CLAIM AGAINST THE COUNTY OF ALAMEDA DOCUMENTARY TRANSFER TAX REFUND

CLAIMANT'S NAME: Encinal Real Estate, Inc.

CLAIMANT'S ADDRESS: 1278 Reamwood Avenue, Sunnyvale, CA 94089

TELEPHONE NUMBER: (408) 745-6688

AMOUNT OF CLAIM: $10,663.40

DATE OF RECORDING: December 27, 2012 SERIES NUMBER: 2012431679 I

FACTS GIVll\JG RISE TO CLAIM: Pursuant to R&T 11923, no transfer tax was due in connection with this Grant Deed because it was delivered pursuant to orders ib bankruptcy Federal Case No. 11-61446 CN 11. See attached Exhibit A for additional details.

I

I certify under penalty of perjury that the foregoing is true

March 6, 2013 San Francisco, CA Date and Place nt (Chengben

al Real Estate, Inc.

--------------------------------------------------------------------------------------------------------------------------------------------_._--------------_._------~----------------------------

For Recorder's Use Only

DECISION OF DEPARTMENT

I certify that an examination of our office records shows that the Transfer Tax was paid at the time of recording and herewith render the following decision:

riJ Recorder recommends to your Boar~rO'v~enialof claim for refund.

.J Recorder recommends payment of claim for refund.

D Recorder denies claim for refund pursuant to Resolution to No. 190033.

By:

COUNTY CLERN-RECORDER

APPROVED FOR REFUND:

Auditor-Controller of Alameda County

28183\3543175. J

..

Exhibit A

The Grant Deed was delivered pursuant to the following orders' made and filed in the United States Bankruptcy Court for the Northern District of California (San Jose Division) in In re ENCINAL REAL ESTATE, INC., Tax ID: 94-2724002, Debtor, Case No. 11-6 446 CN 11: ORDER APPROVING SALE OF REAL PROPERTY, Docket No. 129, and ORDER CONFIRMING CREDITOR ALCATRAZ TERMINAL, LLC'S MODIFIED J0I1'1T PLAN OF REORGANIZATION (JULY 3, 2012) AS FURTHER MODIFIED IN OPEN COURT, Docket No. 289. Pursuant to said Orders, and 11 U.S.C. §1146(a), and California Revenue1and Taxation Code Section 11923, the transfer of the property is not subject to any documentary transfer tax or similar tax, or filing or recording fee; accordingly, state and local governmental officials, and agents shall forego the collection of any such tax or fee and accept for filing and recordation the Grant Deed or other related documents without the payment of any such tax or fee.

28183\3543175.1

$ 116,326.53

Chengben Wang, Presiden

For (Finn Name) Encinal Real EstAte, IDe., as Grantor

Name (Typed or Printed)

- teof CaliIorma that the foregoing is true

I ~/

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FILORR DO NOTRECOF

Document # -----~--.,----~-----

Property located in:

( ) Unincorporated

(x· ) City of Alameda

APN: 072-0_384-031

DOCUMENTARY TRANSFER TAX IS $10,663.40

( x ) Computed on full value

( ) Computed on full value less liens or encumbrances remaJ.1lillg at the tlIDe of conveyance

CITY CONVEYANCE TAX IS

"I declare under penalty of perjury under the laws of the S and correct" .'

28183\3473528.1

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

Berliner Cohen 10 Almaden Blvd., 11 th Floor San Jose, CA 95113 Attn: Mark Makiewicz

MAIL TAX STATEMENTS TO:

Trident Buena Vista Avenue, LLC 502 Waverly Street, Suite 302 Palo Alto, CA 94301

20124 J79 1Z1271201? 01 :55 PrJ OFFICIAL RECORDSI OF ALAMEDA COWHYPATRICK O'CONNELL .

RECORDING FEE: 27.00

PGSI 1111111"1" II 'II In 111111 5

Space Above this Linefor Recorder's U'le APN: 072-0384-031

Pursuant to Section 11932 of the Revenue and Taxation Code the amount of transfel; tax will be shown on a separate statement.

GRANT DEED

TI-ns GRANT DEED is made and entered into this (7-~, day of ~c. ,201 '2.., by ENCINAL REAL ESTATE, INC., a California corporation ("Grantor"), in favor of TRlDENT BUENA VISTA AVENUE, LLC, a Califomia limited liability company ("Grantee").

WITNESSETH:

For good and valuable ,consideration, the receipt and sufficiency of which is hereby acknowledged, GRANTOR hereby GRANTS to Grantee that celiain real property in the County of Alameda, State of California (the "Property") more particularly described as follows:

LEGAL DESCRIPTION IS ATTACHED HERETO AS EXHIBIT A AND INCORPORATED HEREIN BY THIS REFERENCE.

The foregoing grant is expressly subject to all matters of record s of the date hereof and those celiain unrecorded matters identified and described in Exhibit B attached hereto and incorporated berein by this reference.

[Signature Page Follows]

MAlL TAX STATEMENTS AS SHOWN ABOVE

28[33\3465330.2 1

EXECUTED as of the day and year set f01ih above.

GRANTOR:

By: -------'<-----,-r+-,--u=-+----;;+-=-~<---,O_____----'---'--

Name: Title:

[ALL SIGNA TURES TO BE ACKNOTFLEDGE J

28183 \34(,58302 2

CALIFO NlA ALL-PURPOSE ACKNOWLEDGMEN"

State of Califomia

County of S#1f--N ~tO--AJ C3-1 So eo

IOn JJ~e I /9 .60 /~efore me, ~/22)L-er.,0 L. f/s ff'b!L , Notary Public, personally appeared C H 'E.tuG 0€.,v LV P,v* , who proved to me on the basis of satisfactory evidence to be tl~e personES1 whose name~ iSfa;re subscribed to the within instrument and acknowledged to me that he/sl:re/t#@y executed the same in hisftreB!#too authorized capacity~ and that by his4Te!-lthctr signature(£;1 on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. .

I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct.

(Notary Seal)

28183\3465830.2

EXHIBIT A TO GRANT DEED DESCRIPTION OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY AND COUNTY OF ALAMEDA, STATE OF CALIFORJ\HA, AND IS DESCRIBED AS FOLLOWS:

PARCEL B AS SHOWN ON TRACT 7170, MARll'TA COVE, FILED MARCH 7,2002 IN BOOK 263, PAGES 52 THROUGH 62, INCLUSIVE OF MAPS, ALAMEDA COUNTY RECORDS.

APN: 072-0384-031

28183 \3465830 2

EXHIBIT B TO GRANT DEED OFF-RECORD MATTERS

1. All matters which a correct survey of the Propeliy would disclose. 2. All matters which could be ascertained by a physical inspection of the Property. 3. Interests of the following tenant in possession as a tenant under the WariLhouse Lease

dated May 1, 1993: Chipman Corporation, a California corporation. 3. A lien for non-delinquent taxes for real property and personal property, and any non­

delinquent general or special assessments against the Property. 4. Zoning ordinances and regulations and any other laws, ordinances or govemmental

regulations restricting, regulating or relating to the use, occupancy or enjoyment of the Propeliy.

28183 \3460830.2

First Amen"can Title Insurance Company National Commercial Services

1737 North First Street, Suite 500' San Jose, CA 95112

SellerJs Final Settlement Statement

Property: 1551 Buena Vista Avenue and, Clement Street, File No: NCS-551303-SC

Alameda, CA Officer: Carol M. Herrera/cmh

New Loan No:

Settlement Date: 12/27/2012

Disbursement Date: 12/27/2012

Print Date: 01/04/2013,4:06 PM

Buyer: Trident Buena Vista Avenue, LLC

Address: 502 Waverly St. Suite 302, Palo Alto, CA 94301

Seller:

Address:

Encinal Real Estate, Inc.

1278 Reamwood Ave., Sunnyvale, CA 94089 I

Charge Description Seller Charge Seller Credit

Consideration: Total Consideration 9693,877.60

Adjustments: Security Deposit 74958.00

1frorations: Rents 12/27/l2 to 12/31/12 (a1$54678.00Imo 8819.03 County Tax APN# 072-0384-03112/27112 to 01101113 (al$11287.30Iyr 154.62

Commission: Commission Paid at Settlement to Townsend Commercial Real Estate 266,581.63

Payoff Loan(s): I

Lender: Alcatraz Tenninal LLC [

Chipman Payoff - AlcatTaz Tenninal LLC 5,109985.24 Lender: Alcatraz Tenninal LLC ,

Add'i paydown - Del Monte Loan - Alcatraz Tenninal LLC 3 865 856.03 I

TitlelEserow Char~es to: I

Closing-Escrow Fee ( one half each) to First American Title Insurance Company National Commercial 2,150.00 IServices

Messenger Service to First American Title Insurance Company National Commercial Services 25.00 I Policy-Standard ALTA 2006 Owner's to First Amelican Title Insurance Company National Commercial 5,816.33

iServices Recording Fees court order 153.00 Recording Fees Ouit Claims 126.00 [

Documentary Transfer Tax-County to First American Title Insurance c:ompany National Commercial 10,663.40 I IServices

Documentary Transfer Tax-City to First American Title Insurance Company National Commercial 116,326.53 r I Services

• I Disbursements Paid: I

Payoff to BDS Tidelands I LLC 220,000.00 Ist Tax Installment: 201212013 to Alameda County Treasurer-Tax Collector II 287.30 Tail Installment: Penalty Due +fee to Alameda County Treasurer-Tax Collector I 138.73

I Cash (X To) ( From) Seller 146.00 I

Totals 9,694,032.22 9,694,032.22

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Entered on Docket June 19,2012 GLORIA L. FRANKLIN, CLERK U.S BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA

The following constitutes the order of the court. Signed June 18, 201Z L

~4~ . Charles Novack

U.S. Bankruptcy Judge

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

In re:

ENCINAL REAL ESTATE, mc., Debtor.

Case No. I 1-61446 eN Chapter II

ORDER APPROVING SALE OF REAL PROPERTY

A hearing on the Debtor's Motion for Order (I) Approving Sale of Real P:roperty Free

and Clear of Liens; (2) Finding That Buyer Is a Good Faith Purchaser; and (3) A4thorizing Debtor to

Pay the Net Sale Proceeds to Secured Creditor Far East National Bank (the"Motion"), was held

before this Court on May 9,2012, at 2:00 p.m. Appearances were stated on the record. Having

found that notice of the Motion was proper and adequate under the circumstances and good caLIse

appearing;

IT IS HEREBY ORDERED THAT:

I. The Motion is granted and the sale to Trident Partners, LLC ("Trident") is approved.

2. The Debtor is authorized to sell the real property located at 1551 Buena Vista

Avenue, Alameda, California [APN 072-0384-031] (the "Chipman Parcel") to Trident in accordance

with the terms and conditions set forth in that Standard Offer, Agreement and ES<L-rowInstructions

for Purchase of Residential Income Propel1ies dated December 2,2011, as amended by a First

Amendment to Standard Offer, Agreement and Escrow Instructions for Purchase of Residential

Income Properties, dated Febi-uary 3, 2012 (collectively, the "Purchase Agreement") attached to the

ORDER APPROVING SALE OF REAL PROPERTY Cas: 11-61446 Doc# 129 Filed: 06/18/12 Entered: 06/19/1213:15:04 Page 1 of4

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Declaration of Cheng ben Wang filed in support of the Motion.

3. The Debtor upon the close of escrow for the sale of the Chipman Parcel shall pay

secured creditor Far East National Bank and/or its assignees and transferees ("FENB")

$4,959,159.80 representing the principal (the "Principal Amount") owed on that certain Promissory

Note dated August 15,2005 (the "Note") between the Debtor and FENB, which Note is secured by a

deed of trust against the Chipman Parcel (the "Deed of Trust").

4. Immediately following the entry of this order, the Debtor shall create a new,

segregated DIP account to hold the Net Sales Proceeds (as defined below). Upon the Debtor's

receipt of the sale proceeds, the difference between the Purchase Price and Principlal Amount (the

"Net Sales Proceeds") shall be deposited into the segregated DIP account and may not be utilized by

the Debtor without further order of this court. Any further amounts owed to FENB under the Note

and Deed of Trust shall attach to the Net Sales Proceeds. This order contains no determination of

any additional amounts owed by the Debtor under the Note and Deed of Trust.

5. Notwithstanding Paragraph 4 above, the Debtor, and any escrow agent upon the

Debtor's written instruction, is authorized to pay from the Net Sales Proceeds (a) all delinquent real

property taxes and outstanding post-petition real property taxes related to the Chipman Parcel and

(b) customary closing costs as described in the Purchase Agreement. The Debtor and its escrow

agent shall not pay, however, any real estate commissions from the Net Sales Proceeds without

further order from th is court.

6. Pursuant to Bankruptcy Code § 363(t), effective upon the closing of Debtor's sale of

the Chipman Parcel, or as otherwise set forth in the Purchase Agreement, Trident Partners, shall

acquire all right, title and interest of the Debtor and Debtor's bankruptcy estate in the Chipman

Parcel, free and clear of all liens, claims or interests held by FENB.

7. This order is without prejudice and does not preclude the Debtor from filing a motion

to reject any Option Agreement referenced in that certain Memorandum of Option Agreement in

favor of Encinal Marina Village JI, LLC, dated November 22,20 II, recorded with the Alameda

County Recorder's Office on November 22, 2011, as Document #2011332932, and any further

motion to sell the Chipman Parcel free and clear of any lien, claim or interest asserted in the

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ORDER APPROVING SALE OF REAL PROPERTY : 11-61446 Doc# 129 Filed: 06/18/12 Entered: 06/19/12 13: 15:04 Rage 2 of 4

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Chipman Parcel by Encinal Marina Village II, LLC before the close of escrow and transfer of title of

the Chipman Parcel. Nothing in this Order constitutes a determination of the validity and/or priority

of any lien, claim or interest that may be asserted by Encinal Marina Village II, LLC in the Chipman

Parcel or any other lien, claim or interest that may be asserted by any other persol) or entity in the

Chipman Parcel.

8. The Debtor is authorized to undertake actions reasonably necessar>' to complete the

sale of the Chipman Parcel. The Purchase Agreement may be modified, amended or supplemented

by the parties without further order of this court, provided that such modification, amendment or

supplement does not have a material adverse effect on the bankruptcy estate.

9. This court retains jurisd iction to enforce and implement the terms and provisions of

this Order and the Purchase Agreement, all amendments thereto, any waivers and consents

thereunder, and each of the documents executed in connection therewith in all respects, including

retaining jurisdiction to (a) resolve any disputes arising under or related to the Purchase Agreement,

and (b) resolve any disputes regarding liens, claims, or interests asserted against the Chipman Parcel

or the proceeds remaining from the sale of the Chipman Parcel.

10. This court finds that Trident is a buyer in good faith in accordance with Bankruptcy

Code § 363(111).

it it it END OF ORDER * * it

UNITED STATES BANKRUPTCyeOURT Northern District of CaliCornin I certify ~hat this is a true. correct and full copy of the orJE lal ocument on file in my eust Date Z. 1 ~

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ORDER APPROVING SALE OF REAL PROPERTY :11-61446 Doc#129 Filed:06/18/12 Entered:06/19/1213:15:04 Page30f4

Case No. 11-61446 CN

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5 Encinal Marina Village 1, LLC

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6 Attention: Scott L. Stringer 875 Orange Blossom Way

7 Danville, CA 94526

8 Darlys Yoder 617 La Mesa Drive

9 Salinas, CA 93901

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COURT SERVICE LIST

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ORDER APPROVING SALE OF REAL PROPERTY Cas :11-61446 Doc#129 Filed:06/18/12 Entered:06/19/1213:15:04 Page4of4

Notice Recipients

DislricUOff: 0971-5 User: kdu Dal~ Created: 611912012

Case: 11-61446 Fonn ID: pdfeoc TOlal: 3

Recipients submitted to the BNC (Bankruptcy Noticing Cenler): db Encinal Real ESlale, Inc. 1278 Reamwood Avenue Sunnyvale, CA 94089

Encinal Marina Village J, LLC Artenlion: Scoll L. Stringer 875 Orange Blossom Way Darville, CA 94526 Darlys Yoder 617 La Mesa Drive Salinas, CA 9390J

TOTAL: 3

Case: 11-61446 Doc# 129-1 Filed: 06/18/12 Entered: 06/19/1213:15:04 Page 1 of 1