Proof of Claim filed by the EDD is attached as Exhibit “10” to the Menchaca Declaration

Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of this lien with such disputed lien to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.

AMG & Associates, Inc. (“AMG”)

Abstract of Judgment recorded August 27, 2018 as Instrument No. 18-0864822 (“AMG Abstract”). A true and correct copy of the AMG Abstract is attached as Exhibit “11” to the Menchaca Declaration.

$139,945.68 The AMG Abstract is subject to a bona fide dispute. The AMG Abstract was recorded after the Petition Date and so the Trustee asserts that it was in violation of the automatic stay. As it is subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of the AMG Abstract with such disputed lien to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.

Sheet Metal Workers’ Int’l Training Inst., et al (“SMWITI”)

Abstract of Judgment recorded February 4, 2019 as Instrument No. 19-103282 (“SMWITI Abstract”). A true and correct copy of the SMWITI Abstract is attached as Exhibit “12” to the Menchaca Declaration.

$64,870.06 The SMWITI Abstract is subject to a bona fide dispute. The SMWITI Abstract was recorded after the Petition Date and so the Trustee asserts that it was in violation of the automatic stay. The Trustee’s counsel has been in contact with counsel for this lienholder who has agreed to release this lien against the Property. As it is subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of the SMWITI Abstract with such disputed lien to attach to the proceeds of the sale in


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(Estimated)


the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.

E. Approval of the Bidding Procedures

The Trustee has determined that it would benefit the Estate to permit all interested parties to

receive information and bid for the Property instead of selling the Property to the Buyer on an

exclusive basis. Accordingly, in order to obtain the highest and best offer for the benefit of the

creditors of this Estate, the Trustee is utilizing and also seeks Court approval of the following

bidding procedures (“Bidding Procedures”):

1. Potential bidders must bid an initial amount of at least $10,000 over the Purchase Price, or $1,895,000.00. Minimum bid increments thereafter shall be $5,000. The Trustee shall have sole discretion in determining which overbid, based on various factors, is the best for the Estate and will seek approval from the Court of the same.

2. Bids must be in writing and be received by the Trustee on or before 5:00 p.m. (California time) on May 31, 2019 (three business days prior to the hearing on this Sale Motion).

3. Bids must be accompanied by certified funds in an amount equal to three percent (3%) of the overbid purchase price.

4. The bidder must also provide evidence of having sufficient specifically committed funds to complete the transaction or a lending commitment for the bid amount and such other documentation relevant to the bidder’s ability to qualify as the purchaser of Property and ability to close the sale and immediately and unconditionally pay the winning bid purchase price at closing.

5. The bidder must seek to acquire the Property on terms and conditions not less favorable to the Estate than the terms and conditions to which the Buyer has agreed to purchase the Property as set forth in the Agreement with the Buyer including no contingencies and closing on the sale in the same time parameters as the Buyer.

6. All competing bids must acknowledge that the Property is being sold on an “AS IS” basis without warranties of any kind, expressed or implied, being given by the Seller, concerning the condition of the Property or the quality of the title thereto, or any other matters relating to the Property. The competing bid buyer must represent and warrant that he/she is purchasing the Property as a result of their own investigations and are not buying the Property pursuant to any representation made by any broker, agent, accountant, attorney or employee acting at the direction, or on the behalf of the Seller. The competing bidder must acknowledge that he/she has inspected the Property, and upon closing of Escrow governed by the Agreement, the Buyer forever waives, for himself/herself, their heirs, successors and assigns, all claims against the Debtor, her attorneys, agents and employees, the Debtor’s Estate, John J. Menchaca as Trustee and individually, and the accounting firm of which he is associated, and his attorneys, Shulman Hodges & Bastian LLP, his agents and employees, arising or which might otherwise arise in the future concerning the Property.


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7. If overbids are received, the final bidding round shall be held at the hearing on the Sale Motion (June 5, 2019 at 10:00 a.m., California Time, at the U.S. Bankruptcy Court, Courtroom 1539, 255 East Temple Street, Los Angeles, California 90012), or if rescheduled, upon telephonic notice to the Buyer and the parties having submitted overbids in order to allow all potential bidders the opportunity to overbid and purchase the Property. At the final bidding round, the Trustee in the exercise of his business judgment and subject to Court approval, accept the bidder who has made the highest and best offer to purchase the Property, consistent with the Bidding Procedures (“Successful Bidder”).

8. At the hearing on the Sale Motion, the Trustee will seek entry of an order, inter alia, authorizing and approving the sale of the Property to the Successful Bidder. The hearing on the Sale Motion may be adjourned or rescheduled without notice other than by an announcement of the adjourned date at the hearing on the Sale Motion.

9. In the event the Successful Bidder fails to close on the sale of the Property within the time parameters approved by the Court, the Trustee shall retain the Successful Bidder’s Deposit and will be released from the obligation to sell the Property to the Successful Bidder and the Trustee may then sell the Property to the First Back-Up Bidder approved by the Court.

10. In the event First Back-Up Bidder fails to close on the sale of the Property within the time parameters approved by the Court, the Trustee shall retain the First Back-Up Bidder’s Deposit and will be released from his obligation to sell the Property to the First Back-Up Bidder and the Trustee may then sell the Property to the Second Back-Up Bidder approved by the Court.

The Bidding Procedures will be provided to all creditors and any potential bidders or parties

who have shown an interest in the Property. A Notice of Sale of Estate Property will be filed with

the Court for posting on the Court’s website under the link “Current Notices of Sales”, thereby

giving notice to additional potential interested parties. The Broker will update the Multiple Listing

Service to reflect the Bidding Procedures. Based on the foregoing, the Trustee believes that under

the circumstances of this case, the Property will have been appropriately marketed for bidding.

F. Costs of the Sale

Through the sale, a real estate commission in the total amount not to exceed four percent

(4%)5 will be paid (e.g. a commission of $75,400.00 based on the Buyer’s offer of $1,885,000.00),

which will be split between the Trustee’s Broker and the Buyer’s real estate broker, Douglas Elliman

of California, Inc. through its agent Raisa Lobo. The Trustee will also pay the following from the

sale proceeds through escrow: (i) real estate taxes, (ii) the lien of WHMC and the agreed upon

amount to Sheet Metal as described above, and (iii) escrow fees and other costs of sale to be split

between the Buyer and the Estate in the manner customary in Los Angeles County, California where

the Property is located.

5 The Trustee reserves the right to request a carve-out from the Broker commission if necessary.


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G. Tax Consequences

The Trustee believes there will be no tax liability from the sale because he is informed by

the Debtor that the Property was the Debtor’s primary residence and she has resided there two of

the last five years. Based on this, the Estate may be entitled to a capital gains exclusion of up to

$500,000.00 on the sale.

III. ARGUMENT6

A. The Property is Property of the Debtor’s Bankruptcy Estate

Section 541 of the Bankruptcy Code provides in part as follows:

(a) The commencement of a case under section 301, 302 or 303 of this title creates an estate. Such estate is comprised of all the following property, wherever located and by whomever held:

(1) Except as provided in subsection s (b) and (c)(2) of this section, all legal or equitable interests of the debtor in property as of the commencement of the case.

(2) All interests of the debtor and the debtor’s spouse in community property as of the commencement of the case that is—

(A) under the sole, equal, or joint management and control of the debtor; or (B) liable for an allowable claim against the debtor, or for both an allowable

claim against the debtor and an allowable claim against the debtor’s spouse, to the extent that such interest is so liable.

See 11 U.S.C. § 541(a)(1). Section 541 of the Bankruptcy Code is broadly construed to include all

property interests, whether reachable by state-law creditors or not, and whether vested or contingent.

United States v. Rauer, 963 F.2d 1332 (10th Cir. 1992); In re Yonikus, 996 F.2d 866 (7th Cir. 1993)

(virtually all property of debtor becomes property of estate; in fact, every conceivable interest of

debtor, including future, non-possessory, contingent, speculative, and derivative, is within the scope

of Section 541). The Property belongs to the bankruptcy estate as set forth in Section 541(a) of the

Bankruptcy Code.

In this case, pursuant to the Title Report, title of the Property is held in the name of the

Debtor as the trustee of the Trust. The Trust is a revocable trust. The assets in such a trust are

6 Although Local Bankruptcy Rule 6004-1(c)(2)(C) does not require that a memorandum of points and authorities be filed in support of the Motion, the Trustee is nevertheless submitting one.


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property of the Debtor’s estate. See Cutter v. Seror (In re Cutter), 398 B.R. 6, 19 (9th Cir. B.A.P.

2008)(holding that “powers that a debtor who is trustee of a trust may exercise for his or her own

benefit become property of the estate”); Askanase v. LivingWell, Inc., 45 F.3d 103, 106 (5th Cir.

1995)(finding that “any interest which a debtor retains in a trust is property of the estate, including

the power to amend the trust and the power to revoke a revocable trust and recover the remaining

funds in the trust for the benefit of creditors”). The fact that the Trust is revocable by the Debtor

means that it does not shield her assets from the rights of her creditors. In addition, the Debtor

scheduled the Property on her Schedule A/B as community property, indicating that she owns the

Property and not any other separate entity. Therefore, the Property held in the Trust is property of

the Estate. 11 U.S.C. § 541(a)(2).

As such, the Trustee requests that the Court order that the Trust is hereby revoked such that

the Property is converted to an asset of the Estate.

B. There is a Good Business Reason for the Sale and the Sale is in the Best Interest of the

Estate

The duties of a trustee in a Chapter 7 filing are enumerated in 11 U.S.C. § 704, which

provides in relevant part as follows:

(a) The trustee shall—

(1) collect and reduce to money the property of the estate for which such trustee serves, and close such estate as expeditiously as is compatible with the best interests of parties in interest; (2) be accountable for all property received;

See 11 U.S.C. §704(a).

Further, the Trustee, after notice and hearing, may sell property of the estate. 11 U.S.C. §

363(b). Courts ordinarily will approve a proposed sale if there is a good business reason for the sale

and the sale is in the bests interests of the estate. In re Wilde Horse Enterprises, Inc., 136 B.R. 830,

841 (Bankr. C.D. Cal. 1991); In re Lionel Corp., 722 F.2d 1063, 1069 (2d Cir. 1983). In this case,

the sale is anticipated to net the Estate approximately $207,000.00 as follows:

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Sale Price (or an amount as increased by successful overbid) $1,885,000.00

Less costs of sale, including broker commission (estimated at 6%) ($113,100.00)

Less property taxes (delinquent and pro-rata) (estimated) ($38,000.00)

Less payoff to the first trust deed holder (estimated) ($1,471,003.95)

Less payoff to Sheet Metal (as agreed to by Sheet Metal) ($55,000.00)

Less payoff to Martini (estimated at $65,240.23), L.A. Arena, IRS, EDD, AMG and SMWITI (as said liens are subject to a bona fide dispute, pursuant to Bankruptcy Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of these liens with such disputed liens to attach to the proceeds of the sale in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order.)

($0.00)

Estimated net sale proceeds (to which the disputed lien of Martini, L.A. Arena, IRS, EDD, AMG and SMWITI will attach in the same validity and priority as prior to the sale pending agreement with the lienholder or further Court order)

$207,896.05

The Trustee believes that from the net sale proceeds he will be able to make a meaningful

distribution to unsecured creditors in this case.

C. The Proposed Sale Should be Allowed Free and Clear of Liens

Bankruptcy Code Section 363(f) allows a trustee to sell property of the bankruptcy estate

“free and clear of any interest in such property of an entity,” if any one of the following five

conditions is met:

(1) applicable non-bankruptcy law permits a sale of such property free and clear of such interest;

(2) such entity consents;

(3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property;

(4) such interest is in bona fide dispute; or

(5) such entity could be compelled, in a legal or equitable proceeding, to accept money satisfaction of such interest.

11 U.S.C. § 363(f).

Section 363(f) is written in the disjunctive and thus only one of the enumerated conditions

needs to be satisfied for Court approval to be appropriate. The Trustee proposes to sell under section

363(f)(2) and under 363(f)(4).

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1. Section 363(f)(2) (Consent)

The sale of the Property is proper pursuant to Section 363(f)(2). With respect to the lien of

WHMC and Sheet Metal, these liens will be paid through escrow on the sale in the amount consented

to by the lienholders. Based on their consent to the sale, the Trustee will have satisfied Section

363(f)(2).

2. Section 363(f)(3) (Price Greater than Value)

The sale of the Property is proper pursuant to Section 363(f)(3). The sale price is for a sum

that is greater than the aggregate value of the non-disputed liens listed in the Title Report.

3. Section 363(f)(4) – Bona Fide Dispute.

A bona fide dispute has been defined by In re Atwood, 124 B.R. 402 (Bankr. S.D. Ga. 1991)

as a “genuine issue of material fact that bears upon the debtor’s liability, or meritorious contention

as to the application of law to undisputed facts.” Id. at 407. In In re Milford Group, Inc., 150 B.R.

904 (Bankr. M.D. Pa. 1992), the court stated it need not resolve a bona fide dispute, but must

determine whether the issues presented are genuine as to the existence of a bona fide dispute. In

doing so, the court in Milford found that the debtor had met its burden to establish cause for the

court to allow for the sale of the property, free and clear of liens.

In this case, as provided above, the lien of Martini & Associates, the LA Arena Abstract, the

liens of the IRS, the lien of the EDD, the AMG Abstract, the SMWITI Abstract and the interest of

Vivint are each the subject of a bona fide dispute. Requiring resolution of those issues before the

sale of the Property may likely take substantial time, effort and expense by the parties. Here, the

Trustee (a) disputes the calculation of the amount due Martini & Associates under its lien; (b) asserts

that the LA Arena Abstract was recorded in violation of the automatic stay as it was recorded during

the pendency of the bankruptcy case of the Debtor’s spouse, James Lee; (c) asserts that the IRS liens

are void as each were recorded after the Petition Date and, as evidenced by the Proof of Claim filed

by the IRS on April 8, 2019, the IRS is only asserting an unsecured priority and general unsecured

claim against the Estate; (d) asserts that the EDD lien is void as it was recorded after the Petition

Date and, as evidenced by the Proof of Claim filed by the EDD on March 21, 2019, the EDD is only

asserting an unsecured priority and general unsecured claim against the Estate; and (e) asserts that


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the AMG Abstract and the SMWITI Abstract are void as each were recorded after the Petition Date

and in violation of the automatic stay. In addition, as the Solar Panel Contract has been deemed

rejected as of January 7, 2019 pursuant to Bankruptcy Code Section 365(d), the failure of Vivint to

remove the solar panels from the Property will impact the Trustee’s efforts to close on the sale of

the Property.

The need to resolve the disputed liens and interests should not hinder, delay, or in any way

inhibit the Trustee’s efforts to maximize the value of the sale of the Property for the Estate. As the

aforementioned liens and/or interests are subject to a bona fide dispute, pursuant to Bankruptcy

Code §§ 363(b)(1) and (f)(4), the Trustee seeks to sell the Property free and clear of these liens with

such disputed liens to attach to the proceeds of the sale in the same validity and priority as prior to

the sale pending agreement with the lienholder or further Court order. Thus, approval for the sale

free and clear of the liens as disputed liens pursuant to Bankruptcy Code § 363(f)(4) is appropriate.

D. Request for Payment of Real Estate Commission to Broker

Section 328 of the Bankruptcy Code allows employment of a professional person under

Section 327 “on any reasonable terms and conditions of employment, including on a retainer, on an

hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a).

The Broker has already been employed pursuant to this Court’s order entered on February 20, 2019

(docket number 94). Through this Motion, the Trustee seeks authorization to pay a real estate broker

commission (as they have agreed amongst themselves in the Agreement) in the amount of four

percent (4%) of the purchase price (or $75,400.00).7

E. The Court Has the Authority to Approve the Bidding Procedures

Implementing the Bidding Procedures is an action outside of the ordinary course of the

business. Bankruptcy Code Section 363(b)(1) provides that a trustee “after notice and hearing, may

use, sell or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. §

363(b)(1). Furthermore, under Bankruptcy Code Section 105(a): “[t]he court may issue any order,

7 The total amount of real estate broker’s commission will increase if the purchase price for the Property is increased through by a successful overbid; but in no event will the commission exceed four percent (4%) of the purchase price. To the extent necessary, the Trustee reserves the right to request a carve-out of the commission for the benefit of the Estate.


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process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11

U.S.C. § 105(a). Thus, pursuant to Bankruptcy Code sections 363(b)(1) and 105(a), this Court may

approve the Bidding Procedures, which will assist the Trustee to obtain the best possible price on

the best possible terms for the Property.

F. The Court Has the Authority to Waive the Fourteen-Day Stay of Sale

Federal Rule of Bankruptcy Procedure 6004(h) provides that “[a]n order authorizing the use,

sale or lease of property other than cash collateral is stayed until the expiration of 14 days after entry

of the order, unless the Court orders otherwise.” Fed. Rule Bankr. P. 6004(h). The Trustee desires

to close the sale of the Property as soon as practicable after entry of an order approving the sale.

Accordingly, the Trustee requests that the Court, in the discretion provided it under Federal Rule of

Bankruptcy Procedure 6004(h), waive the fourteen-day stay requirement.

G. The Court Should Order Turn Over of the Property

Bankruptcy Code Section 542(a) provides that:

Except as provided in subsection (c) or (d) of this section, an entity other than a custodian, in possession, custody, or control during the case, of property that the trustee may use, sell, or lease under section 363 of this title, or that the debtor may exempt under section 522 of this title, shall deliver to the trustee, and account for, such property or the value of such property, unless such property is of inconsequential value or benefit to the estate.

11 U.S.C. § 542(a) (2000) (emphasis added).

The following must be established in order for the Trustee to prevail in a turnover action:

(1) that the asset in question is property of the debtor’s bankruptcy estate; and (2) that the Trustee

is entitled to use, sell, or lease the assets. See, In re Sherry & O’Leary, Inc., 148 B.R. 248, 256

(Bankr. W.D. Pa. 1992); see also, In re Weiss-Wolf, Inc., 60 B.R. 969, 975 (Bankr. S.D.N.Y. 1986).

Out of an abundance of caution, the Trustee is requesting turnover of the Property, so that

the Trustee may close on the sale of the Property. The Property is property of the Estate pursuant

to Section 541(a) of the Bankruptcy Code and is property that the Trustee may sell (as requested in

this Sale Motion). Further, based upon the Stipulation for Occupancy and Marketing of Real

Property (docket number 100) entered into between the Trustee and the Debtor and approved

pursuant to Court Order entered March 26, 2019 (docket number 110), the occupants of the Property


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(e.g. the Debtor and her non-filing spouse) have agreed to deliver the Property to the Trustee in an

unoccupied broom clean condition, including removing all personal property, one business day

before the close of escrow. Attached as Exhibit “13” to the Menchaca Declaration is a true and

correct copy of that agreement and the order approving same. Thus, turnover of the Property is

appropriate.

Accordingly, the Trustee requests that the order approving the sale provides that (i) the

Debtor or any occupants of the Property are to vacate the Property one business day before the close

of escrow; (ii) in the event the Debtor or any occupants of the Property fail to immediately vacate,

the Trustee shall be entitled to the issuance of a writ of possession for the Property; and (iii) the

United States Marshal or other appropriate law enforcement officer may enforce such writ.

IV. CONCLUSION

Based on the reasons set forth above, the Trustee respectfully request submits that good

cause exists for granting the Sale Motion and requests that the Court enter an order as follows:

1. Deeming the Trust revoked such that the Property is property of the Estate.

2. Approving the Bidding Procedures set forth above for the sale of the Property.

3. Authorizing the Trustee to sell the Property on an as-is, where-is basis, with no

expressed or implied warranties, to the Buyer (or Successful Bidder) pursuant to the terms and

conditions of the Agreement attached as Exhibit “5” to the Menchaca Declaration.

4. Authorizing the sale of the Property free and clear of all liens and encumbrances

pursuant to 11 U.S.C. § 363(f), with any liens and interests against the Property that are not released,

paid in full, or otherwise resolved through escrow to attach to the sale proceeds with the same force,

effect, validity, and priority as such liens or interests had with respect to the Property prior to the

sale, pending agreement with the lienholder or further Court order.

5. Authorizing the Trustee to sign any and all documents convenient and necessary in

pursuit of the sale as set forth above, including but not limited to any and all conveyances

contemplated by the Agreement attached as Exhibit “5” to the Menchaca Declaration.

6. Approving the payment of the real estate commission in the total amount not to

exceed four percent (4%) of the final purchase price.


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7. Authorizing the Trustee to pay the following from the sale proceeds through escrow:

(i) real estate taxes, (ii) the lien of WHMC and the agreed upon amount to Sheet Metal as described

above, and (iii) escrow fees and other costs of sale to be split between the Buyer and the Estate in

the manner customary in Los Angeles County, California where the Property is located.

8. A determination by the Court that the Buyer is in good faith pursuant to Bankruptcy

Code Section 363(m).

9. Waiving the fourteen day stay of the order approving the sale of the Property under

Federal Rules of Bankruptcy Procedure 6004(h).

10. So that the Trustee may close on the sale of the Property, ordering that (i) the Debtor

or any occupants of the Property are to vacate the Property one business day before the close of

escrow; (ii) in the event the Debtor or any occupants of the Property fail to immediately vacate, the

Trustee shall be entitled to the issuance of a writ of possession for the Property; and (iii) the United

States Marshal or other appropriate law enforcement officer may enforce such writ.

11. For such other and further relief as the Court deems just and proper under the

circumstances of this case.

Respectfully submitted, SHULMAN HODGES & BASTIAN LLP

Dated: May 15, 2019 By: /s/ Lynda T. Bui Lynda T. Bui

Brandon J. Iskander Attorneys for John J. Menchaca, Chapter 7 Trustee


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DECLARATION OF JOHN J. MENCHACA

I, John J. Menchaca, declare and state as follows:

1. I am the duly appointed, qualified and acting Chapter 7 trustee for the bankruptcy

estate of Hedieh Lee (“Debtor”). I have personal knowledge of the facts set forth herein, and if

called and sworn as a witness, I could and would competently testify thereto, except where matters

are stated on information and belief, in which case I am informed and believe that the facts so stated

are true and correct.

2. I am familiar with the Debtor’s bankruptcy proceeding and make this Declaration in

support of my Motion for Order: (1) Approving the Sale of Real Property of the Estate Free and

Clear of Certain Liens Pursuant to Bankruptcy Code §§ 363(b)(1) and (f), Subject to Overbids,

Combined With Notice of Bidding Procedures and Request for Approval of the Bidding Procedures

Utilized; (2) Approving Payment of Real Estate Commission; (3) Approving Turnover of Real

Property of the Estate; and (4) Granting Related Relief (“Sale Motion”). All capitalized terms not

otherwise defined herein shall have the meaning set forth in the Motion.

3. I have read and I am aware of the contents of the Motion and the accompanying

Memorandum of Points and Authorities. The facts stated in the Motion and the Memorandum of

Points and Authorities are true to the best of my knowledge.

4. Attached here as Exhibit “1” are true and correct copies of the Debtor’s Schedules

A/B and D.

5. Attached here as Exhibit “2” is true and copy of a Preliminary Title Report on the

Property as of April 22, 2019 (“Title Report”). The Title Report identifies the liens and

encumbrances against the Property.

6. The Title Report shows that the Property is subject to a “Notice of Independent Solar

Energy Producer Contract” between Vivint Solar Developer, LLC (“Vivint”) and the Debtor and

recorded on April 15, 205 as instrument number 15-416286 in connection with solar panels affixed

to the Property (the “Solar Panel Contract”). Pursuant to Bankruptcy Code Section 365(d), the Solar

Panel Contract was deemed rejected as of January 7, 2019. Since March 2019, my counsel has been

attempting to contact Vivint regarding the removal of the solar panels as they have been impacting


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my efforts to sell the Property. Attached here as Exhibit “3” is a true and correct copy of

correspondence from my counsel addressed to Vivint dated May 7, 2019. As of the date of the filing

of the Sale Motion, Vivint has not removed the solar panels from the Property. As it is the subject

of a bona fide dispute, I seek to sell the Property free and clear of any interest of Vivint and the

Solar Panel Contract.

7. The Title Report shows that title for the Property is vested in the Debtor and her non-

filing spouse as the co-trustees of “The HJCV Family Trust, U/A dated July 22, 2016” (“Trust”) I

am advised that the Trust is a revocable family trust and the Debtor is the co-trustee of the Trust.

Attached here as Exhibit “4” is a true and correct copy of the Certification of Trust that has been

provided to me by the Debtor.

8. On January 28, 2019, I filed an application to employ Jan Neiman of Neiman Realty

(docket number 80), as my real estate broker (“Broker”) for the Property, which was approved by

Court order entered on February 20, 2019 (docket number 94). The Broker listed the Property at

$2,095,000.00 and the Property has been on the market since January 2019. After over three months

on the Multiple Listing Service, the Broker received approximately nine offers ranging from

$1,800,000.00 to $2,001,500.00. Several of the offers were cancelled after inspections were

conducted. The offer that is the subject of the Sale Motion is the highest and best offer received as

a result of negotiations.

9. Through my Broker I received an offer from Daniel Cruz (“Buyer”) to purchase the

Property for $1,885,000.00, subject to overbids. Attached here as Exhibit “5” is a true and correct

copy of the Residential Purchase Agreement and Joint Escrow Instructions, Seller Counter Offer

No. 1 and related addenda.

10. The lien of WHMC and Sheet Metal will be paid through escrow on the sale

transaction as agreed to by the parties. Thus, these liens will be released, discharged and terminated

at the close of escrow and the respective lien of WHMC and Sheet Metal will not attach to the sale

proceeds.

///

///


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11. The lien of Martini & Associates is the subject of a bona fide dispute. In February

2019, a demand was submitted by Martini & Associates in connection with its deed of trust against

the Property. I dispute the calculation of the amount claimed due.

12. The LA Arena Abstract is the subject of a bona fide dispute. The LA Arena Abstract

was recorded on March 7, 2018 and during the pendency of the bankruptcy case of the Debtor’s

spouse, James Lee. Attached here as Exhibit “6” is a true and correct copy of the LA Arena

Abstract. A review of the Court docket for the case reflects that on January 22, 2018, James Lee

filed a voluntary Chapter 11 petition, thus commencing case number 2:18-bk-10697-BB. The case

was dismissed on April 5, 2018. Thus, the LA Arena Abstract was recorded in violation of the

automatic stay.

13. The liens of the IRS are the subject of a bona fide dispute. Specifically, on June 29,

2018, the IRS recorded two tax liens against the Property; one in the amount of $17,505.31 as

Instrument No. 18-0654324 and one in the amount of $54,048.07 as Instrument No. 18-0654325.

Attached here as Exhibit “7” are true and correct copies of the IRS tax liens. On April 8, 2019, the

IRS filed Claim No. 6 against the Estate, asserting a claim of $556,975.99 consisting of an unsecured

priority claim of $474,162.16 and a general unsecured claim of $82,813.83. A true and correct copy

of the Proof of Claim filed by the IRS is attached here as Exhibit “8.”

14. The lien of the EDD is the subject of a bona fide dispute. Specifically, on November

9, 2018, the EDD recorded a tax lien against the Property as Instrument No. 2018-1136514. A true

and correct copy of the EDD tax lien recorded by the EDD is attached here as Exhibit “9.” On

March 21, 2019, the EDD filed Claim No. 11 against the Estate, asserting a claim of $381,259.88

consisting of an unsecured priority claim of $241,192.94 and a general unsecured claim of

$140,066.94. A true and correct copy of the Proof of Claim filed by the EDD is attached here as

Exhibit “10.”

15. The AMG Abstract is the subject of a bona fide dispute. The AMG Abstract was

recorded on August 27, 2018 as Instrument No. 18-0864822. A true and correct copy of the AMG

Abstract is attached here as Exhibit “11.” The AMG Abstract was recorded after the Petition Date

and is in violation of the automatic stay.


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16. The SMWITI Abstract is the subject of a bona fide dispute. The SMWITI Abstract

was recorded on February 4, 2019 as Instrument No. 19-103282. A true and correct copy of the

SMWITI Abstract is attached here as Exhibit “12.” The SMWITI Abstract is subject to a bona

fide dispute. The SMWITI Abstract was recorded after the Petition Date and is in violation of the

automatic stay. I am informed by my counsel that SMWITI has agreed to release this lien against

the Property.

17. As the aforementioned liens are the subject of bona fide disputes, I seek to sell the

Property free and clear of these liens with such disputed liens to attach to the proceeds of the sale in

the same validity and priority as prior to the sale pending agreement with the lienholder or further

Court order.

18. I believe there will be no tax liability from the sale because I am informed by the

Debtor that the Property was the Debtor’s primary residence and she has resided there two of the

last five years. Based on this, the Estate may be entitled to a capital gains exclusion of up to

$500,000.00 on the sale.

19. Given that the sale is subject to overbids, it is anticipated I will receive the best and

highest value for the Property and so the proposed sale price is fair and reasonable.

20. For the reasons set forth in the Sale Motion and this Declaration, I believe that good

cause exists to grant the Sale Motion and respectfully request that the Court grant the Sale Motion

so that I do not lose this favorable business opportunity to net sufficient funds to anticipated to fully

fund the Estate.

///

///

///


Exhibit “1” Schedules A/B and D

Page 28


Fill in this information to identify your case and this filing:

Debtor 1 Hedieh LeeFirst Name Middle Name Last Name

Debtor 2(Spouse, if filing) First Name Middle Name Last Name

United States Bankruptcy Court for the: CENTRAL DISTRICT OF CALIFORNIA

Case number Check if this is anamended filing

Official Form 106A/BSchedule A/B: Property 12/15In each category, separately list and describe items. List an asset only once. If an asset fits in more than one category, list the asset in the category where youthink it fits best. Be as complete and accurate as possible. If two married people are filing together, both are equally responsible for supplying correctinformation. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write your name and case number (if known).Answer every question.

Part 1: Describe Each Residence, Building, Land, or Other Real Estate You Own or Have an Interest In

1. Do you own or have any legal or equitable interest in any residence, building, land, or similar property?

No. Go to Part 2.

Yes. Where is the property?

1.1 What is the property? Check all that apply

Do not deduct secured claims or exemptions. Putthe amount of any secured claims on Schedule D:Creditors Who Have Claims Secured by Property.

1151 9th St Single-family home

Duplex or multi-unit building

Condominium or cooperative

Street address, if available, or other description

Manhattan Beach CA 90266-0000Manufactured or mobile home

LandCurrent value of theentire property?

Current value of theportion you own?

City State ZIP Code Investment property $2,172,921.00 $2,172,921.00Timeshare

Describe the nature of your ownership interest(such as fee simple, tenancy by the entireties, ora life estate), if known.

Other

Who has an interest in the property? Check one

Debtor 1 onlyLos Angeles Debtor 2 onlyCounty Debtor 1 and Debtor 2 only

Check if this is community property(see instructions)At least one of the debtors and another

Other information you wish to add about this item, such as localproperty identification number:

Official Form 106A/B Schedule A/B: Property page 1Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy


EXHIBIT "1"Page 29


Debtor 1 Hedieh Lee Case number (if known)

If you own or have more than one, list here:1.2 What is the property? Check all that apply


15151 Prairie Ave Single-family home




Lawndale CA 90260-0000Manufactured or mobile home



City State ZIP Code Investment property $763,191.00 $763,191.00Timeshare


Other


Debtor 1 onlyLos Angeles Debtor 2 onlyCounty Debtor 1 and Debtor 2 only



If you own or have more than one, list here:1.3 What is the property? Check all that apply


4817 Clarks River Rd Single-family home




Paducah KY 42003-0000Manufactured or mobile home



City State ZIP Code Investment property $250,000.00 $125,000.00Timeshare


Other


Debtor 1 onlyMcCracken Debtor 2 onlyCounty Debtor 1 and Debtor 2 only



The subject property is owned by the debtor's spouse and brother. Debtoronly has a community interest.

2. Add the dollar value of the portion you own for all of your entries from Part 1, including any entries forpages you have attached for Part 1. Write that number here...........................................................................=> $3,061,112.00

Part 2: Describe Your Vehicles

Do you own, lease, or have legal or equitable interest in any vehicles, whether they are registered or not? Include any vehicles you own thatsomeone else drives. If you lease a vehicle, also report it on Schedule G: Executory Contracts and Unexpired Leases.



EXHIBIT "1"Page 30



3. Cars, vans, trucks, tractors, sport utility vehicles, motorcycles

No

Yes

3.1 Make: Chevrolet Who has an interest in the property? Check one Do not deduct secured claims or exemptions. Putthe amount of any secured claims on Schedule D:Creditors Who Have Claims Secured by Property.Model: Z 711500 Debtor 1 only

Year: 2008 Debtor 2 only Current value of theentire property?

Current value of theportion you own?Approximate mileage: Debtor 1 and Debtor 2 only

Other information: At least one of the debtors and anotherFair Conditions

$5,000.00 $5,000.00Check if this is community property (see instructions)

4. Watercraft, aircraft, motor homes, ATVs and other recreational vehicles, other vehicles, and accessoriesExamples: Boats, trailers, motors, personal watercraft, fishing vessels, snowmobiles, motorcycle accessories

No

Yes

5.Add the dollar value of the portion you own for all of your entries from Part 2, including any entries forpages you have attached for Part 2. Write that number here.............................................................................=> $5,000.00

Part 3: Describe Your Personal and Household ItemsDo you own or have any legal or equitable interest in any of the following items? Current value of the

portion you own?Do not deduct securedclaims or exemptions.

6. Household goods and furnishingsExamples: Major appliances, furniture, linens, china, kitchenware

No Yes. Describe.....

Household Goods and Furnishings $1,500.00

7. ElectronicsExamples: Televisions and radios; audio, video, stereo, and digital equipment; computers, printers, scanners; music collections; electronic devices

including cell phones, cameras, media players, games No Yes. Describe.....

Electronics $600.00

8. Collectibles of valueExamples: Antiques and figurines; paintings, prints, or other artwork; books, pictures, or other art objects; stamp, coin, or baseball card collections;

other collections, memorabilia, collectibles No Yes. Describe.....

Sports Memorabilia $500.00

9. Equipment for sports and hobbiesExamples: Sports, photographic, exercise, and other hobby equipment; bicycles, pool tables, golf clubs, skis; canoes and kayaks; carpentry tools;

musical instruments No Yes. Describe.....



EXHIBIT "1"Page 31



10. FirearmsExamples: Pistols, rifles, shotguns, ammunition, and related equipment No Yes. Describe.....

Handguns $100.00

11. ClothesExamples: Everyday clothes, furs, leather coats, designer wear, shoes, accessories No Yes. Describe.....

Clothes $600.00

12. JewelryExamples: Everyday jewelry, costume jewelry, engagement rings, wedding rings, heirloom jewelry, watches, gems, gold, silver No Yes. Describe.....

Wedding Ring $2,000.00

13. Non-farm animalsExamples: Dogs, cats, birds, horses No Yes. Describe.....

14. Any other personal and household items you did not already list, including any health aids you did not list No Yes. Give specific information.....

15. Add the dollar value of all of your entries from Part 3, including any entries for pages you have attachedfor Part 3. Write that number here .............................................................................. $5,300.00

Part 4: Describe Your Financial AssetsDo you own or have any legal or equitable interest in any of the following? Current value of the

portion you own?Do not deduct securedclaims or exemptions.

16. CashExamples: Money you have in your wallet, in your home, in a safe deposit box, and on hand when you file your petition No Yes................................................................................................................

Cash $100.00

17. Deposits of moneyExamples: Checking, savings, or other financial accounts; certificates of deposit; shares in credit unions, brokerage houses, and other similar

institutions. If you have multiple accounts with the same institution, list each. No Yes........................ Institution name:

18. Bonds, mutual funds, or publicly traded stocksExamples: Bond funds, investment accounts with brokerage firms, money market accounts No Yes.................. Institution or issuer name:



EXHIBIT "1"Page 32



19. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including an interest in an LLC, partnership, andjoint venture No Yes. Give specific information about them...................

Name of entity: % of ownership:

20. Government and corporate bonds and other negotiable and non-negotiable instrumentsNegotiable instruments include personal checks, cashiers’ checks, promissory notes, and money orders.Non-negotiable instruments are those you cannot transfer to someone by signing or delivering them. No Yes. Give specific information about them

Issuer name:

21. Retirement or pension accountsExamples: Interests in IRA, ERISA, Keogh, 401(k), 403(b), thrift savings accounts, or other pension or profit-sharing plans No Yes. List each account separately.

Type of account: Institution name:

22. Security deposits and prepaymentsYour share of all unused deposits you have made so that you may continue service or use from a companyExamples: Agreements with landlords, prepaid rent, public utilities (electric, gas, water), telecommunications companies, or others No Yes. ..................... Institution name or individual:

23. Annuities (A contract for a periodic payment of money to you, either for life or for a number of years) No Yes............. Issuer name and description.

24. Interests in an education IRA, in an account in a qualified ABLE program, or under a qualified state tuition program.26 U.S.C. §§ 530(b)(1), 529A(b), and 529(b)(1).

No Yes............. Institution name and description. Separately file the records of any interests.11 U.S.C. § 521(c):

25. Trusts, equitable or future interests in property (other than anything listed in line 1), and rights or powers exercisable for your benefit No Yes. Give specific information about them...

26. Patents, copyrights, trademarks, trade secrets, and other intellectual propertyExamples: Internet domain names, websites, proceeds from royalties and licensing agreements No Yes. Give specific information about them...

27. Licenses, franchises, and other general intangiblesExamples: Building permits, exclusive licenses, cooperative association holdings, liquor licenses, professional licenses No Yes. Give specific information about them...

Money or property owed to you? Current value of theportion you own?Do not deduct securedclaims or exemptions.

28. Tax refunds owed to you No Yes. Give specific information about them, including whether you already filed the returns and the tax years.......

29. Family supportExamples: Past due or lump sum alimony, spousal support, child support, maintenance, divorce settlement, property settlement No Yes. Give specific information......



EXHIBIT "1"Page 33



30. Other amounts someone owes youExamples: Unpaid wages, disability insurance payments, disability benefits, sick pay, vacation pay, workers’ compensation, Social Security

benefits; unpaid loans you made to someone else No Yes. Give specific information..

31. Interests in insurance policiesExamples: Health, disability, or life insurance; health savings account (HSA); credit, homeowner’s, or renter’s insurance No Yes. Name the insurance company of each policy and list its value.

Company name: Beneficiary: Surrender or refundvalue:

32. Any interest in property that is due you from someone who has diedIf you are the beneficiary of a living trust, expect proceeds from a life insurance policy, or are currently entitled to receive property becausesomeone has died. No Yes. Give specific information..

33. Claims against third parties, whether or not you have filed a lawsuit or made a demand for paymentExamples: Accidents, employment disputes, insurance claims, or rights to sue No Yes. Describe each claim.........

34. Other contingent and unliquidated claims of every nature, including counterclaims of the debtor and rights to set off claims No Yes. Describe each claim.........

35. Any financial assets you did not already list No Yes. Give specific information..

36. Add the dollar value of all of your entries from Part 4, including any entries for pages you have attachedfor Part 4. Write that number here..................................................................................................................... $100.00

Part 5: Describe Any Business-Related Property You Own or Have an Interest In. List any real estate in Part 1.

37. Do you own or have any legal or equitable interest in any business-related property?

No. Go to Part 6.

Yes. Go to line 38.

Part 6: Describe Any Farm- and Commercial Fishing-Related Property You Own or Have an Interest In.If you own or have an interest in farmland, list it in Part 1.

46. Do you own or have any legal or equitable interest in any farm- or commercial fishing-related property? No. Go to Part 7.

Yes. Go to line 47.

Part 7: Describe All Property You Own or Have an Interest in That You Did Not List Above

53. Do you have other property of any kind you did not already list?Examples: Season tickets, country club membership No Yes. Give specific information.........

54. Add the dollar value of all of your entries from Part 7. Write that number here .................................... $0.00



EXHIBIT "1"Page 34



Part 8: List the Totals of Each Part of this Form

55. Part 1: Total real estate, line 2 ...................................................................................................................... $3,061,112.0056. Part 2: Total vehicles, line 5 $5,000.0057. Part 3: Total personal and household items, line 15 $5,300.0058. Part 4: Total financial assets, line 36 $100.0059. Part 5: Total business-related property, line 45 $0.0060. Part 6: Total farm- and fishing-related property, line 52 $0.0061. Part 7: Total other property not listed, line 54 + $0.00

62. Total personal property. Add lines 56 through 61... $10,400.00 Copy personal property total $10,400.00

63. Total of all property on Schedule A/B. Add line 55 + line 62 $3,071,512.00



EXHIBIT "1"Page 35


Fill in this information to identify your case:

Debtor 1 Hedieh LeeFirst Name Middle Name Last Name

Debtor 2(Spouse if, filing) First Name Middle Name Last Name

United States Bankruptcy Court for the: CENTRAL DISTRICT OF CALIFORNIA

Case number(if known) Check if this is an

amended filing

Official Form 106DSchedule D: Creditors Who Have Claims Secured by Property 12/15

Be as complete and accurate as possible. If two married people are filing together, both are equally responsible for supplying correct information. If more spaceis needed, copy the Additional Page, fill it out, number the entries, and attach it to this form. On the top of any additional pages, write your name and casenumber (if known).

1. Do any creditors have claims secured by your property?

No. Check this box and submit this form to the court with your other schedules. You have nothing else to report on this form.

Yes. Fill in all of the information below.

Part 1: List All Secured Claims2. List all secured claims. If a creditor has more than one secured claim, list the creditor separatelyfor each claim. If more than one creditor has a particular claim, list the other creditors in Part 2. Asmuch as possible, list the claims in alphabetical order according to the creditor’s name.

Column A

Amount of claimDo not deduct thevalue of collateral.

Column B

Value of collateralthat supports thisclaim

Column C

UnsecuredportionIf any

2.1 First Citizens Bank Describe the property that secures the claim: $190,432.39 $763,191.00 $0.00Creditor's Name 15151 Prairie Ave Lawndale, CA

90260 Los Angeles County

4300 Six Forks RoadRaleigh, NC 27611

As of the date you file, the claim is: Check all thatapply.

ContingentNumber, Street, City, State & Zip Code Unliquidated

DisputedWho owes the debt? Check one. Nature of lien. Check all that apply.

Debtor 1 only Debtor 2 only

An agreement you made (such as mortgage or securedcar loan)

Debtor 1 and Debtor 2 only Statutory lien (such as tax lien, mechanic's lien)

At least one of the debtors and another Judgment lien from a lawsuit

Check if this claim relates to acommunity debt

Other (including a right to offset)

Date debt was incurred Last 4 digits of account number 0251

2.2 Martini & Associates Describe the property that secures the claim: $50,000.00 $2,172,921.00 $0.00Creditor's Name 1151 9th St Manhattan Beach, CA

90266 Los Angeles County

4200 West Century BlvdInglewood, CA 90304










Date debt was incurred Last 4 digits of account number

Official Form 106D Schedule D: Creditors Who Have Claims Secured by Property page 1 of 2Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy


EXHIBIT "1"Page 36


Debtor 1 Hedieh Lee Case number (if know)First Name Middle Name Last Name

2.3 R.C Temme Corporation Describe the property that secures the claim: $1,276,136.56 $2,172,921.00 $0.00Creditor's Name 1151 9th St Manhattan Beach, CA

90266 Los Angeles County21777 Ventura BlvdSuite 201Woodland Hills, CA91364










Date debt was incurred Last 4 digits of account number 0084

2.4 Small BusinessAdministration Describe the property that secures the claim: $157,833.65 $763,191.00 $0.00Creditor's Name 15151 Prairie Ave Lawndale, CA

90260 Los Angeles County801 R StreetSuite 101Fresno, CA 93721










Date debt was incurred Last 4 digits of account number

Add the dollar value of your entries in Column A on this page. Write that number here: $1,674,402.60If this is the last page of your form, add the dollar value totals from all pages.Write that number here: $1,674,402.60

Part 2: List Others to Be Notified for a Debt That You Already ListedUse this page only if you have others to be notified about your bankruptcy for a debt that you already listed in Part 1. For example, if a collection agency istrying to collect from you for a debt you owe to someone else, list the creditor in Part 1, and then list the collection agency here. Similarly, if you have morethan one creditor for any of the debts that you listed in Part 1, list the additional creditors here. If you do not have additional persons to be notified for anydebts in Part 1, do not fill out or submit this page.

Official Form 106D Additional Page of Schedule D: Creditors Who Have Claims Secured by Property page 2 of 2

Software Copyright (c) 1996-2018 Best Case, LLC - www.bestcase.com Best Case Bankruptcy


EXHIBIT "1"Page 37


Exhibit “2” Title Report

Page 38


CLTA Preliminary Report Form Order Number: TOR-5864019

(Rev. 11/06) Page Number: 1

First American Title Page 1 of 20

Updated 4/22/2019

First American Title Company

4 First American Way Santa Ana, CA 92707

California Department of Insurance License No. 151

Antonia Delgado A & A Escrow Services, Inc 415 North Crescent Drive, Suite 320 Beverly Hills, CA 90210 Phone: (310)550-6055 Fax:

Customer Reference: 104453-AA

Order Number: TOR-5864019 (dt)

Title Officer: Debbie Tognetti Phone: (714)250-8579 Fax No.: (714)481-2956 E-Mail: [email protected]

Buyer: Cruz . Owner: Lee James P Iii And Hedieh Trs

Property: 1151 9th Street Manhattan Beach, CA 90266

PRELIMINARY REPORT

In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or

interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not

covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and

may not list all liens, defects, and encumbrances affecting title to the land.

EXHIBIT "2"

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CLTA Preliminary Report Form Order Number: TOR-5864019

(Rev. 11/06) Page Number: 2


This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of

title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

EXHIBIT "2"

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Order Number: TOR-5864019 Page Number: 3


Dated as of April 15, 2019 at 7:30 A.M.

The form of Policy of title insurance contemplated by this report is:

ALTA/CLTA Homeowner's (EAGLE) Policy of Title Insurance (2013) and ALTA Ext Loan Policy 1056.06 (06-17-06) if the land described is an improved residential lot or condominium unit on which there is located a one-to-four family residence; or ALTA Standard Owner's Policy 2006 (WRE 06-17-06) and the ALTA Loan Policy 2006 (06-17-06) if the land described is an unimproved residential lot or condominium unit

A specific request should be made if another form or additional coverage is desired.

Title to said estate or interest at the date hereof is vested in:

James Paul Lee III and Hedieh Lee, as co-Trustees of The HJCV Family Trust, U/A dated July 22, 2016

The estate or interest in the land hereinafter described or referred to covered by this Report is:

Fee

The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:

1. General and special taxes and assessments for the fiscal year 2019-2020, a lien not yet due or payable.

2. The lien of defaulted taxes for the fiscal year 2017-2018, and any subsequent delinquencies.

Tax Rate Area: 46-06174 A. P. No.: 4167-028-021 Amount to redeem: $20,311.64 Valid through: APRIL 2019 Amount to redeem: $20,555.08 Valid through: MAY 2019

Please contact the tax office to verify the payoff amount.

3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

4. Any irregularity in the foreclosure proceedings leading up to the Trustee's Deed recorded April 30, 2009 as INSTRUMENT NO. 09-629328 of Official Records.

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5. The terms and provisions contained in the document entitled "NOTICE OF AN INDEPENDENT SOLAR ENERGY PRODUCER CONTRACT" recorded April 15, 2015 as INSTRUMENT NO. 15-416286 OF OFFICIAL RECORDS.

6. The Solar Energy System, if any, located on the Land being owned by an Independent Solar Energy Producer.

7. A deed of trust to secure an original indebtedness of $1,196,000.00 recorded February 11, 2016 as INSTRUMENT NO. 16-155482 OF OFFICIAL RECORDS. Dated: January 27, 2016 Trustor: JAMES PAUL LEE III, A MARRIED MAN AS HIS SOLE AND

SEPARATE PROPERTY Trustee: SENTRY RECONVEYANCE CORPORATION, A CALIFORNIA

CORPORATION Beneficiary: WOODLAND HILLS MORTGAGE CORPORATION A CALIFORNIA

CORPORATION

According to the public records, the beneficial interest under the deed of trust was assigned to PACIFIC ENTERPRISE BANK, A CALIFORNIA CORPORATION by assignment recorded February 11, 2016 as INSTRUMENT NO. 16-155483 OF OFFICIAL RECORDS.

According to the public records, 6.27090% of the beneficial interest under the deed of trust was assigned to WOODLAND HILLS MORTGAGE CORPORATION, A CALIFORNIA CORPORATION by assignment recorded February 19, 2016 as INSTRUMENT NO. 16-179939 OF OFFICIAL RECORDS.

According to the public records, 6.27090% of the beneficial interest under the deed of trust was assigned to SERIES "B" OF THE RCTC DIVERSIFIED MORTGAGE FUND, LLC by assignment recorded February 19, 2016 as INSTRUMENT NO. 16-179940 OF OFFICIAL RECORDS.

According to the public records, 4.43144% of the beneficial interest under the deed of trust was assigned to WOODLAND HILLS MORTGAGE CORPORATION, A CALIFORNIA CORPORATION by assignment recorded March 17, 2016 as INSTRUMENT NO. 16-295492 OF OFFICIAL RECORDS.

According to the public records, 4.43144% of the beneficial interest under the deed of trust was assigned to SERIES "B" OF THE RCTC DIVERSIFIED MORTGAGE FUND, LLC by assignment recorded March 17, 2016 as INSTRUMENT NO. 16-295493 OF OFFICIAL RECORDS.

According to the public records, 9.61538% of the beneficial interest under the deed of trust was assigned to SERIES "B" OF THE RCTC DIVERSIFIED MORTGAGE FUND, LLC by assignment recorded March 21, 2016 as INSTRUMENT NO. 16-306536 OF OFFICIAL RECORDS.



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According to the public records, 8.36120% of the beneficial interest under the deed of trust was assigned to RICHARD A. KARWOWSKI AND MELANIE R. KARWOWSKI, HUSBAND AND WIFE AS JOINT TENANTS by assignment recorded March 28, 2016 as INSTRUMENT NO. 16-335314 OF OFFICIAL RECORDS.

According to the public records, 71.32108% of the beneficial interest under the deed of trust was assigned to WOODLAND HILLS MORTGAGE CORPORATION, A CALIFORNIA CORPORATION by assignment recorded April 04, 2016 as INSTRUMENT NO. 16-366492 OF OFFICIAL RECORDS.

According to the public records, 9.19732% of the beneficial interest under the deed of trust was assigned to PETER AMENDOLA, A SINGLE MAN AS TO AN UNDIVIDED 6.68896% PORTION OF ALL BENEFICIAL INTEREST, MICHAEL CAMPION, A MARRIED MAN AS HIS SOLE AND SEPARATE PROPERTY TO AN UNDIVIDED 2.50836% PORTION OF ALL BENEFICIAL INTEREST by assignment recorded April 04, 2016 as INSTRUMENT NO. 16-366493 OF OFFICIAL RECORDS.

According to the public records, 2.50836% of the beneficial interest under the deed of trust was assigned to BRUCE R. SCHWARTZ, AN UNMARRIED MAN by assignment recorded April 06, 2016 as INSTRUMENT NO. 16-376248 OF OFFICIAL RECORDS.

According to the public records, 7.52508% of the beneficial interest under the deed of trust was assigned to HALLI MASON AND MELVYN MASON, WIFE AND HUSBAND, AS COMMUNITY PROPERTY WITH RIGHTS OF SURVIVORSHIP AS TO AN UNDIVIDED 2.50836% PORTION OF ALL BENEFICIAL INTEREST, RICHARD H. ZAKARIAN AND ROBERTA C. ZAKARIAN, TRUSTORS AND TRUSTEES FBO THE ZAKARIAN FAMILY TRUST DATED AUGUST 12, 1988 TO AN UNDIVIDED 2.50836% PORTION OF ALL BENEFICIAL INTEREST, AND DELIA N. JORDAN, A WIDOW, TO AN UNDIVIDED 2.50836% PORTION OF ALL BENEFICIAL INTEREST by assignment recorded April 06, 2016 as INSTRUMENT NO. 16-376249 OF OFFICIAL RECORDS.

According to the public records, 8.3612% of the beneficial interest under the deed of trust was assigned to POLYCOMP TRUST COMPANY CUSTODIAN FBO DELIA JORDAN, IRA AS TO AN UNDIVIDED 4.18060% PORTION OF ALL BENEFICIAL INTEREST, AND POLYCOMP TRUST COMPANY CUSTODIAN FBO STANLEY BIENUS, IRA, TO AN UNDIVIDED 4.18060% PORTION OF ALL BENEFICIAL INTEREST by assignment recorded April 11, 2016 as INSTRUMENT NO. 16-399791 OF OFFICIAL RECORDS.

According to the public records, 6.77257% of the beneficial interest under the deed of trust was assigned to KENT CANDELORA, PH.D., A PSYCHOLOGICAL CORP. PROFIT SHARING RETIREMENT PLAN AS TO AN UNDIVIDED 4.18060% PORTION OF ALL BENEFICIAL INTEREST, AND POLYCOMP TRUST COMPANY CUSTODIAN FBO HARRY VELDKAMP, IRA, TO AN UNDIVIDED 2.59197% PORTION OF ALL BENEFICIAL INTEREST by assignment recorded April 11, 2016 as INSTRUMENT NO. 16-399792 OF OFFICIAL RECORDS.

According to the public records, 5.43478% of the beneficial interest under the deed of trust was assigned to POLYCOMP TRUST COMPANY CUSTODIAN FBO CHARLES MCCLAIN, IRA AS TO AN UNDIVIDED 2.92642% PORTION OF ALL BENEFICIAL INTEREST, AND POLYCOMP TRUST COMPANY CUSTODIAN FBO ROBERT M. SNINCAK, IRA, TO AN UNDIVIDED 2.50836% PORTION OF ALL BENEFICIAL INTEREST by assignment recorded April 12, 2016 as INSTRUMENT NO. 16-407656 OF OFFICIAL RECORDS.

According to the public records, 2.50836% of the beneficial interest under the deed of trust was assigned to DAVID C. JOHNSON AND JUDITH B. JOHNSON, AS HUSBAND AND WIFE, AS COMMUNITY PROPERTY WITH RIGHT OF SURVIVORSHIP by assignment recorded April 14, 2016 as INSTRUMENT NO. 16-420063 OF OFFICIAL RECORDS.

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According to the public records, 4.18060% of the beneficial interest under the deed of trust was assigned to IRA SERVICES TRUST COMPANY CUSTODIAN FBO JERALD BUKTENICA IRA by assignment recorded April 19, 2016 as INSTRUMENT NO. 16-438911 OF OFFICIAL RECORDS.

According to the public records, 12.12374% of the beneficial interest under the deed of trust was assigned to RCTC DIVERSIFIED MORTGAGE FUND, LLC AS TO AN UNDIVIDED 3.01003% PORTION, AND SERIES "B" OF THE RCTC DIVERSIFIED MORTGAGE FUND, LLC AS TO AN UNDIVIDED 9.11371% PORTION OF ALL BENEFICIAL INTEREST by assignment recorded May 02, 2016 as INSTRUMENT NO. 16-496809 OF OFFICIAL RECORDS.

Notes: a. If this deed of trust is to be eliminated in the policy or policies contemplated by this report/commitment, we will require all of the following prior to the recordation of any documents or the issuance of any policy of title insurance: i. Original note and deed of trust. ii. Payoff demand statement signed by all present beneficiaries. iii. Request for reconveyance signed by all present beneficiaries. b. If the payoff demand statement or the request for reconveyance is to be signed by a servicer, we will also require a full copy of the loan servicing agreement executed by all present beneficiaries. c. If any of the beneficial interest is presently held by trustees under a trust agreement, we will require a certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company

A notice of default recorded September 21, 2017 as INSTRUMENT NO. 17-1080100 OF OFFICIAL RECORDS.

A notice of trustee's sale recorded April 27, 2018 as INSTRUMENT NO. 18-410322 OF OFFICIAL RECORDS.

8. A deed of trust to secure an original indebtedness of $40,000.00 recorded April 13, 2016 as INSTRUMENT NO. 16-414481 OF OFFICIAL RECORDS. Dated: April 12, 2016 Trustor: JAMES PAUL LEE, III, AN INDIVIDUAL Trustee: TITLE INSURANCE COMPANY Beneficiary: H.A. NICHOLS CO., INC., A CALIFORNIA CORPORATION


Affects: The land and other property.

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The effect of a document entitled "RELEASE", recorded February 03, 2017 as INSTRUMENT NO. 17-145092 of Official Records.

Note: The Company will require satisfactory proof of full payment of the debt secured by said mortgage or deed of trust prior to removing this exception or insuring the contemplated transaction.

9. A deed of trust to secure an original indebtedness of $50,000.00 recorded February 03, 2017 as INSTRUMENT NO. 17-145093 OF OFFICIAL RECORDS. Dated: February 01, 2017 Trustor: JAMES PAUL LEE, III AND HEDIEH LEE, AS CO-TRUSTEES OF

THE HJCV FAMILY TRUST, U/A DATED JULY 22, 2016 Trustee: WILSHIRE ESCROW COMPANY, A CALIFORNIA CORPORATION Beneficiary: MARTINI ASSOCIATES DEVELOPMENT


A document recorded December 19, 2017 as INSTRUMENT NO. 17-1465672 OF OFFICIAL RECORDS provides that FIRST AMERICAN TITLE INSURANCE COMPANY was substituted as trustee under the deed of trust.

A notice of default recorded January 05, 2018 as INSTRUMENT NO. 18-15941 OF OFFICIAL RECORDS.

A notice of trustee's sale recorded April 03, 2018 as INSTRUMENT NO. 18-315593 OF OFFICIAL RECORDS.

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10. A certified copy of a judgment or an abstract thereof, recorded March 07, 2017 as INSTRUMENT NO. 17-262009 of Official Records. Court: UNITED STATES DISTRICT COURT CENTRAL

DISTRICT OF CALIFORNIA Case No.: 2:17-CV-00125-JAK-SS Debtor: HENDERSON MECHANICAL SYSTEMS, INC.;

JAMES PAUL LEE, III; INDIVIDUAL Creditor: BOARD OF TRUSTEES OF THE SHEET METAL

WORKERS' PENSION PLAN OF SOUTHERN CALIFORNIA, ARIZONA AND NEVADA; BOARD OF TRUSTEES OF THE SHEET METAL WORKERS' HEALTH PLAN OF SOUTHERN CALIFORNIA, ARIZONA AND NEVADA; BOARD OF TRUSTEES OF THE SOUTHERN CALIFORNIA SHEET METAL JOINT APPRENTICESHIP AND TRAINING COMMITTEE; BOARD OF TRSTEES OF THE SHEET METAL WORKERS' LOCAL 105 RETIREE HEALTH PLAN; BOARD OF TRUSTEES OF THE SOUTHERN CALIFORNIA SHEET METAL WORKERS' 401(A) PLAN: SHEET METAL WORKERS' INTERNATIONAL ASSOCIATION, LOCAL UNION NO. 105 UNION DUES CHECK- OFF AND DEFERRED SAVINGS FUND; BOARD OF TRUSTEES OF THE SOUTHERN CALIFORNIA LABOR MANAGEMENT COOPERATION TRUST; BOARD OF TRUSTEES OF THE SHEET METAL INDUSTRY FUND OF LOS ANGELES

Amount: $259,303.11 PRINCIPAL, $66,153.20 INTEREST, $0 COSTS, AND $12,500.00 ATTORNEY'S FEES, and any other amounts due thereunder

11. A certified copy of a judgment or an abstract thereof, recorded December 05, 2017 as INSTRUMENT NO. 17-1405571 of Official Records. Court: UNITED STATES DISTRICT COURT CENTRAL

DISTRICT OF CALIFORNIA Case No.: 2:17-CV-00125-JAK-SS Debtor: HENDERSON MECHANICAL SYSTEMS, INC.;

JAMES PAUL LEE, III; INDIVIDUAL Creditor: BOARD OF TRUSTEES OF THE SHEET METAL

WORKERS' PENSION PLAN OF SOUTHERN CALIFORNIA, ARIZONA AND NEVADA, ET AL

Amount: $$386,114.57 PRINCIPAL, $51,518.13 INTEREST, $0 COSTS, AND $12,500.00 ATTORNEY'S FEES, and any other amounts due thereunder

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12. A certified copy of a judgment or an abstract thereof, recorded March 07, 2018 as INSTRUMENT NO. 18-221687 of Official Records. Court: SUPERIOR COURT OF CALIFORNIA, COUNTY OF

LOS ANGELES Case No.: BC654321 Debtor: JAMES LEE, AN INDIVIDUAL Creditor: L.A. ARENA FUNDING, LLC, A DELAWARE

LIMITED LIABILITY Amount: $75,643.92, and any other amounts due

thereunder

13. A federal tax lien in favor of the United States of America, recorded June 29, 2018 as INSTRUMENT NO. 18-654324 of Official Records. Serial No.: 310882918

Debtor: JAMES P LEE III Amount: $17,505.31, and any other amounts due thereunder.

14. A federal tax lien in favor of the United States of America, recorded June 29, 2018 as INSTRUMENT NO. 18-654325 of Official Records. Serial No.: 310884018

Debtor: JAMES P LEE III & HEIDIEH LEE Amount: $54,048.07, and any other amounts due thereunder.

15. A certified copy of a judgment or an abstract thereof, recorded August 27, 2018 as INSTRUMENT NO. 18-864822 of Official Records. Court: SUPERIOR COURT OF CALIFORNIA, COUNTY OF

LOS ANGELES Case No.: BC617812 Debtor: HENDERSON MECHANICAL SYSTEMS, INC., A

CALIFORNIA CORPORATION ("HENDERSON") AND JAMES PAUL LEE III, AN INDIVIDUAL ("LEE")

Creditor: AMG & ASSOCIATES, INC. Amount: $139,945.68, and any other amounts due

thereunder

16. Intentionally Deleted

17. A certified copy of a judgment or an abstract thereof, recorded FEBRUARY 04, 2019 as INSTRUMENT NO. 19-103282 of Official Records. Court: UNITED STATES DISTRICT COURT, NORTHERN

DISTRICT OF CALIFORNIA Case No.: RG18928141 Debtor: JAMES LEE Creditor: SHEET METAL WORKERS' INT'L TRAINING INST.,

ET AL. Amount: $64,870.06, and any other amounts due

thereunder

18. Any defects, liens, encumbrances or other matters which name parties with the same or similar names as JAMES PAUL LEE. The name search necessary to ascertain the existence of such matters

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has not been completed. In order to complete this preliminary report or commitment, we will require a statement of information.

19. Rights of parties in possession and rights of tenant(s) in the Land, including rights of all parties claiming by, through or under said tenant(s). We will require an approved declaration signed by the seller/seller's authorized agent and the buyer prior to close of this transaction.

20. Water rights, claims or title to water, whether or not shown by the public records.

21. This transaction may be subject to a Geographic Targeting Order ("GTO") issued pursuant to the Bank Secrecy Act. Information necessary to comply with the GTO must be provided prior to the

closing. This transaction will not be insured until this information is submitted, reviewed and found to be complete.

Prior to the issuance of any policy of title insurance, the Company will require:

22. With respect to the trust referred to in the vesting: a. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. b. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. c. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require.

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INFORMATIONAL NOTES

Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction.

1. General and special taxes and assessments for the fiscal year 2018-2019. First Installment: $8,381.10, DEFAULTED Penalty: $838.11 Second Installment: $8,381.08, DEFAULTED Penalty: $848.10 Tax Rate Area: 46-06174 A. P. No.: 4167-028-021

2. This report is preparatory to the issuance of an ALTA Loan Policy. We have no knowledge of any fact which would preclude the issuance of the policy with CLTA endorsement forms 100 and 116 and if applicable, 115 and 116.2 attached. When issued, the CLTA endorsement form 116 or 116.2, if applicable will reference a(n) Single Family Residence known as 1151 9TH STREET, MANHATTAN BEACH, CA.

3. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows: None

NOTE to proposed insured lender only: No Private transfer fee covenant, as defined in Federal Housing Finance Agency Final Rule 12 CFR Part 1228, that was created and first appears in the Public Records on or after February 8, 2011, encumbers the Title except as follows: None

The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.

EXHIBIT "2"

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LEGAL DESCRIPTION

Real property in the City of Manhattan Beach, County of Los Angeles, State of California, described as follows: LOT 24 IN BLOCK 10 OF TRACT NO. 142, IN THE CITY OF MANHATTAN BEACH, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 13, PAGE(S) 182 AND 183, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 4167-028-021

EXHIBIT "2"

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EXHIBIT "2"

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NOTICE

Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible.

EXHIBIT "2"

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EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE)

CLTA STANDARD COVERAGE POLICY – 1990

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect

of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice

of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser

for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters:

(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant;

(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;

(c) resulting in no loss or damage to the insured claimant;

(d) attaching or created subsequent to Date of Policy; or

(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured

mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability

or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors'

rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I

This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments

on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public, records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of

the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights,

claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the public records.

CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)

EXCLUSIONS

In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning:

a. building; b. zoning; c. land use;

EXHIBIT "2"

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d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks:

a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.

5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land.

This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state

insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

LIMITATIONS ON COVERED RISKS

Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar Limit of Liability

Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000

(whichever is less)

Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)



2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys'

fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage

provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in

writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

EXHIBIT "2"

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(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11,

13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is

(a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b).

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE

[Except as provided in Schedule B - Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs,

attorneys' fees or expenses, that arise by reason of: [PART I

[The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such

proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or

that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and

complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or

title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records.

PART II

In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss

or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:]

2006 ALTA OWNER'S POLICY (06-17-06)


The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting,

or relating to




(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

EXHIBIT "2"

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(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 or

10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from

Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real

property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such

proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or

that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and

complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or

title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records.

7. [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.]

ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)


The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting,

or relating to




(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in

writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business

laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the

Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26.

6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the EXHIBIT "2"

Page 56




Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25.

8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.

9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is

(a) a fraudulent conveyance or fraudulent transfer, or

(b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.

10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

EXHIBIT "2"

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Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; Information about your transactions with us, our affiliated companies, or others; and Information we receive from a consumer reporting agency.

Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Information Obtained Through Our Web Site First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above. Business Relationships First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites. Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience. -------------------------------------------------------------------------------- Fair Information Values Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy. Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data. Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner. Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain. Form 50-PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

EXHIBIT "2"

Page 58


http://www.firstam.com/

First American Title Company

4 First American Way Santa Ana, CA 92707

Supplemental Report/Commitment Dated: 04/24/2019

A & A Escrow Services, Inc 415 North Crescent Drive, Suite 320

Beverly Hills, CA 90210 Attn: Antonia Delgado

Phone: (310)550-6055 Fax:

Report/Commitment No.: TOR-5864019 dated as of 02/15/2019

Your Reference: 104453-AA James Paul Lee III and Hedieh Lee, as co-Trustees of The HJCV Family Trust,

U/A dated July 22, 2016

The above referenced report/commitment (including any supplements or amendments thereto) is hereby modified and/or supplemented as follows:

eliminate 8

First American Title Company By: Debbie Tognetti

cc: Mortgage Capital Partners, Inc.

12400 Wilshire Boulevad, Suite 900 Los Angeles, CA 90025 Attn:

EXHIBIT "2"

Page 59


Exhibit “3” Correspondence to Vivint

Page 60


100 Spectrum Center Drive, Suite 600, Irvine, CA 92618 • Tel: 949.340.3400 • Fax: 949.340.3000 3550 Vine Street, Suite 210, Riverside, CA 92507 • Tel: 951.275.9300 • Fax: 951.275.9303

www.shbllp.com

James C. Bastian, Jr.

Shane M. Biornstad*

Lynda T. Bui

Franklin J. Contreras, Jr.

Melissa Davis Lowe

Alan J. Friedman**

Kiara W. Gebhart

Ronald S. Hodges

J. Ronald Ignatuk

Brandon J. Iskander

Rika M. Kido

Andrew J. Lee

David Marion

Ryan O’Dea

Gary A. Pemberton

Lauren E. Raya

Leonard M. Shulman

________

Of Counsel to the Firm

Michael J. Petersen***

A. Lavar Taylor

*Also admitted to

practice in Nevada

**Also admitted to

practice in Texas

***Also admitted to

practice in Wisconsin;

Minnesota and Illinois

Brandon J. Iskander Attorney at Law

[email protected]

Please reply to Riverside

May 7, 2019

Via Certified Mail David Bywater, CEO Vivint Solar Developer, LLC 1800 W. Ashton Boulevard Lehi, Utah 84043

Re: In re Hedieh Lee Case No. 2:18-bk-16010-BB

Dear Mr. Bywater:

I write on behalf of John J. Menchaca, Chapter 7 trustee (“Trustee”) for the bankruptcy estate (“Estate”) of Hedieh Lee (“Debtor”) in regard to a solar energy producer contract entered into between Vivint Solar Developer, LLC and James and Hedieh Lee regarding the real property located at 1151 9th Street, Manhattan Beach, California 90266 (“Manhattan Beach Property”). A true and correct copy of the recorded Notice of An Independent Solar Energy Producer Contract is enclosed with this letter for your convenience.

As you may or may not know, when the Debtor filed for bankruptcy on May 24, 2018, all property of Hedieh Lee, including the Manhattan Beach Property became property of the Estate. 11 U.S.C. §§ 301, 541. On November 6, 2018, the United States Bankruptcy Court for the Central District of California, Los Angeles Division converted the above case to one under Chapter 7 of the Bankruptcy Code and John J. Menchaca was appointed as Chapter 7 Trustee for the Estate. True and correct copies of the Order Converting and the Court’s docket reflecting the Trustee’s appointment are also attached hereto for your reference. As of November 6, 2018, the Trustee became the sole party in interest with legal and equitable control over all assets of Hedieh Lee, including the Manhattan Beach Property.

Pursuant to Section 365 of the Bankruptcy Code (11 U.S.C. § 365(d)), any leases or executory contracts into which Mrs. Lee previously entered expired, were rejected, and are now terminated and void because sixty (60) days after November 6, 2018 lapsed without any action by the Trustee to assume or assign them. Among the rejected contracts is Vivint’s Independent Solar Energy Producer Contract. Since March 2019, I have been attempting to reach a representative of Vivint to visit the Manhattan Beach Property to reclaim whatever solar panels had been financed because Vivint’s contract

EXHIBIT "3"Page 61


Account Representative May 7, 2019 Page 2 with Hedieh Lee and James Lee is now void. Your representatives have failed to respond or pick up your equipment, which is now impacting the Trustee’s efforts to sell the Manhattan Beach Property.

Your company’s failure to respond timely to my inquiries on behalf of the Trustee is damaging my client and amounts to interference with a bankruptcy estate, sanctionable by contempt of court, fine, or bodily detention. I urge you to contact me immediately and make arrangements to remove the solar panels which currently are affixed to the Manhattan Beach Property or I will have no choice but to commence legal action against you to collect damages for your failure to cooperate.

Please advise as soon as possible when you will be removing the solar panels affixed to the Manhattan Beach Property. If I do not within seven (7) days from the date of this letter receive an adequate response by a knowledgeable person with authority to undertake the Trustee’s requested removal of solar panels, I will take immediate action to rectify the situation. If you have any questions or would like to request any information, please call or email me at your earliest convenience.

Very truly yours, SHULMAN HODGES & BASTIAN LLP

Brandon J. Iskander BJI/nc Enclosures cc: John J. Menchaca, Chapter 7 Trustee (Via Email)

Lynda T. Bui, Esq. (i/o) First Associates Loan Servicing (Via Certified Mail)

5564-000\1361145.1

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PETER C. ANDERSON UNITED STATES TRUSTEE JILL M. STURTEVANT, State Bar No. 089395 ASSISTANT UNITED STATES TRUSTEE KENNETH G. LAU, State Bar No. 155314 TRIAL ATTORNEY OFFICE OF THE UNITED STATES TRUSTEE 915 Wilshire Blvd., Ste. 1850 Los Angeles, California 90017 (213) 894-4480 telephone (213) 894-2603 facsimile Email: [email protected]


CENTRAL DISTRICT OF CALIFORNIA


In re: HEDIEH LEE,

Debtor(s).

) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Case No.: 2:18-bk-16010 BB Chapter 11 ORDER CONVERTING CASE TO CHAPTER 7 UNDER MAY 29, 2018 ORDER SETTING SCHEDULING AND CASE MANAGEMENT CONFERENCE Hearing Date: October 17, 2018 Time: 10:00 a.m. Place: Courtroom 1539 255 E. Temple St. Los Angeles, CA 90012

On October 17, 2018 at 10:00 a.m., a continued, noticed Case Management Conference was

held under the Court’s May 29, 2018 Scheduling and Case Management Conference Order, Docket

#7. As noted on the record, Trial Attorney Kenneth G. Lau appeared on behalf of the U.S. Trustee;

while Counsel of Record Onyinye N. Anyama (“Debtor’s Counsel”) appeared on behalf of Debtor

Hedieh Lee.

After consideration of the pleadings recently filed in this matter, in conjunction with the oral

status reports from Debtor’s Counsel, and by the U.S. Trustee, regarding the present compliance

deficiencies of the Debtor,

FILED & ENTERED

NOV 06 2018

CLERK U.S. BANKRUPTCY COURTCentral District of CaliforniaBY DEPUTY CLERKpenning


EXHIBIT "3"Page 66


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THE COURT HEREBY FINDS:

A. Formal notice has previously been given that the Court may, at any status conference

held under the May 29, 2018 Order Setting Scheduling and Case Management

Conference, do, “… without further notice: … 2. convert the case to another

chapter;…”;

B. That despite an extended bankruptcy stay under the prior, dismissed Chapter 11

bankruptcy of Debtor’s husband, James Paul Lee, III, Case No. 2:18-bk-10687 BB

and the concurrent chapter 11 bankruptcy of Debtor’s husband’s business,

Henderson Mechanical, Case No. 2:18-bk-13960 ER, Debtor has made little

meaningful progress towards a substantive avenue to an effective reorganization; so,

C. Sufficient cause for the case to be immediately dismissed has been shown under 11

U.S.C. §§ 105 and 1112(b)(4)(A).

NOW THEREFORE, for GOOD CAUSE APPEARING,

IT IS HEREBY ORDERED that this case is CONVERTED TO CHAPTER 7, effective

upon the date the Court enters its order; and

IT IS FURTHER ORDERED that the United States Trustee is GRANTED a JUDGMENT

claim in the converted chapter 7 case in the estimated cumulative amount of $975.00 for quarterly

fees due for the 3rd and 4th Quarters 2018 in this case. Quarterly fees continue to accrue until an

order is entered and are assessed interest pursuant to 31 U.S.C. §3717 if not paid timely.

IT IS SO ORDERED.

# # #

Date: November 6, 2018


EXHIBIT "3"Page 67



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Exhibit “4” Certification of Trust

Page 69


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EXHIBIT "4"Page 72


EXHIBIT "4"Page 73


Exhibit “5” Purchase Agreement

Page 74


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Exhibit “6” Abstract of Judgment – LA Arena

Page 100


Branch :A14,User :DTOG

Comment:

Station Id :KUB I

•

PLEASE COMPLETE THIS INFORMATION

RECORDING REQUESTED BY:

Richard D. Buckley, Jr.

AND WHEN RECORDED MAIL TO:

Richard D. Buckley, Jr. ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065

ABSTRACT OF JUDGMENT - Civil and Small Claims (Please fill in document title(s) on Ons line)

TIIIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording Fee applies)

9 95 Rec.Form 41125

LOS ANGELES,CA

Page 2 of 4 Printed on 2/6/2019 9:28:40 AM

Document: JO 2018.221687 EXHIBIT "6"Page 101


Branch :A14,User :DTOG Comment: Station Id :KUBI

EJ-001 ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, rest. Slate Bar number:and telephone number) Rev:yang requested by and return To

Richard a Buckley, Jr. (SBN 190431) Arent Fox LLP 555 West 59, Street, 489, Floor Los Angeles, California 90013 TEL NO 213-629-7400 FAX NO (Optional) 213-629-7401 E-MAIL ADDRESS (Weaned [email protected] El ATTORNEY ERI JUDGMENT D ASSIGNEE OF

FOR CREDITOR RECORD

SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles STREET ADDRESS 111 North Hill Street

MAILING ADDRESS 111 North Hill Street CITY AND ZIP CODE Los Angeles, California 90012

BRANCH NAME Central District - Stanley Mosk Courthouse

FOR RECORDER'S USE ONLY

PLAINTIFF' L.A. Arena Funding, LLC

DEFENDANT James Lee, an individual

CASE NUMBER

BC654321

ABSTRACT OF JUDGMENT—CIVIL AND SMALL CLAIMS D Amended

1. The Go judgment creditor El assignee of record applies for an abstract of judgment and represents the following' a. Judgment debtor's

Name and last known address

FOR COURT USE ONLY

James Lee, an individual; 4550 Saloma Avenue. Sherman Oaks, California 91403

L_ b. Drivers license no. gest 4 digits] and state: Unknown

c Social security no. [last 4 digits]: Z Unknown d Summons or notice of entry of sister-state judgment was personally served or mailed to (name and address):

James Lee, an individual, via substituted service on Karla R. - Occupant, at 4550 Saloma Avenue, Sherman Oaks, California 91403

2 0 Information on additional judgment debtors is shown on page 2.

3. Judgment creditor (name and address): L.A. Arena Funding, LLC, a Delaware limited liability company; 800 West Olympic Boulevard, Suite 305, Los Angeles, California 90015

'Date' January q 2018 Richard D. Buckley, Jr.

(TYPE OR PRINT NAME)

0 Information on additional judgment creditors is shown on page 2.

D Original abstract recorded in this county:

Date: Instrument No.:

(SIGNATURE OF APPLICANT ORATTORNEY)

Total amount of judgment as entered or last renewed: $75,643.92

All judgment creditors and debtors are listed on this abstract.

a. Judgment entered on (date): August 21, 2017 b. Renewal entered on (date).

9 0 This judgment is an installment judgment.

10. D An D execution lien fl attachment lien is endorsed on the judgment as follows:

Amount: $ In favor of (name and addn3ss):

11. A stay of enforcement has not been ordered by the court.

D been ordered by the court effective until (date):

12. a. Eg I certify that this is a true and correct abstract of, the judgment entered in this action,

b. fl cA c rtiti y of the judgment is attached.

Clerk, by Deputy allY ENCINAS

PER RIt CART6R

This abstract issued on (date):

FEB 1 2018

Faro Adopted for Mandalay Use udiael Gouda of Catifcmca

EJ-COI (Rev July 1,2014]

ABSTRACT OF JUDGMENT—CIVIL AND SMALL CLAIMS

Page 1 of Code of Civil Procedure. §e 188 480.

674 ma MO

Printed on 2/6/2019 9:28:41 AM Page 3 of 4 LOS ANGELES,CA



Driver's license no. [last 4 digits] and state:

Social secunty no [last 4 digits]:

Unknown

Unknown

Driver's license no. [last 4 digits] and state;

D Unknown

Social security no [last 4 digits] D Unknown

Comment: Station Id :KUBI Branch :A14,User :DTOG

7

BC654321

PLAINTIFF: LA. Arena Funding, LL.0

DEFENDANT. James Lee, an individual

COURT CASE NO

NAMES AND ADDRESSES OF ADDITIONAL JUDGMENT CREDITORS:

13. Judgment creditor (name and address): 14. Judgment creditor (name and address):

15 U Continued on Attachment 15.

INFORMATION ON ADDITIONAL JUDGMENT DEBTORS:

16. Name and last known address 17. Name and last known address

-I I-

L_ _J L Driver's license no. [last 4 digits] and state. Driver's license no. [last 4 digits] and state

Unknown

Social security no. [last 4 digits]: El Unknown Social security no. [last 4 digits]: o o Unknown

Unknown

Summons was personally served at or mailed to (address): Summons was personally served at or mailed to (address):

18. Name and last known address 19. Name and last known address

-1 I-

L


20. El Continued on Attachment 20.

EJ-001 [Rev January 1,20141 ABSTRACT OF JUDGMENT—CIVIL AND SMALL CLAIMS

Pape 2 of 2

Amerkan14124INK 010-yowv4Ferm4Wo0Flove covy

Printed on 2/6/2019 9:28:41 AM LOS ANGELES,CA Page 4 of 4

Document: JG 2018.221687 EXHIBIT "6"Page 103


Exhibit “7” IRS Tax Liens

Page 104


A 044165

I II II

Ill II 11

11111 II

II 011

THIS FORM IS NOT TO BE DUPLICATED

Branch :A14,User :DTOG Comment: Station Id :KUB I

A This page is part of your document - DO NOT DISCARD A

Pages: 0002

II

of 1.05.4%.

ATLI Nr„

+ Or, i

prpt#

AtIFORI*

20180654324 I iiii ii i11111 ii rnuiv i11 Recorded/F ed in Off cial Re o d

Recorders Off ce, Los Angeles County, California

06/29/18 AT 11:26AM

FEES: 20.00

TAXES: 0.00

OTHER* 0.00

PAID: 20.00

A

11111 III sl 1I) E1

1 ID 11 I I IV 201806292890017

uII

00016363734

11111111111 0 91101 SEQ:

85

DAR - Mail Intake)

II NI

Page I of 2 Printed on 2/6/2019 9:28:44 AM LOS ANGELES,CA

Document: LN 2018.654324 EXHIBIT "7"Page 105


Signature

for LEON BROWN

atrait_ 4 17 a

27-99-6707 Title INSOLVENCY SPEC (213) 372-4287

Comment: Station Id :KUB I Branch :A14,User :DTOG

i'111111111111,111r111111`1111511Batch Number 9

0i"34

For Optional Use by Recording Office

Recording Requested By Internal Revenue Service. When recorded mail to:

INTERNAL REVENUE SERVICE PO BOX 145595, STOP 84200 CINCINNATI, OH 45250-5585

Form 668 (Y)(c) (Rev. Febtuaw 20041

1699 Department of the Treasury - Internal Revenue Service

Notice of Federal Tax Lien Area: SMALL BUSINESS/SELF EMPLOYED AREA #7

Lien Unit Phone: (800) 913-6050

Serial Number 310882918

As provided by section 6321, 6322, and 6323 of the Internal Revenue Code, we are giving a notice that taxes (including interest and penalties) have been assessed against the Following-named taxpayer. We have made a demand for payment of this liability, but it remains unpaid. Therefore, there Is a lien In favor of the United States on all property and rights to property belonging to this taxpayer for the amount of these taxes, and additional penalties, interest, and costs that may accrue.

Name of Taxpayer JAMES P LEE III

Residence

1151 9TH ST MANHATTAN BEACH, CA 90266

I IMPORTANT RELEASE INFORMATION: For each assessment listed below, unless notice of he lien Is reified by the date given in column (el, this notice shall, on the day following such date, operate as a certificate of release as defined in IBC 6325(a).

Kind of Tax (a)

Tax Period Ending

(Is) Identifying Number

(c)

Date of Assessment

(d)

Last Day for Refiling

(8)

Unpaid Balance of Assessment

(f) 1040 12/31/2009 XXX-KK-4668 10/05/2015 11/04/2025 17505.31

Place of Filing COUNTY RECORDER LOS ANGELES COUNTY Total NORWALK, CA 90650

$ 17505.31

This notice was prepared and signed at OAKLAND, CA the 05th day of June , 2018.

on this,

(NOTE: Certificate of officer authorized by low to take acknowl dgment is not essential to the validity of Notice of Federal Tax lien Rev. Rul. 71-466, 1971 -2 C.B. 409)

Form 668(Y)(c) (Rev. 2-2004) Part I • Kept By Recording Office CAT. NO 60025X

Page 2 of 2 Printed on 2/6/2019 9:28:45 AM LOS ANGELES,CA



II VI II II 20180654325

IlUll 111111 1111 Recorded F ed in Off ci I Records


06/29/18 AT 11:26AM

Pages: 0002

II UI

II UI

1,1111111HIEJIITI

11211121112I900111

Comment: Station Id :KUB1 Branch :A14,User :DTOG

A This page is part of your document - DO NOT DISCARD

FEES: 20.00

TAXES: 0.00

OTHER: 0.00

PAID: 20.00

A

00016363737

1101 11 11

11 11

A

LOS ANGELES,CA

Document: LN 2018.654325

E24011

009148790

SEQ: 86

DAR - Mail (Intake)

In I Dill I 1111111101111 11111 11 111

II I II III l 11111 Il I IIMI II


Page I of 2

A

Printed on 2/6/2019 9:28:45 AM

EXHIBIT "7"Page 107


Signature

for LEON BROWN

4111„„_ 4 !JP

27-99-6707 Title INSOLVENCY SPEC (213) 372-4287


111(11111111,1191.1.1(1737 11E111111111u mit

For Optional Use by Recording Office

Recording Requested By Internal Revenue Service. When recorded mall to:

INTERNAL REVENUE SERVICE PO BOX 145595, STOP 8420G CINCINNATI, OH 45250-5585

Form 668 (Y)(c) (Rev. February 20041

1699 Department of the Treasury - Internal Revenue Service

Notice of Federal Tax Lien Area: SMALL BUSINESS/SELF EMPLOYED AREA #7

Lien Unit Phone: (800) 913-6050

Serial Number 310884018

As provided by section 6321, 6322, and 6323 of the Internal Revenue Code, we are giving a notice that taxes (including interest and penalties) have been assessed against the following-named taxpayer. We have made a demand for payment of this liability, but it remains unpaid. Therefore, there is a lien In favor of the United States on all property and rights to property belonging to this taxpayer for the amount of these taxes, and additional penalties, interest, and costs that may accrue.

Name of Taxpayer JAMES P LEE III & HEIDIEH LEE

Residence

1151 9TH ST MANHATTAN BEACH CA 90266

I IMPORTANT RELEASE INFORMATION: For each assessment listed below, unless notice of he lien is ref lied by the date 1 given in column (e), this notice shall, on the day following such date, operate as a certificate of release as defined In IRC 6325(a).

Kind of Tax (a)

Tax Period Ending

(b) Identifying Number

(c)

Date of Assessment

(d)

Last Day for Refilling

(e)

Unpaid Balance of Assessment

(1)

1040 1040 1040

12/31/2010 12/31/2011 12/31/2012

XXX-XX-4668 XXX-XX-4668 XXX-fl-4668

10/29/2012 07/06/2015 07/06/2015

11/28/2022 08/05/2025 08/05/2025

1765.77 33096.86 19185.44

PlaceofFMng COUNTY RECORDER LOS ANGELES COUNTY Total NORWALK, CA 90650

$ 54048.07

This notice was prepared and signed at OAKLAND, CA the 05th day of June , 2018.

on this,

(NOTE: Certificate of officer authorized by law to take acknowl figment is not essential to the validity of Notice of Federal Tax lien Rev. Rul. 71-466, 1971 -2 C.B. 409)

Part 1 - Kept By Recording Office Form 6611(Y)(c) (Rev. 2-2004)

CAT. NO 60025X




Exhibit “8” IRS Proof of Claim

Page 109


Official Form 410

Name of the current creditor (the person or entity to be paid for this claim)

Department of the Treasury - Internal Revenue Service

Claim number on court claims registry (if known) Filed on: 07/18/2018

Where should notices to the creditor be sent?

Contact phone 1-800-973-0424

Proof of Claim Read the instructions before filling out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form to make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

Debtor 1 HEDIEH LEE

United States Bankruptcy Court for the: CENTRAL District of CALIFORNIA

Case number 2:18-BK-16010-BB

Identify the Claim

1. Who is the current creditor?

Other names the creditor used with the debtor

2. Has this claim been acquired from someone else?

No

Yes. From whom?

3. Where should notices and payments to the creditor be sent?

Where should payments to the creditor be sent? (if different)

Federal Rule of Bankruptcy Procedure (FRBP) 2002(g)

Contact email

Contact phone (213) 372-4287

Contact email

04/16

4. Does this claim amend one already filed?

No

Yes.

5. Do you know if anyone else has filed a proof of claim for this claim?

No

Yes. Who made the earlier filing?

Fill in this information to identify the case:

Debtor 2(Spouse, if filing)

Part 1:

Name

Internal Revenue Service

Number Street

P.O. Box 7346

City State ZIP Code

Philadelphia PA 19101-7346

Creditor Number: 38634089

Uniform claim identifier for electronic payments in chapter 13 (if you use one)

__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __

MM / DD / YYYY

6

(State)


Name

Number Street

Insolvency Group 1 300 North Los Angeles St, M/S 5022

City State ZIP Code

Los Angeles CA 90012

Case 2:18-bk-16010-BB Claim 6-2 Filed 09/18/18 Desc Main Document Page 1 of 4

EXHIBIT "8"Page 110


6. Do you have any number you use to identify the debtor?

7. How much is the claim? $ 73,669.04

9. Is all or part of the claim secured?

Does this amount include interest or other charges?

Nature of property:

Value of Property: $

Motor Vehicle

Real Estate. If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim Attachment (Official Form 410-A) with this Proof of Claim.

Other. Describe:

Annual Interest Rate (when case was filed) 5 %

Basis for perfection: See Attachment Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (forexample, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien hasbeen filed or recorded.)

Amount of the claim that is secured: $ 55,194.25

Amount of the claim that is unsecured: (The sum of the secured and unsecured amounts should match the amount in line 7.)

Fixed

Variable

Part 2: Give Information About the Claim as of the Date the Case Was Filed

No

Yes. Attach statement itemizing interest, fees, expenses, or other charges required by Bankruptcy Rule 3001(c)(2)(A).

8. What is the basis of the claim?

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information.

Taxes

No

Yes. The claim is secured by a lien on property.

Amount necessary to cure any default as of the date of the petition: $

10. Is this claim based on a lease?

No

Yes. Amount necessary to cure any default as of the date of the petition. $

11. Is this claim subject to a right of setoff?

No

Yes. Identify the property

$ 18,474.79

NoYes. Last 4 digits of the debtor's account or any number you use to identify the debtor: See Attachment

See Attachment

*All of debtor(s) right, title and interest to property - 26 U.S.C. §6321.


EXHIBIT "8"Page 111


12. Is all or part of the claim entitled to priority under 11 U.S.C. §507(a)?

Domestic support obligations (including alimony and child support) under11 U.S.C. § 507(a)(1)(A) or (a)(1)(B).

Wages, salaries, or commissions (up to $12,850*) earned within 180 days before the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. 11 U.S.C. § 507(a)(4).

Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5).

Up to $2,850* of deposits toward purchase, lease, or rental of property or services for personal, family, or household use. 11 U.S.C. § 507(a)(7).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

Other. Specify subsection of 11 U.S.C. § 507(a)(__) that applies.

*Amounts are subject to adjustment on 4/01/19 and every 3 years after that for cases begun on or after the date of adjustment.

12,396.66

09/17/2018

I am the creditor.

I am the creditor's attorney or authorized agent.

I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

(Signature)

Contact Phone (213) 372-4287 Email:

I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.

No

Yes. Check all that apply:

Amount entitled to priority

$

$

$

$

$

$

A claim may be partly priority and partly nonpriority. For example, in some categories, the law limits the amount entitled to priority.

Part 3: Sign Below

The person completing thisproof of claim must sign and date it. FRBP 9011(b).

If you file this claim electronically, FRBP 5005(a)(2) authorizes courts to establish local rules specifying what a signature is.


I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is trueand correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on dateMM / DD / YYYY

Check the appropriate box:

/s/ LEONARD BROWN

Print the name of the person who is completing and signing this claim:

Name

Title

Company

Address

Number Street

City State ZIP Code

Identify the corporate servicer as the company if the authorized agent is a servicer.

LEONARD First name Middle name Last name

BROWN


Bankruptcy Specialist

Insolvency Group 1 300 North Los Angeles St, M/S 5022

Los Angeles CA 90012


EXHIBIT "8"Page 112


of 1

Proof of Claim for

Department of the Treasury/Internal Revenue Service

Internal Revenue TaxesCase Number

410FormAttachment

2:18-BK-16010-BB

Type of Bankruptcy Case

CHAPTER 11

Date of Petition

05/24/2018Amendment No. 1 to Proof of Claim dated 07/17/2018.

In the Matter of: HEDIEH LEE2109 W 157TH ST APT .12GARDENA, CA 90249

The United States has not identified a right of setoff or counterclaim. However, this determination is based on available data and is not intended to waive any right to setoff against this claim debts owed to this debtor by this or any other federal agency. All rights of setoffare preserved and will be asserted to the extent lawful.

Secured Claims (Notices of Federal tax lien filed under internal revenue laws before petition date)

TaxpayerKind of Tax

Tax Date TaxTax Due

Penalty to Interest to Notice of Tax Lien Filed:

XXX-XX-8326

XXX-XX-8326

XXX-XX-8326

INCOME

INCOME

INCOME

12/31/2010

12/31/2011

12/31/2012

$0.00

$16,991.00

$11,561.00

$1,545.01

$12,919.42

$5,804.64

$258.21

$3,888.32

$2,226.65

10/29/2012

07/06/2015

07/06/2015

$55,194.25Total Amount of Secured Claims:

$28,552.00 $20,269.07 $6,373.18

Unsecured Priority Claims under section 507(a)(8) of the Bankruptcy Code

Taxpayer

ID Number Kind of Tax Tax Period Date Tax Assessed Tax Due

Interest to

Petition Date

XXX-XX-4668

XXX-XX-4668

XXX-XX-8326

XXX-XX-8326

XXX-XX-4668

INCOME

INCOME

INCOME

INCOME

INCOME

12/31/2013

12/31/2014

12/31/2015

12/31/2016

12/31/2017

$1,893.00

$761.00

$829.00

$6,022.00

$1,373.40

$364.90

$596.01

$232.03

$317.96

$7.36

10/01/2018

07/09/2018

06/18/2018

06/18/2018

NOT FILED1

$12,396.66

$10,878.40 $1,518.26

Total Amount of Unsecured Priority Claims:

XXX-XX-8326 INCOME 12/31/2009 $0.00 $29.8302/14/2011

Taxpayer

ID Number Kind of Tax Tax Period Date Tax Assessed Tax Due

Interest to

Petition Date

$5,685.60Penalty to date of petition on unsecured priority claims (including interest thereon) . . . . . .

$362.70Penalty to date of petition on unsecured general claims (including interest thereon) . . . . . .

$6,078.13Total Amount of Unsecured General Claims:

Unsecured General Claims

1 THE ABOVE LIABILITY HAS BEEN LISTED AS A POTENTIAL LIABILTITY FOR THE DEBTOR BECAUSE THE RETURN HAS NOT BEEN FILED. AS SOON AS THE DEBTOR FILES THE RETURN WITH THE IRS AS RE- QUIRED BY LAW THIS CLAIM WILL BE ADJUSTED TO REFLECT THE ASSESSED LIABILITY.

ID Number Period Assessed Petition Date Petition Date Office LocationDate

Right to Setoff

Right to Setoff

Right to Setoff


EXHIBIT "8"Page 113


Exhibit “9” EDD Tax Lien

Page 114


By Authorized Representative


RECORDING REQUESTED BY: STATE OF CALIFORNIA

EMPLOYMENT DEVELOPMENT DEPARTMENT 888-745-3886

WHEN RECORDED MAIL TO: STATE OF CALIFORNIA

EMPLOYMENT DEVELOPMENT DEPARTMENT LIEN GROUP, MIC 920

PO BOX 826880 'SACRAMENTO, CA 94280-0001

RECORDED/FILED IN OFFICIAL RECORDS ,

RECORDER'S OFFICE

LOS ANGELES COUNTY

CALIFORNIA

20181136514 11/09/2018 09:00:15

$0.00

NOTICE OF STATE TAX LIEN (Filed pursuant to Section 7171 of the Government Code)

JAMES P. LEE III

1151 9TH ST MANHATTAN BEACH CA 90266-6015

Letter ID.1 1084644256

XXX-XX-4668

LOS ANGELES

Certificate No. G002343344

TAX PERIOD TAX PENALTY INTEREST TOTAL

01/01/2014 $226,718.31 $100,776.32 $24,460.23 $351954.86 to

09/30/2017

Interest calculated through 11/08/2018

The Director of the Employment Development Department hereby certifies the above is liable to the State of California for amounts due and required to be paid as determined under the provisions of the California Unemployment Insurance Code, the Revenue and Taxation Code, or both.

THE AMOUNT OF DELINQUENCY ABOVE SET FORTH SHALL BE A LIEN UPON ALL REAL OR PERSONAL PROPERTY AND RIGHTS TO SUCH PROPERTY, INCLUDING ALL AFTER-ACQUIRED PROPERTY AND RIGHTS TO PROPERTY BELONGING TO THE ABOVE NAMED.

Date. 1 1 /08/201 8 At Sacramento, California

The Director of the Employment Development Department has complied with all provisions of the California Unemployment Insurance Code in the computation and levy of the amount assessed and has caused this notice of hen to be issued by a duly authorized representative.

This agency has adopted the use of a facsimile signature as affixed above.

WAZAIRevi042




Exhibit “10” EDD Proof of Claim

Page 116


Proof of Claim

X

X

X

United States Bankruptcy Court for the: CENTRAL District of CALIFORNIA

Debtor 1 JAMES P. LEE III

Case number 18-16010

Read the instructions before filing out this form. This form is for making a claim for payment in a bankruptcy case. Do not use this form tomake a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.

Who is the currentcreditor?

Has this claim beenacquired fromsomeone else?

Where should noticesand payments to thecreditor be sent?

Federal Rule ofBankruptcy Procedure(FRBP) 2002(g)

Does this claim amendone already filed?

Do you know if anyoneelse has filed a proofof claim for this claim?

EMPLOYMENT DEVELOPMENT DEPARTMENTName of the current creditor (the person or entity to be paid for this claim)Other names the creditor used with the debtor

Where should payments to the creditor be sent? (ifdifferent)

Filed on:

(916) 464-2888

[email protected]

EMPLOYMENT DEVELOPMENT DEPARTMENTBankruptcy Group MIC 92EPO Box 826880Sacramento, CA 94280-0001

Debtor 2

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of anydocuments that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts, judgments,mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available,explain in an attachment.


Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.

page 1DE 6470 Rev. 1 (12-16)

Fill in this information to identify the case:

Official Form 410Proof of Claim 12/15

Part 1: Identify the Claim

1.

2.

3.

4.

5.

NoYes. From whom?

Where should notices to the creditor be sent?

Contact phone

Contact email

Contact phone

Contact email

Uniform claim identified for electronic payments in chapter 13 (if you use one):

NoYes. Claim number on court claims registry (if known)

NoYes. Who made the earlier filing?

(Spouse, if filing)

MM / DD / YYYY

Case 2:18-bk-16010-BB Claim 11 Filed 03/21/19 Desc Main Document Page 1 of 5

EXHIBIT "10"Page 117


Proof of Claim

Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.

Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).

Limit disclosing information that is entitled to privacy, such as health care information.

Fail to file required taxes;

Yes. Amount necessary to cure any default as of the date of the petition.

(The sum of the secured and unsecuredamounts should match the amount in line 7.)

$0.00

$0.00

$0.00

X

Do you have any numberyou use to identify thedebtor?

X Yes. Last 4 digits of the debtor's account or any number you use to identify the debtor: XXXX-XXX4048

How much is the claim?

What is the basis of theclaim?

Is all or part of the claimsecured?

Is this claim based on alease?

Is this claim subject to aright of setoff?

$381,259.88

X Attach statement itemizing interest, fees, expenses, or othercharges required by Bankruptcy Rule 3001(c)(2)(A).

Does this amount include interest or other charges?

Yes. The claim is secured by a lien on property.

If the claim is secured by the debtor's principal residence, file a Mortgage Proof of ClaimAttachment (Official Form 410-A) with this Proof of Claim.

Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (forexample, a mortgage, lien, certificate of title, financing statement, or other document that shows the lien hasbeen filed or recorded.)

Annual Interest Rate (when case was filed)

X

Yes. Identify the property:

X

0.00%

$0.00

Nature of property:

page 2DE 6470 Rev. 1 (12-16)

Part 2: Give Information About the Claim as of the Date the Case Was Filed

6. No

7.

8.

9.

10.

11.

NoYes.

No

Real estate.

Motor vehicleOther. Describe:

Basis for perfection:

Value of property:

Amount of the claim that is secured:

Amount of the claim that is unsecured:

Amount necessary to cure any default as of the date of the petition:

FixedVariable

No

No




Proof of Claim

Is all or part of the claimentitled to priority under11 U.S.C. § 507(a)?

A claim may be partlypriority and partlynonpriority. For example,in some categories, thelaw limits the amountentitled to priority.

Yes. Check all that apply:X

Domestic support obligations (including alimony and child support) under11 U.S.C. § 507(a)(1)(A) or (a)(1)(B).

Up to $2,775* of deposits toward purchase, lease, or rental of property or services forpersonal, family, or household use. 11 U.S.C. § 507(a)(7).

Wages, salaries, or commissions (up to $12,475*) earned within 180 days before thebankruptcy petition is filed or the debtor's business ends, whichever is earlier.11 U.S.C. § 507(a)(4).

Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

Contributions to an employee benefit plan. 11 U.S.C. § 507(a)(5).

Other. Specify subsection of 11 U.S.C. § 507(a)() that applies.

* Amounts are subject to adjustment on 4/01/16 and every 3 years after that for cases begun on or after the date of adjustment.

Amount entitled to priority

X

The person completingthis proof of claim mustsign and date it.FRBP 9011(b).

If you file this claimelectronically, FRBP5005(a)(2) authorizescourts to establish localrules specifying what asignature is.

A person who files afraudulent claim could befined up to $500,000,imprisoned for up to 5years, or both.18 U.S.C. §§ 152,157, and3571.

X

I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating theamount of the claim, the creditor gave the debtor credit for any payments received toward the debt.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is trueand correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on date March 18, 2019

/s/ MARY HERRICK

MARY HERRICK

EMPLOYMENT DEVELOPMENT DEPARTMENT

(916) 464-2888 [email protected]

Bankruptcy Group MIC 92EPO Box 826880Sacramento, CA 94280-0001

241,192.94

0.00

page 3DE 6470 Rev. 1 (12-16)

Part 3: Sign Below

12. No

$

$

$

$

$

$

Check the appropriate box:

I am the creditor.

I am the creditor's attorney or authorized agent.I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

Signature

Print the name of the person who is completing and signing this claim:

Name

Title

Company

Address

Contact phone

First name Middle name Last name

Tax Administrator

Identify the corporate servicer as the company if the authorized agent is a servicer.

Email

0.00

0.00

0.00

0.00

MM / DD / YYYY




State of California

Employment Development Department (EDD)

Summary Itemization of Proof of Claim_______________________________________________________________________________________________________

In the Matter of: JAMES P. LEE III_______________________________________________________________________________________________________

This claim is based on unpaid California payroll taxes under Section 507(a)(8) (C) of the United States Bankruptcy Code (USBC) for State Disability Insurance(SDI) and State Personal Income Tax (PIT) withholdings (trust funds) and Section 507(a)(8) (E) for Unemployment Insurance (UI) and Employment Training Tax(ETT) (non-trust-funds).

EDD Identification Number(s):XXXX-XXX4048

Attachment Case Number: 18-16010

Petition Date: 05/24/18

Note: Interest continues to accrue on all amounts included in this claim until paid or discharged.

$105,721.31

$9,433.79

Unsecured Claims

$24,911.84

$0.00

Total Amount of Unsecured Claims $140,066.94

2) Interest not included in the priority claim.

Non-Priority USBC Section 507(a)(8)(E) Unemployment Insurance and/or EmploymentTraining Tax (ETT).

Overpayment of Unemployment Insurance and/or Disability Insurance Benefitsfor which this Debtor is liable under Section(s) 1375/2735 of the CaliforniaUnemployment Insurance Code.

1) Penalty to 05/24/18.

3)

4)

Priority Claims under Section 507(a)(8) of the Bankruptcy Code

Account Total

507(a)(8)(E) Taxes

Tax Period

EDDAccount No. Interest Date To 05/24/18

507(a)(8)(C) Taxes

XXX-4858-X 7/1/2017 To 9/30/2017 $14,886.06 $9,547.54 $555.12 $24,988.72

XXX-4858-X 4/1/2017 To 6/30/2017 $14,868.17 $9,411.30 $803.21 $25,082.68

XXX-4858-X 1/1/2017 To 3/31/2017 $13,809.95 $9,262.23 $1,060.03 $24,132.21

XXX-4858-X 10/1/2016 To 12/31/2016 $14,932.23 $9,618.41 $1,320.27 $25,870.91

XXX-4858-X 7/1/2016 To 9/30/2016 $14,829.78 $9,157.71 $1,503.13 $25,490.62

XXX-4858-X 4/1/2016 To 6/30/2016 $14,796.62 $8,866.37 $1,671.07 $25,334.06

XXX-4858-X 1/1/2016 To 3/31/2016 $0.00 $0.00 $90.27 $90.27

XXX-4858-X 1/1/2016 To 3/31/2016 $6,800.94 $5,242.99 $947.05 $12,990.98

XXX-4858-X 10/1/2015 To 12/31/2015 $6,781.04 $4,794.92 $1,004.45 $12,580.41

XXX-4858-X 7/1/2015 To 9/30/2015 $0.00 $0.00 $115.04 $115.04

XXX-4858-X 7/1/2015 To 9/30/2015 $6,800.94 $4,808.99 $1,101.33 $12,711.26

XXX-4858-X 4/1/2015 To 6/30/2015 $6,800.78 $4,807.88 $1,199.76 $12,808.42

XXX-4858-X 1/1/2015 To 3/31/2015 $0.00 $0.00 $137.85 $137.85

XXX-4858-X 1/1/2015 To 3/31/2015 $6,800.78 $0.00 $759.83 $7,560.61

XXX-4858-X 10/1/2014 To 12/31/2014 $6,899.32 $0.00 $825.87 $7,725.19

XXX-4858-X 7/1/2014 To 9/30/2014 $6,899.50 $0.00 $885.81 $7,785.31

XXX-4858-X 4/1/2014 To 6/30/2014 $6,899.50 $0.00 $944.91 $7,844.41

XXX-4858-X 1/1/2014 To 3/31/2014 $0.00 $0.00 $40.05 $40.05

XXX-4858-X 1/1/2014 To 3/31/2014 $6,899.50 $0.00 $1,004.44 $7,903.94

$241,192.94Total Amount of Priority Claims

DE 6470 Rev. 1 (12-16)




State of California

Employment Development Department (EDD)

Summary Itemization of Proof of Claim_______________________________________________________________________________________________________

In the Matter of: JAMES P. LEE III_______________________________________________________________________________________________________

This claim is based on unpaid California payroll taxes under Section 507(a)(8) (C) of the United States Bankruptcy Code (USBC) for State Disability Insurance(SDI) and State Personal Income Tax (PIT) withholdings (trust funds) and Section 507(a)(8) (E) for Unemployment Insurance (UI) and Employment Training Tax(ETT) (non-trust-funds).

EDD Identification Number(s):XXXX-XXX4048

Attachment Case Number: 18-16010

Petition Date: 05/24/18

Claim Total $381,259.88

All or part of this amount is estimated. When the debtor files proper return(s) with EDD, as required by law, this claim may beadjusted as necessary.

DE 6470 Rev. 1 (12-16)




Exhibit “11” Abstract of Judgment – AMG

Page 122


%Fool`

Branch :A14,User :DTOG Comment: Station Id :KUBI

A

Pages: 0003

This page is part of your document - DO NOT DISCARD

20180864822 lunhil II I III IUI IIII I Recorded F ed in Off cial Reco d


08/27/18 AT 02:37PM

II

FEES: 34.00

TAXES: 0.00

OTHER: 0.00

5132: 75.00

PAID: 109.00

A A

A EUVfl

A

II

III

20 808270730032

00015651774

1101J31014 1911 11 1 SEQ:

01

1111111 1111111111

DAR - Counter Upfront Scan)

11111111111111 1111 11111111111111010 lill0ll II 111111111111 0111111110111111111111 II111 lIlllI 011111111111 11111111


LOS ANGELES,CA

Page I of 3 Printed on 2/6/2019 9:28:53 AM



Branch :A I4,User :DTOG Comment: Station Id :KUB I

EJ-001 ATTORNEY OR PARTY IMTHOUT ATTORNEY (Name, addreSS, and SW. Bar number) After recording, return to Michael. Wayne, Esq., (CSB # 169840) Law Offices of Michael I. Wayne, APC 149 So, Barrington Ave. No. 143 Los Angeles, CA 90049-3310

TEL NO (310) 926-6453 FAX NO (mums°

EMAIL ADDRESS fOrMono0 [email protected] p= ATTORNEY JUDGMENT ASSIGNEE

FOR CREDtTOR OF RECORD

SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles STREET ADDRESS 3501 Civic Center Drive MAILING ADDRESS 111 No Hill Street CITY AND ZIP CODE Los Angeles, CA 90012 BRANCH NAME Stanley Mosk Courthouse FOR RECORDERS USE ONLY

PLAINTIFF AMG &Associates, Inc.

DEFENDANT Henderson Mechanical Systems, Inc.

CASE NUMBER

BC617812

ABSTRACT OF JUDGMENT—CIVIL AND SMALL CLAIMS I—I Amended

FOR COURT USE ONLY

1. The r—i judgment creditor In] assignee of record applies for an abstract of judgment and represents the following:

Judgment debtor's Name and last known address

'Henderson Mechanical Systems, Inc., a California J corporation ("Henderson") 1.

12040 Lomita Blvd #103 Lomita, CA 90717

Driver's license no [last 4 digits] and state: Social security no. [last 4 digits]:

Unknown I-1 Unknown

d. Summons or notice of entry of sister-state judgment was personally served or mailed to (name and address): Henderson Mechanical Systems, Inc., a California corporation ("Henderson") 2040 Lomita Blvd., #103, Lomita, CA 90717

2. s'I Information on additional judgment debtors is shown on page 2.

3 Judgment creditor (name and address): AMG & Associates, Inc. cro Michael I. Wayne, Esq. 149 S. Barrington Ave., #143 Los Angeles, CA 90049

Date: August 13, 2018 Michael I. Wayne, Esq.

(TYPE OR PRINT NAME)

er I Information on additional judgment creditors is shown on page 2.

1--1 Original abstract recorded in this county:

Date. Instrument No

(S1GNA OF APPLICANT OR AlTORNEYt

This abstract issued on (date):

AUG 20 2018

Total amount of judgment as entered or last renewed: $ 139,945.68

All judgment creditors and debtors are listed on this abstract.

a. Judgment entered on (date): September 2, 2016 b. Renewal entered on (date):

I I This judgment is an installment judgment

r---iAn execution lien I I attachment lien is endorsed on the judgment as follows:

a Amount: $ b In favor of (name and address):

11 A stay of enforcement has I ar I not been ordered by the court.

T-1 been ordered by the court effective until (date):

12 a. =I I certify that this is a true and correct abstract of the judgment entered in this action.

b. F-1 A certified co y of the judgment is attached

KELLY ENCINAS , Deputy

SHERRI R. CARTER

Clerk,t ir 1 /31

Form AdoMeti for Mandatory Use JudiCial Carnal or Calrfomia El-001{11es July 1.20141

ABSTRACT OF JUDGMENT AND SMALL CLAIMS

ML Page 1 of 2 Cale of Civil ',rococo:0. 15428 480,

674, 700 190

Printed on 2/6/2019 9:28:53 AM Page 2 of 3 LOS ANGELES,CA



'PLAINTIFF.

DEFENDANT.

COURT CASE NO

•

NAMES AND ADDRESSES OF ADDITIONAL JUDGMENT CREDITORS:

13. Judgment creditor (name and address):

14. Judgment creditor (name and address):

Branch :Al 4,User :DTOG

I j Continued on Attachment 15.

INFORMATION ON ADDITIONAL JUDGMENT DEBTORS: Name and last known address 17 Name and last known address

tA

es

Paul Lee Ill, an individual (tee) 7 F 7 it 1151 9th St 'Manhattan Beach, CA 90266

Driver's license no. [last 4 digits] and state Driver's license no [last 4 digits] and state

1-1 Unknown ET Unknown

Sodal security no. [last 4 digits]: I 411 I Unknown Social secunty no. [last 4 digits]: I—I Unknown

Summons was personally served at or mailed to (address): James Paul Lee Ill, an individual ("Lee") 2040 Lomita Blvd., #103 Lomita, CA 90717

Summons was personally served at or mailed to (address).

18 Name and last known address 19 Name and last known address

F 7 7 7 L _I L ._.]

Driver's license no. [last 4 digits] and state: Driver's license no. [last 4 digits] and state: nl Unknown I I Unknown

Social security no. [last 4 digits]: [—] Unknown Social security no. [last 4 digits]: I I Unknown


20 rn Continued on Attachment 20.

EJ-001 !Rev July 1. 20141 ABSTRACT OF JUDGMENT—CIVIL

Page 2 013

AND SMALL CLAIMS

Far reekinryleiliVittitir Save this form

LOS ANGELES,CA

Page 3 of 3 Printed on 2/6/2019 9:28:54 AM

Comment: Station Id :KUB



Exhibit “12” Abstract of Judgment – SMWITI

Page 126


EXHIBIT "12"

Page 127


EXHIBIT "12"

Page 128


EXHIBIT "12"

Page 129


EXHIBIT "12"

Page 130


Exhibit “13” Occupancy Stipulation and Order

Page 131


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5564-000\1335397.1

1SHULMAN HODGES & BASTIAN LLP

100 Spectrum Centre Drive Suite 600

Irvine, CA 92618

Leonard M. Shulman – Bar No. 126349 Lynda T. Bui – Bar No. 201002 Brandon J. Iskander – Bar No. 300916 SHULMAN HODGES & BASTIAN LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected]; [email protected]; [email protected] Attorneys for John J. Menchaca, Chapter 7 Trustee


CENTRAL DISTRICT OF CALIFORNIA, LOS ANGELES DIVISION In re HEDIEH LEE, Debtor.

Case No. 2:18-bk-16010-BB Chapter 7 STIPULATION FOR OCCUPANCY AND MARKETING OF REAL PROPERTY [Real Property located at 1151 9th Street, Manhattan Beach, CA ] [No Hearing Set]




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5564-000\1335397.1



Irvine, CA 92618

TO THE HONORABLE SHERI BLUEBOND, UNITED STATES BANKRUPTCY

JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE AND ALL INTERESTED

PARTIES:

John J. Menchaca, the duly appointed, qualified and acting Chapter 7 trustee (“Trustee”)

for the bankruptcy estate (“Estate”) of Hedieh Lee (“Debtor”) (the Trustee and the Debtors are

collectively referred to as the “Parties”) hereby enter into and agree to the terms and conditions

of this Stipulation for Occupancy and Marketing of Real Property (“Stipulation”) based on the

following recitals:

I. RECITALS

1. The Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code

on May 24, 2018 (“Petition Date”). The case was converted to one under Chapter 7 of the

Bankruptcy Code on November 6, 2018.

2. The current deadline to file proofs of claim is April 15, 2019. As of February 19,

2019, the Claims Register reflects secured claims totaling $1,864,056.99, priority unsecured

claims totaling $12,844.57, and general unsecured claims totaling $179,316.65. Governmental

claims were due by November 20, 2018.

3. The Debtor’s Schedule A/B, item 1.1, lists ownership interest in the real property

located at 1151 9th Street, Manhattan Beach, CA 90266 (“9th Street Property”). The value of

the 9th Street Property is listed at $2,172,921.00 and the encumbrances listed on Schedule D

total $1,326,136.56. On her Schedule C, the Debtor does not claim any exemption in the 9th

Street Property.

4. Based on the Schedules and the Trustee’s independent investigation, there appears

to be equity in the 9th Street Property for the benefit of the Estate and its creditors.

5. The Debtor is currently occupying the 9th Street Property and is not making any

mortgage payments, property tax payments, or other debt service payments for the 9th Street

Property.

///

///




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Irvine, CA 92618

6. The Trustee is administering the 9th Street Property. The Debtor agrees that the

9th Street Property must be sold and is warranting her complete cooperation with the Trustee’s

administration, provided she is afforded additional time to find alternative accommodations.

II. AGREEMENT

NOW THEREFORE the Parties stipulate and agree to the following terms, subject to

Bankruptcy Court approval:

1. As of the date of the execution of this Stipulation, the Debtor claims no

exemption in the 9th Street Property. The Debtor waives any right that she has to (i) amend her

exemption claimed in the 9th Street Property, and/or (ii) to convert this case to a Chapter 13 or

Chapter 11 proceeding.

2. To maintain the status quo and while the Trustee markets the 9th Street Property,

the Debtor shall cooperate with the Trustee by doing the following:

a. Providing the Trustee with evidence of mortgage payments made,

evidence of current insurance, and to the extent applicable, payment of other

maintenance items for the 9th Street Property such as insurance, property taxes,

homeowners association dues, and utilities, along with other necessary supporting

documents (collectively “Property Preservation Documents”);

b. If the Trustee sells the 9th Street Property, continuing her occupancy of

the 9th Street Property until one business day before the closing of the sale of the

9th Street Property;

c. Maintaining the 9th Street Property in a condition of good repair;

d. Ensuring no transfer of interests in the 9th Street Property or encumbrance

of the 9th Street Property with any liens whatsoever; and

e. Maintaining current liability and hazard insurance on the 9th Street

Property, naming the Trustee as loss payee, as well as, providing updated proof of

continued coverage with each insurance renewal on the 9th Street Property.

3. If the Debtor fails to cooperate with the Trustee’s marketing efforts for the 9th

Street Property while the Debtor occupies the same, the Trustee shall be entitled to immediate




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Irvine, CA 92618

turnover and will immediately pursue all remedies to enforce the Trustee’s right of possession of

the 9th Street Property, including filing a motion for turnover of the 9th Street Property in order

to remove the Debtor and any others residing with her from occupancy of the 9th Street Property.

4. The Debtor may continue to occupy the 9th Street Property, subject to the terms

and conditions provided in this Stipulation. The Debtor shall notify the Trustee immediately

when/if she vacates the 9th Street Property so that the Trustee may take action to secure and

protect the 9th Street Property.

5. The Debtor shall maintain the 9th Street Property in clean and presentable

condition to facilitate any marketing of the 9th Street Property. The Debtor shall maintain the

yard/lawn service of the exterior of the 9th Street Property during her occupancy of the 9th Street

Property.

6. After February 28, 2019 and notwithstanding any settlement discussions with the

Debtor, the Trustee, through his broker, may post at the 9th Street Property a lockbox with a key

and may arrange access to the 9th Street Property for marketing purposes.

7. After February 28, 2019 and notwithstanding any settlement discussions with the

Debtor, the Debtor shall make the 9th Street Property available for showing by the Trustee’s

broker within twenty-four hours of a request by the Trustee’s broker, between the hours of 10:00

a.m. and 6:00 p.m. (or other hours by agreement).

8. Following acceptance of the sale of the 9th Street Property to a third party, the

Trustee will file a motion seeking Court approval of the sale of the 9th Street Property (“Sale

Motion”), and schedule the motion for hearing. The Trustee will serve the Debtor with the Sale

Motion which will constitute notice of the Sale Motion. The Debtor shall ensure that she and all

occupants vacate and leave the 9th Street Property, removing all exempt personal property,

except fixtures, no later than one business day before the close of escrow.

9. If the Debtor or other occupants of the 9th Street Property fail or refuse to vacate

the 9th Street Property by one business day before the close of escrow, the Trustee shall be

entitled to immediate turnover and will pursue all remedies to enforce the Trustee’s right of

possession of the 9th Street Property.




This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-3.1.PROOF.SERVICE

PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is 100 Spectrum Center Drive, Suite 600, Irvine, CA 92618. A true and correct copy of the foregoing document entitled (specify): STIPULATION FOR OCCUPANCY AND MARKETING OF REAL PROPERTY will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) March 5, 2019 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

• COUNSEL FOR THE DEBTOR: Onyinye N Anyama [email protected], [email protected];[email protected]

• INTERESTED PARTY: Julian K Bach [email protected], [email protected] • INTERESTED PARTY: Robert J Berens [email protected], [email protected] • COUNSEL FOR CHAPTER 7 TRUSTEE: Lynda T Bui [email protected], [email protected] • COUNSEL FOR CHAPTER 7 TRUSTEE: Brandon J Iskander [email protected],

[email protected] • INTERESTED PARTY: Raymond King [email protected] • INTERESTED PARTY: Kenneth G Lau [email protected] • INTERESTED PARTY: Elan S Levey [email protected], [email protected] • INTERESTED PARTY: Teresa L Polk [email protected], [email protected] • INTERESTED PARTY: Kelly Sweeney [email protected], [email protected] • INTERESTED PARTY: United States Trustee (LA) [email protected]

2. SERVED BY UNITED STATES MAIL: On (date) March 5, 2019 , I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

Judge's Copy The Honorable Sheri Bluebond United States Bankruptcy Court Roybal Federal Building 255 E. Temple Street, Suite 1534 Los Angeles, CA 90012

Debtor Hedieh Lee 2109 W 157th Steet, Apt 12 Gardena, CA 90249

3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) , I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

March 5, 2019 Nicole Carlson /s/ Nicole Carlson Date Printed Name Signature




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5564-000\1345418.1 1

SHULMAN HODGES &

BASTIAN LLP

100 Spectrum Center Drive

Suite 600

Irvine, CA 92618

Leonard M. Shulman - Bar No. 126349 Lynda T. Bui - Bar No. 201002 Brandon J. Iskander - Bar No. 300916 SHULMAN HODGES & BASTIAN LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected]

[email protected] [email protected]

Attorneys for John J. Menchaca, Chapter 7 Trustee


CENTRAL DISTRICT OF CALIFORNIA, LOS ANGELES DIVISION

In re

HEDIEH LEE,

Debtor.

Case No. 2:18-bk-16010-BB

Chapter 7

ORDER APPROVING STIPULATION

FOR OCCUPANCY AND MARKETING

OF REAL PROPERTY

[Real Property located at 1151 9th Street,

Manhattan Beach, CA]

[No Hearing Set]

FILED & ENTERED

MAR 26 2019

CLERK U.S. BANKRUPTCY COURTCentral District of CaliforniaBY DEPUTY CLERKwesley




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5564-000\1345418.1 2

SHULMAN HODGES &

BASTIAN LLP

100 Spectrum Center Drive

Suite 600

Irvine, CA 92618

The Court having read and considered the Stipulation for Occupancy and Marketing of Real

Property (“Stipulation”) (Dk. No. 100) and finding no objection thereto, and good cause having

been shown, it is ORDERED as follows:

1. The Stipulation is APPROVED. The Trustee is authorized to enter into and execute

the Stipulation.

2. The Trustee is authorized to execute any and all necessary documents to carry out

the provisions contemplated in the Stipulation.

3. The Trustee is authorized to record any and all necessary documents and to take all

necessary steps and actions to effectuate the terms of the Stipulation.

4. The Court will retain jurisdiction with respect to all matters arising from or related

to the implementation of the Stipulation and this Order.

###

Date: March 26, 2019






PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 100 Spectrum Center Drive, Suite 600, Irvine, California 92618 A true and correct copy of the foregoing document entitled (specify): NOTICE OF SALE OF ESTATE PROPERTY will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) May 15, 2019, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) May 15, 2019, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) May 15, 2019, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Buyer’s Broker (via Email): Raisa Lobo; Douglas Elliman of California, Inc.; Email: [email protected] Trustee’s Broker (via Email): Jan Neiman; Neiman Realty; Email: [email protected] Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

May 15, 2019 Erlanna Lohayza /s/ Erlanna Lohayza Date Printed Name Signature




NEF SERVICE LIST

• Attorney for Debtor: Onyinye N Anyama [email protected], [email protected]; [email protected]

• Interested Party: Julian K Bach [email protected], [email protected] • Interested Party: Robert J Berens [email protected], [email protected] • Attorney for Trustee: Lynda T Bui [email protected], [email protected] • Attorney for Trustee: Brandon J Iskander [email protected], [email protected] • Interested Party: Raymond King [email protected] • Interested Party: Kenneth G Lau [email protected] • Interested Party: Elan S Levey [email protected], [email protected] • Interested Party: Teresa L Polk [email protected], [email protected] • Interested Party: Kelly Sweeney [email protected], [email protected] • Interested Party: United States Trustee (LA) [email protected]

U.S. MAIL SERVICE LIST

• Buyer: Daniel and Harmoni Cruz; 8335 Holy Cross Place, Los Angeles, CA 90045 • Disputed Interest Holder: David Bywater, CEO; Vivint Solar Developer, LLC; 1800 W. Ashton Boulevard; Lehi,

UT 84043 • Additional Notice for Woodland Hills Mortgage Corporation: RC Temme Corporation; Attn: Kathy Dyrness;

21777 Venture Boulevard, Suite 201; Woodland Hills, CA 91364 • Interested Party: Board of Trustees of the Sheet Metal Workers’ Pension Plan of Southern California, et al; c/o

Laurie Traktman, Esq.; Gilbert & Sackman; 3699 Wilshire Boulevard, Suite 1200; Los Angeles, CA 90010 • Disputed Lienholder: L.A. Arena Funding, LLC; c/o Richard D. Buckley, Jr.; Arent Fox LLP; 555 W. Fifth Street,

48th Floor; Los Angeles, CA 90013-1065 • Disputed Lienholder: L.A. Arena Funding, LLC; Attn: Managing Member; 800 W. Olympic Boulevard, Suite 305;

Los Angeles, CA 90015 • Disputed Lienholder: AMG & Associates, Inc.; c/o Michael I. Wayne, Esq.; Law Offices of Michael I. Wayne,

APC; 149 S. Barrington Avenue, No. 143; Los Angeles, CA 90049-3310 • Disputed Lienholder: Sheet Metal Workers’ Int’l Training Inst., et al; Tino X. Do, Esq.; Saltzman & Johnson Law

Corporation; 1141 Harbor Bay Parkway, Suite 100; Alameda, CA 94502 • Additional Notice for IRS: Civil Process Clerk; United States Attorney’s Office; Federal Building, Room 7516;

300 North Los Angeles Street; Los Angeles, CA 90012 • Additional Notice for IRS: Attorney General; United States Department of Justice; Ben Franklin Station; P.O.

Box 683; Washington, D.C. 20044 • Disputed Lienholder: Martini Associates Development, LLC; Attn: Seanjay R. Sharma, Managing Member;

26460 Summit Circle; Santa Clarita, CA 91350 • Disputed Lienholder: Martini Associates Development, LLC; Attn: Kamelia Yadegari, Agent for Service of

Process; 717 Lincoln Boulevard, Venice, CA 90291 • Judge’s Copy: U.S. Bankruptcy Court; Attn: Honorable Sheri Bluebond; 255 E. Temple Street, Suite 1534; Los

Angeles, CA 90012

Debtor, Creditors and Parties In Interest

DEBTOR HEDIEH LEE 2109 W 157TH ST APT .12 GARDENA, CA 90249-4737

CREDITOR LISTING EMPLOYMENT DEVELOPMENT DEPT. BANKRUPTCY GROUP MIC 92E P.O. BOX 826880 SACRAMENTO, CA 94280-0001

CLAIM FILED FRANCHISE TAX BOARD BANKRUPTCY SECTION MS: A-340 P.O. BOX 2952 SACRAMENTO, CA 95812-2952




CLAIM FILED INTERNATIONAL FIDELITY INSURANCE COMPANY SMTD LAW, LLP C/O ROBERT BERENS, ESQ. 17901 VON KARMAN AVENUE, SUITE 500 IRVINE, CA 92614

PREFERRED ADDRESS OFFICE OF FINANCE CITY OF LOS ANGELES 200 N SPRING ST RM 101 CITY HALL LOS ANGELES CA 90012-3224

CREDITOR LISTING WOODLAND HILLS MORTGAGE CORPORATION P.O. BOX 849 WOODLAND HILLS, CA 91365-0849

CLAIM FILED AMERICAN EXPRESS NATIONAL BANK C/O BECKET AND LEE LLP PO BOX 3001 MALVERN PA 19355-0701

CREDITOR LISTING AMEX P.O. BOX 981537 EL PASO, TX 79998-1537

PREFERRED ADDRESS BANK OF AMERICA PO BOX 982238 EL PASO TX 79998-2238

CREDITOR LISTING BARCLAYS BANK DELAWARE PO BOX 8803 WILMINGTON, DE 19899-8803

CREDITOR LISTING CHASE CARD PO BOX 15298 WILMINGTON, DE 19850-5298

CLAIM FILED DISCOVER BANK DISCOVER PRODUCTS INC PO BOX 3025 NEW ALBANY OH 43054-3025

CREDITOR LISTING DISCOVER FIN SVCS LLC PO BOX 15316 WILMINGTON, DE 19850-5316

CREDITOR LISTING ELAN LEVEY 300 N. LOS ANGELES ST FED BLDG. RM 7516 LOS ANGELES, CA 90012-3308

CREDITOR LISTING FIRST CITIZENS BANK 4300 SIX FORKS ROAD RALEIGH, NC 27609-5718

CREDITOR LISTING FIRST CITIZENS BANK ATTN: CORPORATE OFFICER 4300 SIX FORKS ROAD RALEIGH, NC 27609-5718

CREDITOR LISTING FIRST CITIZENS BANK ATTN: CORPORATE OFFICER P.O BOX 27131 RALEIGH, NC 27611-7131

CLAIM FILED FIRST CITIZENS BANK & TRUST COMPANY C/O RAY KING, ESQ. 13 CORPORATE PLAZA #200 NEWPORT BEACH, CA 92660-7919

PREFERRED ADDRESS FRONTIER COMMUNICATIONS BANKRUPTCY DEPT 19 JOHN STREET MIDDLETOWN NY 10940-4918

CREDITOR LISTING GIL HOPENSTAND 330 N. BRAND BLVD., SUITE 1200 GLENDALE, CA 91203-2320

CREDITOR LISTING HENDERSON MECHANICAL INCORPORATED 15151 PRAIRIE AVE LAWNDALE, CA 90260-2210

CLAIM FILED HUDSON INSURANCE GROUP C/O JOMAX RECOVERY SERVICES 9242 W UNION HILLS DR STE 102 PEORIA, AZ 85382-8219

CLAIM FILED INTERNAL REVENUE SERVICE CENTRALIZED INSOLVENCY OPERATIONS PO BOX 7346 PHILADELPHIA PA 19101-7346

CREDITOR LISTING JAMES PAUL LEE 2109 W 157TH ST APT 12 GARDENA, CA 90249-4737




CREDITOR LISTING JOMAX RECOVERY SERVICE 9242 W UNION HILLS DR ST PEORIA, AZ 85382-8219

CLAIM FILED LOS ANGELES COUNTY TREASURER & TAX COLLECTOR PO BOX 54110 LOS ANGELES, CA 90054-0110

CREDITOR LISTING MARTINI & ASSOCIATES 4200 WEST CENTURY BLVD INGLEWOOD, CA 90304-1618

CREDITOR LISTING U.S SMALL BUSINESS ADMINISTRATION 801 R STREET SUITE 101 FRESNO, CA 93721-2365

CREDITOR LISTING U.S. SECURITIES AND EXCHANGE COMMISSION ATTN: BANKRUPTCY COUNSEL 444 SOUTH FLOWER STREET, SUITE 900 LOS ANGELES, CA 90071-2934

CREDITOR LISTING U.S. SMALL BUSINESS ADMINISTRATION 330 N. BRAND BLVD., SUITE 1200 GLENDALE, CA 91203-2320

CREDITOR LISTING UNITED STATES ATTORNEY'S OFFICE FEDERAL BUILDING, ROOM 7516 300 NORTH LOS ANGELES STREET LOS ANGELES, CA 90012

CREDITOR LISTING UNITED STATES DEPARTMENT OF JUSTICE BEN FRANKLIN STATION P.O BOX 683 WASHINGTON, DC 20044-0683

PROOF OF CLAIM ADDRESS WOODLAND HILLS MORTGAGE CORPORATION RC TEMME CORPORATION; ATTN: KATHY DYRNESS 21777 VENTURA BLVD STE 201 WOODLAND HILLS, CA 91364-1841

CREDITOR LISTING KELLY SWEENEY SPIWAK & IEZZA 555 MARIN STREET, SUITE 140 THOUSAND OAKS, CA 91360-4103

RETURNED MAIL

UNDELIVERABLE COURTESY NEF

UNDELIVERABLE FIRST-CITIZENS BANK & TRUST COMPANY

UNDELIVERABLE UNITED STATES SMALL BUSINESS ADMINISTRATION

N/A LOS ANGELES DIVISION 255 EAST TEMPLE STREET, LOS ANGELES, CA 90012-3332

DUPLICATE FRANCHISE TAX BOARD BANKRUPTCY SECTION MS A340 PO BOX 2952 SACRAMENTO CA 95812-2952

DUPLICATE INTERNAL REVENUE SERVICE P.O. BOX 7346 PHILADELPHIA, PA 19101-7346

DUPLICATE SMALL BUSINESS ADMINISTRATION 801 R STREET SUITE 101 FRESNO, CA 93721-2365

DUPLICATE FRANCHISE TAX BOARD BANKRUPTCY SECTION, MS: A-340 P.O. BOX 2952 SACRAMENTO, CA 95812-2952

DUPLICATE ONYINYE N. ANYAMA ANYAMA LAW FIRM 18000 STUDERBAKER RD. SUITE 700 CERRITOS, CA 90703-2684




DUPLICATE; SEE POC ADDRESS FOR WOODLAND HILLS MORTGAGE CORP CREDITOR LISTING R.C TEMME CORPORATION 21777 VENTURA BLVD SUITE 201 WOODLAND HILLS, CA 91364-1841

RETURNED 2/11/19; NO SUCH NUMBER; UNABLE TO FORWARD CREDITOR LISTING RICHARD ERIC MOORE JR 1151 9TH ST LOS ANGELES, CA 90015

SEE CLAIM ADDRESS CREDITOR LISTING INTERNATIONAL FIDELITY INSURANCE COMPANY ONE NEWARK CENTER 20TH FLOOR NEWARK, NJ 07102-5219
