Case 2:13-bk NB Doc 612 Filed 09/05/14 Entered 09/05/14 15:05:07 Desc Main Document Page 1 of 17

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Barry S. Glaser, State Bar No. 70968 bglaser@swesq.com

Susan M. Freedman, State Bar No. 153331 sfreedman@swesq.com

STECKBAUER WEINHART, LLP 333 S. Hope Street, 36^th Floor

Los Angeles, California 90071 213.229.2868 - Telephone 213.229.2870 - Facsimile

Attorneys for LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

LOS ANGELES DIVISION In re

AWTR Liquidation Inc., fka Rhythm & Hues Inc.,

Debtor.

Case No. 2:13-bk-13775-NB Chapter 11

LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR’S RESPONSE TO AWTR LIQUIDATING TRUST’S NOTICE OF MOTION AND MOTION FOR AN ORDER DISALLOWING CLAIMS; AND DECLARATION OF BONITA SANDOZ IN SUPPORT THEREOF

Hearing Date:

Date: September 16, 2014 Time: 2:00 p.m.

Ctrm: 1545

TO THE HONORABLE NEIL W. BASON, UNITED STATES BANKRUPTCY JUDGE, DEBTOR, DEBTOR’S COUNSEL, OFFICE OF THE UNITED STATES TRUSTEE, OFFICIAL COMMITTEE OF UNSECURED CREDITORS, AND ALL OTHER INTERESTED PARTIES:

The Los Angeles County Treasurer and Tax Collector (the “County”), a creditor and party in interest in this chapter 11 case, by and through its undersigned counsel, submits this Response (the “Response”) to the Notice of Motion and Motion for an Order Disallowing Claims (the

“Motion”) filed by The AWTR Liquidating Trust (the “Liquidating Trust”) [Docket No. 607] in the above-entitled bankruptcy case of In re AWTR Liquidation Inc., fka Rhythm & Hues Inc. (the

“Debtor”), as follows:

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STECKBAUER WEINHART, LLP 333S.HOPE STREET,36THFLOOR,LOSANGELES,CALIFORNIA 90071 TEL 213.229.2868 • FAX 213.229.2870

TABLE OF CONTENTS

Page

I. STATEMENT OF FACTS ...2 II. THE LIQUIDATING TRUST UTTERLY FAILS TO REBUT THE COUNTY’S

TAX CLAIMS WITH ANY CREDIBLE FACTS AND THE CLAIM

OBJECTION MUST BE OVERRULED ...5 III. RESERVATION OF RIGHTS ...7 IV. CONCLUSION ...7

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TABLE OF AUTHORITIES

Page

CASES

In re Western States Wire Corp.,

490 F.2d 1065 (9th Cir. 1974) ... 3 Seegmiller v. City. of Nevada,

53 Cal.App.4th 1397 (1997) ... 3

STATUTES

11 U.S.C. § 505(a)(2)(c) ... 7 California Revenue and Taxation Code

§ 117 ... 3 California Revenue and Taxation Code

§ 2191.3 ... 2 California Revenue and Taxation Code

§ 2191.4 ... 2 California Revenue and Taxation Code

§ 401.3 ... 2, 3 California Revenue and Taxation Code

§ 463 ... 6, 7 California Revenue and Taxation Code

§ 501 ... 6

RULES

Federal Rules of Evidence Rule 1001(d) ... 7 Federal Rules of Evidence Rule 1002 ... 7

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I. STATEMENT OF FACTS

1. On February 13, 2013, this Debtor filed a voluntary petition under Chapter 11 of Title 11 of the United States Code.

2. On March 15, 2013, the Debtor filed its Schedules [Docket No. 135] (as well as the Amended Schedules E and F). However, the County was not listed as a creditor in this proceeding nor was the County on the Debtor’s service list.

3. On April 4, 2013, the Court entered an Order Authorizing the Sale of Substantially All of the Debtor’s Assets [Docket No. 197]. The County was not served with the Sale Motion or the Sale Order.

4. On May 20, 2013, the County filed a secured Claim No. 150-1 in the amount of

$1,720.46 for personal property taxes, for which the Debtor had defaulted resulting in the County’s recordation of certificates of tax liens.¹

5. Also, on May 20, 2013, the County filed an unsecured priority Claim No. 152-1, which was amended on July 22, 2013 as Amended Claim No. 152-2 in the amount of $96,478.82, as an unsecured priority claim under Section 507(a)(8) of the Bankruptcy Code. True and correct conformed copies of the County’s Claim Nos. 150-1 and 152-2 (the “Tax Claims”) are attached as Exhibits “150” and “152”, respectively, to the Motion.

6. On July 11, 2013, the Debtor’s counsel sent a letter referencing the tax bill attached to Claim 152-2 (Tax Bill No. 40795880) to the County, which erroneously stated that “AWTR is and will not be the owner of the Property at any time during the 2013-2014 tax year, and as such, is not responsible for payment of the Tax Bill.” Notably, the July 11th letter was not directed to the County’s Bankruptcy Unit at the proper address for all bankruptcy matters directed to the

1 California Revenue and Taxation Code (“RTC”) § 401.3 provides that “[t]he assessor shall assess all property subject to general property taxation on the lien date as provided in Articles XIII and XIII A of the Constitution and any legislative authorization thereunder.” Here, the unsecured personal property taxes became delinquent. Pursuant to RTC § 2191.3, the County recorded certificates of liens. Recording such a certificate constitutes a lien upon all of the Debtor's

personal and real property in the county where the certificate is recorded and has the force, effect, and priority of a judgment lien. See RTC § 2191.4. Section 2191.4 also clearly states that the lien attaches “from the time of the filing of the certificate for record pursuant to Section 2191.3.”

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County, as mandated by 4.1 of the Court Manual, Appendix D to the LBR, at pg. D-5, which provides that the correct and proper address to serve the Los Angeles County Tax Collector is Los Angeles County Tax Collector, P.O. Box 54110, Los Angeles, CA 90054-0110.

7. Moreover, contrary to the assertion set forth in the July 11th letter, the obligation to pay California property taxes fixes on the lien date preceding the fiscal year for which the taxes are due. RTC §§ 401.3, 2192. Here, the lien date was January 1, 2013 for the 2013-2014 tax year.

RTC §§ 117, 405, 2192. Under the California system, the taxpayer is liable for the taxes on the property he/she/it owns on the lien date even if the taxpayer no longer owns, controls, or possesses the property during the assessment year (the July 1- June 30 period following the lien date) to which the tax relates and in which the tax is due. For example, in In re Western States Wire Corp.

490 F.2d 1065 (9th Cir. 1974), the trustee in bankruptcy owned, possessed, and controlled property on the lien date and thus was obligated to pay the tax on the property, even though property was sold prior to the year corresponding to the taxes. Similarly, in Seegmiller v. City. of Nevada, 53 Cal.App.4th 1397, 1402-03 (1997), the taxpayer’s possession of property on the lien date made him responsible for the full amount of property taxes; the fact that he and the property being taxed were not within the county or the State for the full tax year to which the taxes related was irrelevant.

8. On September 24, 2013, the Debtor filed a Joint Chapter 11 Plan of Liquidation (the “Plan”) [Docket No. 352].

9. On December 13, 2013, the Court entered an Order Confirming Joint Chapter 11 Plan of Liquidation [Docket No. 488].

10. According to the Plan, priority tax claims will “receive in full satisfaction,

discharge, exchange, and release thereof, Cash from the Liquidation Trust in an aggregate amount equal to such Allowed Priority Tax Claim on the after of: (i) the Effective Date; and (ii) the fifteenth (15th) Business Day after such Priority Tax Claim becomes an Allowed Priority Tax Claim, or in either case, as soon thereafter as is practicable.” See Plan, pg. 20 (Section 3.9 – Priority Tax Claims).

11. Also, the Plan stated that the Secured Claims (Class 1) “shall be satisfied,

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discharged, exchanged, and released by, at the option of the Liquidation Trustee: (i) payment to the Holder of the amount of the Allowed Class 1 Claim in Cash in full from the Liquidation Trust…” See Plan, pg. 19.

12. On February 13, 2014, the County’s then recently retained counsel forwarded a letter to the Debtor’s counsel regarding payment of the County’s Tax Claims². In turn, the County was directed to correspond with the Liquidation Trustee, Solution Trust, LLC and its counsel, Gary Klausner at Stutman, Treister & Glatt.

13. On or about February 21, 2014, although Mr. Klausner had agreed to consider payment of the Tax Claims, the Liquidation Trustee had not yet agreed to pay the County’s Tax Claims. Therefore, out of abundance of caution, on that same day, the County filed a Statement of Tax Obligations [Docket No. 534] so that the County’s Tax Claims could be paid through the Plan. The County provided the claim amounts as of February 2014 for Claim Nos. 150-1 and 152- 2 in the Statement of Tax Obligations.³ Furthermore, the County’s calculations of the then current amount due on the County’s Tax Claims was attached as an exhibit to the Statement of Tax

Obligations (as Exhibit “C”). A true and correct copy of the County’s calculations of the amounts owed on the Tax Claims as of February 28, 2014, which was attached to the Statement of Tax Obligations is attached as Exhibit “B” to the attached Declaration of Bonita Sandoz.

14. Since filing the Statement of Tax Obligations additional time has passed. As of September 30, 2014, the total amount due and owing to the County pursuant to Claim No. 150-1 is

$1,932.89 plus accruing interest at 18% per annum (or 1.5% per month) at $13.28 per month, and for Claim No. 152-2 is $122,143.71 plus accruing interest at 18% per annum (or 1.5% per month), at the rate of $1,447.18 per month, for a total amount due to the County for both proofs of claim of

$124,076.60. A true and correct copy of the County’s calculations of the amounts owed on the

2 On February 10, 2014, the County retained Steckbauer Weinhart, LLP, as its counsel in this matter.

3 As of February 2014, the total amount owed on Claim No. 150-1 was $1,839.96 and the 18%

redemption interest accrues at $13.28 per month and the total amount owed on Claim No. 152-2 was $112,013.43 and the 18% redemption interest accrues at $1,447.18 per month.

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Tax Claims as of September 30, 2014, is attached as Exhibit “C” to the attached Declaration of Bonita Sandoz.

II. THE LIQUIDATING TRUST UTTERLY FAILS TO REBUT THE COUNTY’S TAX CLAIMS WITH ANY CREDIBLE FACTS AND THE CLAIM OBJECTION MUST BE OVERRULED

15. First, the Liquidating Trust disingenuously asserts that the County’s Tax Claims

“do not provide sufficient documentation to support the validity of the Claims” and that

“[t]he only documentation attached to support the Claims are copies of unsecured property tax bills and certificates of tax liens (for Claim No. 150). The property tax bills submitted in support of the Claims do not set forth how the amount of the tax was calculated.

Furthermore, the property tax bills submitted in the support of the Claims do not set forth how the County came up with the values for the personal property and fixtures on which the tax is based. Taking into account the foregoing, the Trust submits that the Claims lack foundation. The County has failed to provide necessary evidence to demonstrate that the purported tax bills properly and accurately reflect an tax liability of the debtor.”

See Claim Objection, pg. 6 of 28, ln. 20-28.

16. Contrary to the assertion of the Liquidating Trust, the County has submitted sufficient documentation to support the validity and the amount of the Tax Claims. The

Unsecured Property Tax Bills attached to each of the proofs of claim filed with the Court, set forth in concise detail the property description, value of business personal properties, value of fixtures, as well as original tax amount, delinquent penalty, redemption penalty, redemption fee, and other fees and costs. Furthermore, as stated above, the County submitted calculations of the then current amount due on the County’s Tax Claims (i.e., Exhibit “C”), which provided a breakdown by category of the Tax Claims, with the amount of the base tax, 10% penalty, collection costs, redemption interest per month and total, penalty and interest total, and current amounts due.

Therefore, the Liquidating Trust’s argument that the Tax Claims “do not set forth how the tax was calculated” or “sufficient documentation” is completely meritless, erroneous and misleading. This objection by the Liquidating Trust must be overruled. Motion, pg. 6 of 28, ln. 20-21, 23-24.

17. Further, the Liquidating Trust argues that the Tax Claims “do not set forth how the County came up with the values for the personal property and fixtures on which the tax is based.”

Motion, pg. 6, ln. 25-26. This argument is also meritless and disingenuous. As an example, the

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Unsecured Property Tax Bills attached to Claim No. 152-2, under the property description of the business personal property and fixtures is stated “Assessed Pursuant to Sec 501 R T for Year 2013” or “General Electric Capital Corp., LS 7462721 P228 Copiers.” See POC 152-2, at pgs. 22 and 23 attached to the Motion.

18. Here, the Debtor was under a statutory obligation to file a signed business property statement with the Los Angeles County Assessor’s Office (the “Assessor”) each year pursuant to California RTC § 441. With respect to the personal property referenced in POC 152-2, the Debtor failed to file a business property statement with the Assessor’s office for 2013 and as a result, pursuant to RTC § 501, the Assessor had to estimate the taxable value of this business personal property, by using the most current cost reported by the Debtor (i.e., for 2012) and assessing a statutory 10% penalty pursuant to RTC § 463 for the failure to file a new business property statement. The estimated values are set forth on pgs. 22 and 23 of the Motion (i.e., the County’s attachments to each of its proofs of claim). RTC § 501 provides:

“If after written request by the assessor, any person fails to comply with any provision of law for furnishing information required by Sections 441 and 470, the assessor, based upon information in his possession, shall estimate the value of the property and, based upon this estimate, promptly assess the property.”

19. Specifically, on or about May 2, 2012, the Debtor filed a Business Property Statement with the Assessor for 2012 and attached a Trendsheet setting forth the value of the Debtor’s fixtures and personal property as of January 1, 2012. A true and correct copy of the Business Property Statement for 2012 that the Debtor filed with the Assessor on or about May 2, 2012, with the attached Trendsheet prepared by the Debtor is attached as Exhibit “A” to the Declaration of Bonita Sandoz.

20. As set forth in the Debtor’s Business Property Statement, the total value of the Debtor’s fixtures for 2012 was $3,766,254, and for the Debtor’s personal property for 2012 was

$3,679,770 (see page 3 of the Trendsheet). When the Debtor failed to file a Business Personal Property Statement for 2013, the County used these same figures ($3,766,254 for personal property, and $3,679,770 for fixtures) to estimate the values of this personal property as of

January 1, 2013, and multiplied these figures by 1.1% to arrive at the amounts set forth on page 22

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of the Motion, i.e., $40,477.47 for the business personal property and $41,428.79 for the fixtures, which amounts included a 10% penalty under RTC § 463.

21. Further, the County is informed and believes that no timely appeal of the Tax Claims has been made by the Debtor, the Liquidating Trust, or any other party acting on Debtor’s behalf, to the Los Angeles County Assessment Appeals Board pertaining to the value assessed to the business personal property that is the subject of POC 150-1 or POC 152-2. Sandoz Decl., ¶ 8.

22. Furthermore, 11 U.S.C. § 505(a)(2)(c) provides that this Court does not have the jurisdiction to make a determination as to “the amount or legality of any amount arising in connection with an ad valorem tax on real or personal property of the estate, if the applicable period for contesting or redetermining that amount under any law (other than a bankruptcy law) has expired.”

23. Lastly, the Liquidating Trust argues that FRE 1002 requires an original writing to be produced to prove its content. Claim Objection, pg. 7 of 28, lns. 1-2. However, this argument is without merit because the Unsecured Property Tax Bills and Certificates of Tax Liens that are attached to the Tax Claims accurately reflect the information pursuant to FRE 1001(d), which provides:

“(d) An “original” of a writing or recording means the writing or recording itself or any counterpart intended to have the same effect by the person who executed or issued it. For electronically stored information, “original” means any printout — or other output readable by sight — if it accurately reflects the information. An “original” of a photograph includes the negative or a print from it.” [Emphasis added.]

It is incontrovertible that requiring the County to provide original writings of the documents that support the Tax Claims is unnecessary, burdensome and oppressive.

III. RESERVATION OF RIGHTS

24. The County expressly reserves its rights to supplement and/or amend the Response, and to introduce evidence at any hearing relating to the Response.

IV. CONCLUSION

25. The Liquidating Trust’s request for disallowance of the County’s Tax Claims does not comport with the applicable statutes or facts.

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WHEREFORE, the County respectfully requests that (i) the Court deny the Liquidating Trust’s Motion; (ii) provide for payment of the County’s proofs of claim in full, with payment of all accrued interest and penalties up through the date of payment, and (iii) provide such further relief as the Court deems just and proper.

Dated: September 5, 2014 Respectfully submitted,

STECKBAUER WEINHART, LLP

By: /s/ Barry S. Glaser Barry S. Glaser Susan M. Freedman

Attorneys for LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR

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DECLARATION OF BONITA SANDOZ I, Bonita Sandoz, declare as follows:

1. I am the Supervisor of the Bankruptcy Unit for the Los Angeles County Treasurer and Tax Collector (the “County”). I have worked in this capacity since 2003, and I have been a supervisor for the County in various departments since 1982. I submit this declaration in support of the County’s Response (the “Response”) to the Notice of Motion and Motion for an Order Disallowing Claims (the “Motion”) filed by The AWTR Liquidating Trust (the “Liquidating Trust”) [Docket No. 607] in the above-entitled bankruptcy case of In re AWTR Liquidation Inc., fka Rhythm & Hues Inc. (the “Debtor”). I have personal knowledge of the matters which are stated herein and, if called upon as a witness, I could and would competently testify thereto.

2. As the Bankruptcy Unit Supervisor for the County, I am responsible for calculating and analyzing the amount of real and personal property taxes, including penalties, interest and other charges which are owed to the County by taxpayers who have filed for bankruptcy. When the County is notified that a debtor has filed for bankruptcy, which notification is generally delivered to the County by the debtor or counsel, it is the responsibility of either me or a member of my staff to research the County’s records to determine if the debtor owes any secured or

unsecured taxes or other unpaid debts to the County. If the debtor owes taxes or other debts to the County, either I or a member of my staff files a proof of claim with the bankruptcy court.

3. As the Supervisor of the Bankruptcy Unit, I am aware that on or about February 13, 2013, this Debtor filed a voluntary petition under Chapter 11 of Title 11 of the United States Code, with the United States Bankruptcy Court, Central District of California.

4. Once the County learned that the Debtor had filed a Chapter 11 bankruptcy, the County filed two proofs of claim. On May 20, 2013, the County filed a secured Claim No. 150-1 in the amount of $1,720.46 for personal property taxes, for which the Debtor had defaulted resulting in the County’s recordation of certificates of tax liens. Also, on May 20, 2013, the County filed an unsecured priority Claim No. 152-1, which was amended on July 22, 2013 as Amended Claim No. 152-2 in the amount of $96,478.82, as an unsecured priority claim under Section 507(a)(8) of the Bankruptcy Code. True and correct conformed copies of the County’s

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Claim Nos. 150-1 and 152-2 (the “Tax Claims”) are attached as Exhibits “150” and “152”, respectively, to the Motion.

5. I am familiar with the bills generated for personal property taxes owed by the Debtor and the claims filed by the County. My review of the County’s records in this matter, including the tax bills attached to the County’s two proofs of claim disclosed the following:

a. Debtor failed to pay the unsecured property tax bill no. 9912715 in the amount of $864.42 for fiscal year July 1, 1995 to June 30, 1996, representing escaped assessment taxes for personal property owned by the Debtor as of January 1, 1995. Based thereon, on January 21, 1997, the County recorded a certificate of tax lien with the Los Angeles County Recorder’s Office, as Document No. 97-98851, for Plaintiff’s failure to pay the unsecured property tax bill no.

9912715 for fiscal year July 1, 1995 to June 30, 1996, a true and correct copy of both the tax bill and the certificate of tax lien are attached to POC 150-1, as pages 14 and 15 of the Motion.

b. Debtor failed to pay the unsecured property tax bill no. 49112818 in the amount of $856.04 for fiscal year July 1, 2012 to June 30, 2013, representing taxes for personal property (a General Electric Capital Corp. copier, LS 7462721-P105) owned by the Debtor as of January 1, 2012. Based thereon, on December 13, 2012, the County recorded a certificate of tax lien with the Los Angeles County Recorder’s Office, as Document No. 20121924138, for

Plaintiff’s failure to pay the unsecured property tax bill no. 49112818 for fiscal year July 1, 2012 to June 30, 2013, a true and correct copy of both the tax bill and the certificate of tax lien are attached to POC 150-1, as pages 16 and 17 of the Motion.

c. Debtor failed to pay the unsecured property tax bill no. 40795880 in the amount of $96,022.05 for fiscal year July 1, 2013 to June 30, 2014, representing taxes for business personal property and fixtures owned by the Debtor as of January 1, 2013, a true and correct copy of this tax bill is attached to POC 152-2, as page 22 of the Motion.

d. Debtor failed to pay the unsecured property tax bill no. 49120136 in the amount of $456.77 for fiscal year July 1, 2013 to June 30, 2014, representing taxes for personal property (a General Electric Capital Corp. copier, LS 7462721-P228) owned by the Debtor as of

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Motion.

6. With respect to the personal property referenced in POC 150-1 and POC 152-2, the Debtor was under a statutory obligation to file a signed business property statement with the Los Angeles County Assessor’s Office (the “Assessor”) pursuant to California Revenue and Taxation Code (“RTC”) § 441. With respect to the personal property referenced in POC 152-2, the Debtor failed to file a business property statement with the Assessor’s office for 2013 and as a result, pursuant to RTC § 501, the Assessor had to estimate the taxable value of this business personal property, by using the most current cost reported by the Debtor (i.e., for 2012) and assessing a statutory 10% penalty for the failure to file a new business property statement. The estimated values are set forth on pgs. 22 and 23 of the Motion (i.e., the County’s attachments to each of its proofs of claim).

7. Specifically, on or about May 2, 2012, the Debtor filed a Business Property Statement with the Assessor for 2012 and attached a Trendsheet setting forth the value of the Debtor’s fixtures and personal property as of January 1, 2012. A true and correct copy of the Business Property Statement for 2012 that the Debtor filed with the Assessor on or about May 2, 2012, with the attached Trendsheet prepared by the Debtor is attached hereto as Exhibit “A”. As set forth in the Debtor’s Business Property Statement, the total value of the Debtor’s fixtures for 2012 was $3,766,254, and for the Debtor’s personal property for 2012 was $3,679,770 (see page 3 of the Trendsheet). When the Debtor failed to file a Business Personal Property Statement for 2013, the County used these same figures ($3,766,254 for personal property, and $3,679,770 for fixtures) to estimate the values of this personal property as of January 1, 2013, and multiplied these figures by 1.1% to arrive at the amounts set forth on page 22 of the Motion, i.e., $40,477.47 for the business personal property and $41,428.79 for the fixtures, which amounts included a 10%

penalty under RTC § 463.

8. I am informed and believe that no timely appeal of the Tax Claims has been made by the Debtor, the Liquidating Trust, or any other party acting on Debtor’s behalf, to the Los Angeles County Assessment Appeals Board pertaining to the value assessed to the business personal property that is the subject of POC 150-1 or POC 152-2.

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20002.299/86569.1 This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

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 333 S.

Hope Street, 36th Floor, Los Angeles, CA 90071.

A true and correct copy of the foregoing document entitled (specify): LOS ANGELES COUNTY

TREASURER AND TAX COLLECTOR’S RESPONSE TO AWTR LIQUIDATING TRUST’S NOTICE OF MOTION AND MOTION FOR AN ORDER DISALLOWING CLAIMS; AND DECLARATION OF BONITA SANDOZ IN SUPPORT THEREOF 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) September 5, 2014 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:

 Ana B Acevedo aacevedo@omm.com

 Yolanda S Aguilar wayne.smith@warnerbros.com

 David E Ahdoot dahdoot@bushgottlieb.com, jsilver@bushgottlieb.com

 Lorie A Ball LABall@rkmc.com

 Vivian Bodey vivian.bodey@irscounsel.treas.gov

 Lisa W Chao lisa.chao@doj.ca.gov

 Shawn M Christianson cmcintire@buchalter.com, schristianson@buchalter.com

 Gail L Chung GL@outtengolden.com,

JXH@outtengolden.com;kcarter@outtengolden.com;kdeleon@outtengolden.com

 Ronald Clifford rclifford@blakeleyllp.com,

ecf@blakeleyllp.com;seb@blakeleyllp.com;info@ecf.inforuptcy.com

 Brian L Davidoff bdavidoff@greenbergglusker.com,

kwoodson@greenbergglusker.com;calendar@greenbergglusker.com;jking@greenbergglusker.com

 Lisa Hill Fenning Lisa.Fenning@aporter.com, Jean.Kellett@aporter.com

 H Alexander Fisch afisch@stutman.com

 Anthony A Friedman aaf@lnbyb.com

 Scott F Gautier SFGautier@rkmc.com

 Barry S Glaser bglaser@swesq.com

 Fredric Glass fglass@fairharborcapital.com

 Brian T Harvey bharvey@buchalter.com, IFS_filing@buchalter.com;dbodkin@buchalter.com

 Michael C Heinrichs mheinrichs@omm.com

 Ivan L Kallick ikallick@manatt.com, ihernandez@manatt.com

 Gary E Klausner gek@lnbyb.com

 Jeffrey A Krieger jkrieger@ggfirm.com,

 Mary D Lane mal@msk.com, mec@msk.com

 Dare Law dare.law@usdoj.gov

 C John M Melissinos jmelissinos@greenbergglusker.com,

 Katie Nownes katie@omnimgt.com

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 Danielle A Pham dpham@gordonsilver.com

 Courtney E Pozmantier cpozmantier@greenbergglusker.com,

kwoodson@greenbergglusker.com;jking@greenbergglusker.com;calendar@greenbergglusker.com

 Courtney E Pozmantier cpozmantier@greenbergglusker.com,

kwoodson@greenbergglusker.com;jking@greenbergglusker.com;calendar@greenbergglusker.com

 David M Reeder david@reederlaw.com, jessica@reederlaw.com

 Victor A Sahn vsahn@sulmeyerlaw.com,

agonzalez@sulmeyerlaw.com,agonzalez@ecf.inforuptcy.com;asokolowski@sulmeyerlaw.com;vsahn@

ecf.inforuptcy.com

 Claire E Shin cshin@greenbergglusker.com,

jking@greenbergglusker.com;kwoodson@greenbergglusker.com;calendar@greenbergglusker.com

 Lori Sinanyan lsinanyan@jonesday.com, lsinanyan@ecf.inforuptcy.com

 Alan D Smith adsmith@perkinscoie.com

 Lindsey L Smith lls@lnbyb.com

 United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov

 Richard Lee Wynne rlwynne@jonesday.com, sjperry@jonesday.com

 Service information continued on attached page.

2. SERVED BY UNITED STATES MAIL:

On (date) September 5, 2014 , 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.

DACA VI LLC

1565 Hotel Circle S, #310 San Diego, CA 92108

Legendary Pictures, LLC VENABLE LLP

2049 Century Park East Ste 2100

Los Angeles, CA 90067 Rust Consulting Omni Bankruptcy, a Division of Rust

Consulting, Inc.

5955 DeSoto Avenue Suite 100 Woodland Hills, CA 91367

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) September 5, 2014 , 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.

Via Federal Express The Honorable Neil Bason U.S. Bankruptcy Court

255 E. Temple Street, Crtrm 1545 Los Angeles, CA 90012

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20002.299/86569.1 This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

September 5, 2014 Patricia Dillamar /s/ Patricia Dillamar

Date Printed Name Signature

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EXHIBIT “A”

(19)

(20)

(21)

(22)

(23)

(24)

EXHIBIT “B”

(25)

(26)

EXHIBIT “C”

(27)