IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

 

IN THE MATTER OF: ) Chapter 11 

) 

TRINITY 83 DEVELOPMENT, LLC, ) 16-24652 

Debtor. ) 

 ) 

N O T I C E

TO: SEE ATTACHED SERVICE LIST 

PLEASE TAKE NOTICE that on the 24th day of October, 2017, at the hour of 

9:30 a.m. or as soon thereafter as counsel may be heard, I shall appear before the Honorable 

DEBORAH L. THORNE, Bankruptcy Judge, in the Courtroom usually assigned to her, No. 613, 

United States District Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604, or before 

any other Bankruptcy Judge who may be sitting in his place and stead and shall then and there 

present the attached Motion, at which time and place you may appear, if you so see fit. 

/s/ Gina B. Krol

GINA B. KROL 

105 W. Madison St., Suite 1100 

Chicago, IL 60602 

312/368-0300 

GINA B. KROL, on oath, deposes and states that she served a copy of the foregoing Notice 

together with a copy of the Application attached hereto on the persons shown above by the 

means set forth herein, this 18th day of October, 2017. 

. /s/ Gina B. Krol

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SERVICE LIST

US TRUSTEE 

c/o Ms. Gretchen Silver 

Via CM/ECF 

Colfin Funding Midwest LLC 

c/o Ms. Lauren Newman 

Via CM/ECF 

Mr. George Yukich 

c/o Mr. John Cooney 

Via CM/ECF 

19100 Crescent Building LLC 

c/o Ms. Shiela Ramacci 

Via CM/ECF 

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IN THE UNITED BANKRUPTCY COURT 

FOR THE NORTHERN ILLINOIS 

EASTERN DIVISION 

IN THE MATTER OF: ) Chapter 11 

 ) 

 TRINITY 83 DEVELOPMENT LLC, ) 16-24652 

 ) 

 DEBTOR. )

DEBTOR’S MOTION TO AUTHORIZE SALE OF ASSETS

APPROVE THE SALE TERMS AND PROCEDURES 

AND SCHEDULE AN AUCTION AND HEARING TO APPROVE THE SALE

TO THE HONORABLE DEBORAH L. THORNE 

 BANKRUPTCY JUDGE 

 NOW COMES TRINITY 83 DEVELOPMENT LLC, Debtor in Possession herein 

(“Debtor”), by and through its Attorneys, Gina B. Krol and Cohen & Krol, and respectfully 

moves this Honorable Court for the entry of an order pursuant to 11 U.S.C. §§ 363(b) and (f) and 

Fed. R. Bankr. P. 2002, 6004, 6006, 9007, 9008, and 9014: (a) authorizing the sale of the certain 

Personal Property of the Debtor free and clear of any liens, claims or encumbrances (with any 

such liens, claims or encumbrances to attach to the proceeds of sale) to 19100 Crescent Building 

LLC(the “Purchaser”), pursuant to the terms herein; (b) authorizing the Debtor to offer the Real 

and Personal Property for sale at auction pursuant to the terms provided herein; (c) approving (i) 

certain bid protections and procedures (the “Bidding Procedures”) and (ii) the form and manner 

of the sale notice (the “Notice Procedures”), as provided herein; (d) establishing procedures for 

the assumption and assignment of certain contracts; (e) scheduling an auction, if necessary; and 

(f) scheduling a hearing to approve the sale of said Real and Personal Property and assumption 

and assignment of certain contracts. In support of this motion, the Debtor states as follows: 

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I. INTRODUCTION

1. On August 1, 2016 (the “Petition Date”), the Debtor filed its voluntary petition under 

Chapter 11 of the United States Bankruptcy Code. . 

2. The Debtor is the owner of certain commercial real property which consists of a two 

tenant building that is located at 19100 S. Crescent Dr., Mokena, IL. In addition, the 

Debtor is also the owner of certain personal property in the nature of equipment, used in 

the operation of the commercial building. All assets subject to his motion shall 

hereinafter be referred to as the “Property.” 

3. The Debtor has received an offer from 19100 Crescent Building LLC to purchase the 

afore-mentioned Property. In summary, the Purchaser has offered to purchase the 

Property, free and clear of liens, claims and encumbrances, for $1,715,000.00 without 

any material contingencies other than the Auction described below and the entry of a 

final order approving the sale. 

4. This Court has core jurisdiction to hear and resolve this motion pursuant to 28 USC 

§§157(b)(2)(A), (M), (N), and(O) and 1334. 

TERMS OF THE AGREEMENT 

5. On or about October 17, 2017, the Debtor received a contract to purchase from the 

Purchaser for the sale of the Property, subject to Bankruptcy Court approval. The contract 

for purchase is attached hereto as Exhibit “A”. The Purchaser has offered to pay the 

Debtor $1,715,000.00 for the Property (“Purchase Price”). Upon the execution of a sale 

agreement, the Purchaser will make an earnest money deposit (“Earnest Money Deposit”) 

in the amount of Ten Thousand Dollars ($10,000.00). 

6. The Agreement provides for the conveyance of the interest in the Property to 

Purchaser free and clear of all liens, claims or encumbrances. 

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III. TERMS AND PROCEDURES OF THE AUCTION

A. The Auction

7. The Sale Agreement recognizes, and is expressly subject to, the right of the Debtor to 

offer the Property to other parties at an auction sale (the “Auction”). This motion 

contemplates that the Debtor will offer the Property for sale at the Auction, subject to the 

Bidding Procedures set for in this motion and as otherwise approved by this Court. As 

soon as practicable after the conclusion of the Auction, the Debtor (a) shall consult and 

review each Qualified Bid (as defined below) on the basis of financial and contractual 

terms and the factors relevant to the sale process, including those factors affecting the 

speed and certainty of consummation of the transaction, (b) shall determine, in her 

business judgment, which Qualified Bid is the highest or otherwise best offer (the 

“Winning Bidder”), and (c) reject at any time before entry of an Order, any bid that, in 

the Debtor’s reasonable discretion, is (i) inadequate or insufficient, (ii) not in conformity 

with the requirements of the Bankruptcy Code, the Bidding Procedures, or the terms and 

conditions of sale, or (iii) contrary to the best interests of the Estate and its creditors (the 

“Bid Analysis”). In conducting its Bid Analysis, the Trustee may take into account the 

“break-up fee,” as defined herein. 

B. Bid Terms 

 8. The Purchase has requested, and the Debtor proposes that the Bidding Procedures set 

forth immediately below should govern the Auction of the Property, and that this Court 

should enter an order to that effect (the “Procedures Order”) in the form attached hereto: 

 (a) Any competitive bidding for the Property shall be conducted at an auction (the 

“Auction”) at the law offices of Debtor’s counsel, Cohen & Krol, after which the 

Court, after notice and hearing, shall enter an order, authorizing the Sale of the 

Property free and clear of liens and interests (the “Sale Order”). At the Auction, 

the Debtor shall conduct the sale by open bidding, except that nothing contained 

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in the Procedures Order or elsewhere shall prohibit the Debtor, at the Auction, 

from conducting separate or joint discussions with the Purchaser, any Qualified 

Bidder (as defined below) or any creditor or their representatives in private and 

not on the record of such proceeding. A court reporter shall make a record of the 

open bidding as it occurs. 

 (b) Unless otherwise ordered by the Court for cause shown, for any person to 

participate in the Auction (each a “Potential Bidder”), such person must deliver to 

the Debtor such information as the Debtor shall request establishing a Potential 

Bidder’s ability to close the Sale of the Personal Property in a timely manner, 

including a demonstration of financial wherewithal to close such sale; a wire 

transfer or cashier’s or certified check made payable to the Debtor in an amount 

of $50,000.00 as the Earnest Money Deposit; and an executed agreement for 

purchase of the Property in substantially the same form as the Agreement, are in 

form and substance acceptable to the Debtor. Any person qualifying under all of 

the above standards shall be entitled to bid to purchase the Property and will be 

hereinafter referred to as a “Qualified Bidder.” Any bid made by a Qualified 

Bidder shall be referred to as a “Qualified Bid.” Any party wishing to bid at 

Auction for the purchase of the Real and Personal Property must submit said bid 

and bidding requirements to the Trustee by no later than November 20, 2017. 

 (c) A copy of the Bidding Procedures shall be served with the Notice of Auction Sale 

respecting the Auction (the “Auction Notice”) and served pursuant to the 

procedures described in this motion. The Auction Notice shall specify the 

Auction Date and the time and place of the Auction. 

 (d) The Debtor will grant reasonable access to the Property to any person expressing 

an interest in viewing the same for the purpose of making a bid thereon and the 

Debtor will further agree to make financial and such other information concerning 

the Property available to prospective bidders. 

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 (e) The Debtor will offer the Property for sale at the Auction in conformity with 

these Terms and Procedures and the Procedures Order. At the conclusion of the 

Auction, the Trustee will undertake the Bid Analysis to determine which 

Qualified Bid is, in her best judgment, the Winning Bid. At the conclusion of the 

Bid Analysis, the Debtor shall ask the Court to enter an order authorizing the 

Trustee to consummate the transaction in accordance with the Winning Bid with 

the Winning Bidder and to execute such additional documentation as is 

reasonably necessary to close such Sale (as defined below). 

 (f) The Procedures Order will include a requirement that any initial “topping” bid 

must be in the amount of not less than One Million Eight Hundred and Fifteen 

Dollars ($1,815,000.00). 

(g) The Procedures Order will include a requirement that bidding increments be in an 

amount not less than Fifty Thousand Dollars ($50,000.00) of the previous bid. 

 (h) The offers of all Qualified Bidders shall be irrevocable until the earlier of (i) the 

Closing of the sale of the Property or (ii) the withdrawal of the Property for sale 

by the Debtor. 

 (i) In the event that a Winning Bidder defaults in the performance of its obligation to 

purchase the Property pursuant to a Winning Bid, the Winning Bidder’s Earnest 

Money Deposit shall be forfeited and shall immediately be transferred to the 

Debtor. Notwithstanding the foregoing, such forfeiture shall not be in full 

satisfaction of any damages caused to any person by Winning Bidder’s default as 

described herein. Any person making an Earnest Money Deposit who does not 

become the Purchaser (as the Winning Bidder as specified in the Sale Order as 

entered by the Court) shall have its Earnest Money Deposit returned to it within 

two (2) business days after the conclusion of the hearing at which time the 

Winning Bid is confirmed. 

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 (j) In the event that a Winning Bidder defaults in the performance of its obligations 

to purchase the Property pursuant to a Winning Bid, then the next highest bidder 

for the Property shall be required to proceed as the Winning Bidder. 

Consequently, that person’s bid (the “Back-Up Bid”) will be treated as the 

Winning Bid, without further notice, hearing or entry of additional order by the 

Court. 

(k) Any sale of the Property pursuant to the Sale Order (the “Sale”) shall be free and 

clear of all liens, claims, encumbrances, and interests (unless otherwise agreed to 

by such Winning Bidder), with such liens, claims, encumbrances, and interests 

attaching to the proceeds of the Sale (the “Sale Proceeds”) in the same priority as 

those liens and interests enjoyed prior to the Auction and Sale. The Sale Order 

shall expressly so provide. 

 (l) Except as may otherwise be specified in the Agreement, THE SALE OF THE 

PROPERTY SHALL BE ON AN “AS IS, WHERE IS” BASIS AND WITHOUT 

REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR 

DESCRIPTION BY THE DEBTOR, THE BANKRUPTCY ESTATE, OR ITS 

RESPECTIVE AGENTS. By submitting a bid, each Qualified Bidder shall be 

deemed to have acknowledged and represented that (i) it has had an opportunity 

to inspect and examine the Property and to conduct any and all due diligence 

regarding the Property prior to making its bid; (ii) it has relied solely upon it own 

independent review, investigation and/or inspection of any documents and the 

Property in making its bid; and (iii) it did not rely upon any written or oral 

statements, representations, promises, warranties, or guaranties whatsoever, 

whether express or implied, by operation of law or otherwise, regarding the 

Property by any person whatsoever, or the completeness of any information 

provided in connection therewith or the Auction. 

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(m) Notwithstanding anything to the contrary in this Motion or the Agreement, a 

Winning Bid shall have been accepted by the Debtor only upon entry of the Sale 

Order and the Debtor will not be obligated to take any action related to the sale of 

the Property unless and until the Court enters the Sale Order. The Debtor’s 

presentation to the Court for the approval of a Winning Bid does not constitute the 

Debtor’s acceptance thereof. 

 (n) Upon the Court’s entry of the Sale Order, a Winning Bidder(s) (which may be the 

Purchaser) shall become the “Purchaser.” 

 (o) If the Winning Bidder, other than the original Purchaser, 19100 Crescent Building 

LLC, shall acquire the Property under competitive bidding as described herein, 

then Millennium Garage Holdings LLC shall be entitled to a cash break-up fee of 

Seventy-Five Thousand Dollars ($25,000.00) (“Break-Up Fee”), which amount 

will paid by the Debtor from the proceeds of the Sale of the Property at the 

closing. However, if 19100 Crescent Building LLC acquires the Property, then 

19100 Crescent Building LLC shall not be entitled to payment of the Break-Up 

Fee or any reduction of the Purchase Price or Winning Bid. If 19100 Crescent 

Building LLC acquires the Property, the price set forth in the Winning Bid shall 

thereafter be and constitute the Purchase Price pursuant to this Agreement. 

 9. To the extent that a Break-Up Fee is paid to the Purchaser in connection with the 

Bidding Procedures, such Break-Up Fee must and shall remain free and clear of 

any claim or lien of secured creditors. See In re CXM, Inc., 307 B.R. 94 (Bankr. 

N.D. Ill. 2004). 

IV. THE SALE HEARING

 10. At the conclusion of the Auction, if any, and as soon as the Debtor has determined 

which person is or persons are the Winning Bidder, the Debtor shall present the 

Winning Bid to the Court and request the entry of the Sale Order containing all 

approvals and authorizations that, in the Debtor’s judgment, are necessary to 

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effectuate and consummate the transactions set forth in the Winning Bid(s). The 

Debtor will seek a finding in the Sale Order that the Purchaser is a good faith 

purchaser. 

 11. Notwithstanding anything to the contrary, in this motion or the Agreement, a 

Winning Bid will have been accepted by the Debtor only upon entry of the Sale 

Order, and the Debtor will have no obligation to any entity, nor be obligated to 

take any action related to the sale of the Property, unless and until the Court enters 

a Sale Order satisfactory to the Debtor. The Debtor’s presentation to the Court 

for the approval of the Winning Bid does not constitute the Debtor’s acceptance 

thereof. Should no other “Qualified Bids, as such term is defined in the 

Agreement, be received, then the Debtor shall submit the Agreement to the Court 

for approval. 

V. THE RELIEF REQUESTED

 12. By this motion, the Debtor respectfully requests that the Court immediately enter 

the Procedures Order in the form attached to this motion, which provides 

essentially for the following relief: 

 A. Authorizes the Debtor to offer the Property for sale at the Auction; 

 B. Approves the Bidding Procedures for the sale of the Property; 

 

 C. Approves the provision for the Break-Up Fee and other Bid Protections in 

favor of Purchaser under the terms of the Agreement in the event that 

Purchaser is not the Winning Bidder for the Property; 

 

 D. Sets the time for the Auction as 11:00 a.m. Central Time, on November 

21, 2017 and the place for the Auction as the Offices of Attorneys for the 

Debtor, Cohen & Krol, 105 W. Madison Street, Suite 1100, Chicago, IL 

60602; 

 E. Sets a deadline for parties to submit competing bids and bid requirements 

by November 20, 2017; 

 

 F. Sets a deadline for parties to object to the proposed sale by November 24, 

2017 and schedules sale hearing to be held, subject to Court’s availability, 

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on November 28, 2017, at which time the Debtor will seek the entry of the 

Sale Order (the “Sale Hearing”); and 

 F. Authorizes and directs the Debtor to execute any documents that may be 

reasonably necessary or desirable to implement the Agreement. 

VI. BASIS FOR RELIEF REQUESTED 

 13. The Debtor believes that the sale of the Property to Purchaser, subject to the 

Auction, represents the best opportunity under the existing circumstances to 

maximize the value of this particular property. The Debtor has reached this 

conclusion, based on the exercise of its business judgment, after consultation with 

the parties. Accordingly, the Debtor respectfully submits that entry of the 

Procedures Order and the Sale Order are in the best interests of the estate and its 

creditors and should be approved. 

 14. The Debtor has also determined that it is in the best interests of the estate that the 

Court authorizes the Debtor to sell the Property at the Auction. The Debtor 

proposes to conduct the Auction at the Offices of Debtor’s Attorneys, Cohen & 

Krol, or such other place as the Debtor designates, on November 21, 2017, or 

such other place or date as the Court shall set. 

VII. SALE UNDER SECTION 363 (b)(1)

 15. Section 363(b)(1) permits a trustee to “use, sell, or lease, other than in the 

ordinary course of business, property of the estate,” after notice and a hearing. 

“[T]he sale substantially all of a debtor’s assets is a transaction outside of the 

ordinary course of business, which requires bankruptcy court approval to become 

effective.” In re O’Brien Envtl. Energy, Inc., 181 F.3d 527, 531 (3rd Cir.1999). 

 16. Courts generally approve sales outside of the ordinary course of business under 

§363(b)(1) whenever such sale is in the best interests of the estate. See, In re 

Telesphere Communications, Inc., 179 B.R. 544, 553 (Bankr. N.D. Ill. 1994); In 

re Apex Oil Co., 92 B.R. 847, 866 (Bankr. E.D. Mo. 1988). 

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 17. Additionally, courts generally require that adequate and reasonable notice of the 

sale be provided to interested parties, and that the purchase price be fair and 

reasonable. See, In re Delaware & Hudson Rwy. Co., 124 B.R. 169, 176 (D.Del. 

1991); In re Taylor, 198 B.R. 142, 156-57 (Bankr. D. S.C. 1996); In re Country 

Manor of Kenton, Inc., 172 B.R. 217, 220 (Bankr. N.D. Ohio 1994). Further, the 

Debtor and the Purchaser will request that the Court make a finding that: (i) the 

Purchaser acted in good faith in negotiating the sale price; (ii) the Notice 

Procedures provided sufficient notice for entry of the Sale Order; and (iii) the sale 

price is fair and reasonable. 

VIII. SECTION 363(M) GOOD FAITH PURCHASER DESIGNATION

 18. Section 363(m) of the Bankruptcy Code, which pertains to a sale such as that 

proposed in this Motion, incorporates the term “good faith” as a requirement. 

Section 363(m) provides: 

The reversal or modification on appeal of an authorization under 

subsection (b) or (c) of this section of a sale or lease of property does not 

affect the validity of a sale or lease under such authorization to an entity 

that purchased or lease such property in good faith, whether or not such 

entity knew of the pendency of the appeal, unless such authorization and 

such sale or lease were stayed pending appeal. 

 11 U.S.C. §363(m) (emphasis added). 

 19. A good faith purchaser under Section 363 (m) has been defined in the case law to 

mean “one who purchases in ‘good faith’ and for ‘value’.” Kabro Assocs. Of West 

Islip, LLC v. Colony Hill Assocs. (In re Colony Hills Assocs.), 111 F.3d 269, 276 

(2d Cir. 1997), citing, Cumberland Farms Dairy, Inc. v. National Farmers’ Org. 

(In Re Abbotts Dairies of Penn., Inc.), 788 F.2d 143, 147 (3d Cir. 1986)); see, 

Ewell v. Diebert (In re Ewell), 958 F.2d 276, 281 (9th Cir. 1992); Badami v. 

Burgess (In re Burgess), 246 B.R. 352, 355-56 (B.A.P. 8th Cir. 2000). 

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 20. As the United States Court of Appeals for the Seventh Circuit stated in In re Rock 

Industries Machinery Corp., 571 F.2d 1195 (7th Cir. 1978), the “good faith” 

component of the test: 

speaks to the equity of [the bidder’s] conduct in the course of sale 

proceedings. Typically, the misconduct that would destroy a purchaser’s 

good faith status at a judicial sale involves fraud, collusion between the 

purchaser and other bidders or the trustee, or an attempt to take grossly 

unfair advantage of other bidders. 

Id. At 1198; see, Kabro Assocs., 111 F3d at 276; Mark Bell Furniture Warehouse, 

Inc. v. D.M. Reid Assocs. (In re Mark Bell), 992 F.2d 7, 8 (1st Cir. 1992); In 

Ewell, 958 F.2d at 281. 

 21. With respect to the proposed transaction, the managing member of this Purchaser 

LLC is a business associate of the managing member of the Debtor; however, no 

person affiliated with the Debtor has any financial stake in this Purchaser LLC. 

Notwithstanding this, the Debtor will request a finding if it believes the Purchaser 

qualifies for designation as a good faith purchaser. In this respect, the Debtor 

may provide testimony that the Purchaser has at all times in the sales process and 

Auction, acted in good faith. 

 Accordingly, at the Sale Hearing, the Trustee may request that the Court designate 

 the Purchaser as a good faith purchaser, as such term is used in §363(m). 

IX. BREAK-UP FEE

 22. “A break-up fee, or more appropriately a termination fee, is an incentive payment 

to a prospective purchaser with which a company fails to consummate a 

transaction.” In re Integrated Resources, Inc., 147 Bankr. 650, 653 (S.D.N.Y. 

1992), app. dismissed on jurisdictional grounds, 3 F.3d 49 (2d Cir. 1993). Outside 

of bankruptcy, the courts have dealt with the concept of break-up fees and other 

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bidding incentives in merger and acquisition cases, in which break-up fees are 

often part of the deal. The break-up fee is designed in part to compensate for the 

risk of losing a signed deal. Beebe v. Pacific Realty Trust, 578 Supp. 1128, 1150 

n.7 (D.Or. 1984). 

 23. Generally, break-up fees are allowed as long as they “enhance” the bidding, and 

are reasonable in relation to the bidder’s efforts and the size of the transaction. As 

long as procedural safeguards accompanied the approval of the bidding incentive 

by the board of directors, those bidding incentives will not be disturbed by the 

courts. The Court should consider the potential Purchaser’s investment of both 

time and money when determining whether a break-up fee is reasonable. In 

general, a break-up fee is permissible if reasonably related to the bidder’s efforts 

and the transaction’s magnitude. Cottle v. Storer Communications, Inc., 849 F.2d 

570, 578 (11th Cir. 1988). 

 24. Purchaser has undertaken due diligence in determining whether to make an offer 

for the Property. Any other prospective purchaser may choose to do less due 

diligence relying on the fact that Purchaser has already determined its willingness 

to commit to acquire the Property. Accordingly, a Break-Up Fee is fair, 

reasonable and necessary to protect the Purchaser and to attract the Purchaser as a 

purchaser of the Property. Accordingly, the Debtor respectfully requests that the 

Break-Up Fee provision of the Agreement be explicitly approved and authorized 

by the Court. 

X. THE COMPETITIVE BIDDING PROCEDURES 

 25. “The purpose of procedural bidding orders is to facilitate an open and fair sale 

designed to maximize value for the estate. To accomplish that goal, bankruptcy 

courts are necessarily given discretion and latitude in conducting the sale.” In re 

 Edwards, 228 B.R. 552, 561 (Bankr. E.D. Pa. 1998); Corporate Assets, Inc. v. 

Paloian, 368 F.3d 761, 767 (“bankruptcy court’s confirmation or refusal to 

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 confirm an asset sale will only be overturned in extreme cases, when the 

bankruptcy court has abused discretion”). 

 26. The Debtor believes that the Bidding Procedures will effectuate these goals and 

that these procedures represent the best opportunity for the maximization of value 

for the estate and its creditors. In this same vein, the Debtor believes that the 

Bidding Procedures adequately safeguard the interests of the estate and its 

creditors in achieving a maximum return from the sale of the Property. 

According, the Debtor respectfully requests that the Bidding Procedures be 

approved and authorized. 

XI. SECTION 363(F): SALE FREE AND CLEAR

 27. Section 363 (f) of the Bankruptcy Code governs “free and clear” sales of estate 

property, providing, in relevant part, as follows: 

The trustee may sell property under subsection (b)... of this section free 

and clear of any interest in such property of an entity other than the estate, 

only if-- 

 (1) applicable nonbankruptcy law permits sale of such 

 property fee 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 

 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 a money satisfaction of such interest. 

 11 U.S.C. §363(f) 

 28. Accordingly, under this provision, the Debtor may sell the Property free and clear 

of all liens, claims, interests and encumbrances. The Debtor believes that the free 

and clear provisions of the Agreement now comport, or at the time of sale will 

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comport, with §363(f). In this respect, the Debtor believes that all creditors 

asserting valid interests in and against the Property either already have, or prior to 

the Sale Hearing will likely have, consented to (or otherwise not object to) the 

sale or that such creditors could be compelled, in a legal or equitable proceeding, 

to accept a money satisfaction of their interest. 

 29. Further, the Debtor submits that any lien, claim, interest, or encumbrance asserted 

against the Property will be adequately protected by attachment to the Sale 

Proceeds. Accordingly, the Debtor respectfully requests that the Court permit the 

transfer of the Property to the Purchaser free and clear of all liens, claims, 

interests and encumbrances, with such liens, claims, interests and encumbrances 

attaching to the Sale Proceeds. 

 XII. THE NOTICE PROCEDURES 

 30. Upon entry of the Procedures Order, the Debtor shall serve the Auction Notice, in 

substantially the form attached hereto, upon (a) all of the Debtor’s creditors; (b) 

all entities known to have expressed a substantial interest in purchasing the 

Property; (c) all other entities known to have asserted any lien, claim, interest or 

encumbrance in or upon any Property; (d) all federal, state, and local regulatory or 

taxing authorities or recording offices which have reasonably known interest in 

the relief requested by the Motion; (e) the United States Trustee; and (f) the 

Internal Revenue Service. Subsequent to such service of the Auction Notice, the 

Debtor shall provide the Auction Notice in response to any party’s written 

request. 

 31. The Debtor believes that if the foregoing Notice Procedures are approved and 

authorized, creditors and other parties in interest will receive adequate notice of 

the sale. Under these procedures, notice of the sale is reasonably calculated to 

provide timely and adequate notice to those parties most interested in the case, 

and those parties potentially interested in bidding for the Personal Property. 

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XIII. NOTICE

 Notice of this motion has been given to: (i) the Office of the United States 

Trustee; (ii) counsel to the Lender; (iii) counsel to the Purchaser; and (iv) parties 

requesting notice in the case. In light of the nature of the relief requested, the 

Debtor requests that this Court find the notice provided for herein sufficient under 

the circumstances and waive and dispense with any further notice requirements. 

 WHEREFORE, the Debtor requests that this Court enter an order granting the relief 

requested in this Motion, specifically authorizing the terms, conditions and procedures as 

outlined herein and granting such other and further relief as the Court deems just and equitable. 

 TRINITY 83 DEVELOPMENT LLC, Debtor 

 By: /s/ Gina B. Krol

 One of Attorneys for the Debtor 

GINA B. KROL 

COHEN & KROL 

105 W. Madison Street 

Suite 1100 

Chicago, IL 60602 

312/368-0300 

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