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FILED

JUL 11 2014

SUSAN M. SPRAUL, CLERK

U.S. BKCY. APP. PANEL

OF THE NINTH CIRCUIT

NOT FOR PUBLICATION

UNITED STATES BANKRUPTCY APPELLATE PANEL

OF THE NINTH CIRCUIT

In re: ) BAP No. NC-13-1318-JuKuD

)

KVN CORPORATION, INC., ) Bk. No. 13-10477

)

Debtor. )

______________________________)

) M E M O R A N D U M*

LINDA S. GREEN, Chapter 7 )

Trustee, )

)

Appellant. )

______________________________)

Submitted Without Oral Argument on July 11, 2014**

Filed - July 11, 2014

Appeal from the United States Bankruptcy Court

for the Northern District of California

Honorable Alan Jaroslovsky, Bankruptcy Judge, Presiding

_________________________

Appearances: Jean Barnier, Esq., of MacConaghy & Barnier, PLC,

on brief for appellant Linda S. Green, Chapter 7

Trustee.

________________________

Before: JURY, KURTZ, and DUNN, Bankruptcy Judges.

* This disposition is not appropriate for publication.

Although it may be cited for whatever persuasive value it may

have (see Fed. R. App. P. 32.1), it has no precedential value. 

See 9th Cir. BAP Rule 8013-1.

** On June 18, 2014, this Panel entered an order determining

that this appeal was suitable for submission without oral

argument. 
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Linda S. Green, chapter 71 trustee (Trustee) in the

bankruptcy estate of KVN Corporation, Inc. (KVN or debtor), filed

a motion seeking approval of a stipulation between Trustee and

Wilshire State Bank (Bank) which contemplated a sale of the

Bank’s fully encumbered property in exchange for a carve out from

the lien proceeds paid to the bankruptcy estate. The bankruptcy

court denied the motion and Trustee’s later filed motion for

reconsideration. This appeal followed. For the reasons

discussed below, we REVERSE and REMAND this matter with

instructions to the bankruptcy court to enter an order granting

Trustee’s motion. 

 I. FACTS

The essential facts are few and undisputed. KVN owned a

sporting goods store. KVN was indebted to the Bank under the

terms of a note in the original principal sum of $915,000. The

note was secured by KVN’s real property and by substantially all

of its business assets. 

On March 8, 2013, KVN filed its chapter 7 petition and Green

was appointed chapter 7 trustee. In Schedule A, debtor listed

inventory including “liquor, gun, ammunition, cleaning kits, and

fishing reels” with a value of $28,950. Debtor failed to reflect

the Bank’s security interest in the inventory, but listed the

Bank as a secured creditor against its real property in Schedule

D. At the time of the filing, debtor owed the Bank approximately

$309,569. In Schedule F, debtor listed unsecured claims in the

1 Unless otherwise indicated, all chapter and section

references are to the Bankruptcy Code, 11 U.S.C. §§ 101-1532, and 

“Rule” references are to the Federal Rules of Bankruptcy

Procedure.

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amount of $107,565. After the filing, Trustee removed rifles and

guns from debtor’s store and placed them in a gun storage locker

at the cost of $25 per day. Trustee employed an auctioneer to

conduct a public sale of these assets, which would likely bring

$10,000. After reviewing public records, Trustee learned that

the Bank held a perfected UCC-1 on all of debtor’s inventory,

including the firearms. Trustee contacted the Bank and informed

it that the firearms had been removed for safekeeping and that

the Bank could retrieve them. 

In late April 2013, the Bank contacted Trustee and requested

her assistance in selling the firearms through the auctioneer she

had employed. The Bank agreed that it would pay for the storage

costs and split the net proceeds with the bankruptcy estate. 

Trustee agreed based on her belief that the transaction would net

between $4,200 to $4,400 for the benefit of unsecured creditors. 

Trustee and the Bank entered into a stipulation setting forth

these terms.

Trustee subsequently filed a motion seeking approval of the

stipulation from the bankruptcy court. At the May 10, 2013

hearing, the bankruptcy court denied Trustee’s motion. 

Initially, the court made reference to Charles Duck, a former

trustee in the Northern District of California, who “had a habit

of making deals with secured creditors even though there was no

equity he would sell the — he would liquidate the asset and have

various types of arrangements for sharing the proceeds. And I

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put a stop to that many years ago.”2 The court further opined: 

[T]he role of a chapter 7 trustee is to closely examine

the secured creditor’s security interest and defeat it,

if the trustee can. And, if not, turn the asset over

to the secured creditor. It is a slippery slope, to my

mind, when the debtor and the secured creditor start

making deals. I do not believe it’s the appropriate

role of a chapter 7 trustee to liquidate fullyencumbered assets. 

Counsel for Trustee and the Bank both emphasized that there

was full disclosure, everything was above board, and there would

be a return to the unsecured creditors. The Bank’s counsel

further explained that the auctioneer hired by Trustee had the

expertise to sell the firearms in a lawful manner which caused it

to agree to release its lien on fifty percent of the proceeds. 

The bankruptcy court responded: “I have no problem if your client

wants to waive its security, and the trustee can liquidate it in

the ordinary course. I just have a problem with the sharing

arrangement.” The court opined that “arrangements like this are

dangerous because they can lead to improper activity.” The court

concluded: “So in this particular case I do not believe that the

benefits to the estate outweigh my concerns for the proper role

of the trustee and the bankruptcy system.” On May 15, 2013, the

bankruptcy court entered the order denying approval of the

stipulation. 

Trustee moved for reconsideration. Trustee argued that

there was nothing in the bankruptcy code which prevented her from

2 Charles Duck is a former bankruptcy trustee who was

convicted for embezzling more than $1.9 million from various

bankruptcy estates in late 1989. See Dickinson v. Duck

(In re Duck), 122 B.R. 403, 404 (Bankr. N.D. Cal. 1990). The

bankruptcy court made clear that it was not equating Ms. Green

with Mr. Duck.

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entering into agreements with secured creditors or that stated a

chapter 7 trustee’s proper role was to liquidate only unsecured

assets. Trustee further asserted that there was nothing in the

agreement between her and the Bank which suggested the parties

were acting in an improper manner. Trustee noted that § 506(c)

provided authority that administrative expenses could be paid

from the sale of secured assets even if there was no benefit to

unsecured creditors and when the secured creditor caused or

consented to the expense. See Compton Impressions, Ltd. v. Queen

City Bank N.A. (In re Compton Impressions), 217 F.3d 1256 (9th

Cir. 2000). 

On June 14, 2013, the bankruptcy court heard the matter and

took it under advisement. Two days later, the bankruptcy court

issued its Memorandum of Decision and denied Trustee’s motion for

reconsideration. The bankruptcy court opined that arrangements

between trustees and secured creditors raised a presumption of

impropriety and found that Trustee had not rebutted that

presumption. On June 17, 2013, the court entered the order

denying Trustee’s motion for reconsideration. Trustee timely

appealed. 

 II. JURISDICTION

The bankruptcy court had jurisdiction pursuant to 28 U.S.C.

§§ 1334 and 157(b)(2)(A), (N) and (O). We have jurisdiction

under 28 U.S.C. § 158. 

III. ISSUE

Whether the bankruptcy court abused its discretion by

denying approval of the stipulation between Trustee and the Bank

which contemplated a sale of the Bank’s fully encumbered property

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in exchange for a carve out from the lien proceeds to the

bankruptcy estate.

 IV. STANDARD OF REVIEW

The bankruptcy court’s decision denying approval of the

stipulation between Trustee and the Bank is reviewed for abuse of

discretion. A & A Sign Co. v. Maughan, 419 F.2d 1152, 1155 (9th

Cir. 1969). A bankruptcy court abuses its discretion when it

applies the incorrect legal rule or its application of the

correct legal rule is “(1) illogical, (2) implausible, or

(3) without support in inferences that may be drawn from the

facts in the record.” United States v. Loew, 593 F.3d 1136, 1139

(9th Cir. 2010). 

V. DISCUSSION

A. The General Rule Is That The Sale Of Fully Encumbered 

Property Is Prohibited.

We begin with an overview of the chapter 7 trustee’s duties

under § 704 and his or her power to sell under § 363. Under

§ 704(a)(1), a chapter 7 trustee has the duty to “collect and

reduce to money the property of the estate for which such trustee

serves . . . .” To fulfill this duty, the trustee’s “primary job

is to marshal and sell the assets so that those assets can be

distributed to the estate’s creditors.” U.S. Tr. v. Joseph (In

re Joseph), 208 B.R. 55, 60 (9th Cir. BAP 1997). Indeed, a core

power of a bankruptcy trustee under § 363(b) is the right to sell

“property of the estate” for the benefit of a debtor’s creditors. 

See § 363(b)(1) (“The trustee, after notice and a hearing, may

use, sell, or lease, other than in the ordinary course of

business, property of the estate. . . .”). Under § 363(f)(2), a

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bankruptcy trustee may sell property of the estate free and clear

of a lien or other interest where the holder of the lien or

interest consents. 

It is universally recognized, however, that the sale of a

fully encumbered asset is generally prohibited. Carey v. Pauline

(In re Pauline), 119 B.R. 727, 728 (9th Cir. BAP 1990); In re

Scimeca Found., Inc., 497 B.R. 753, 781 (Bankr. E.D. Pa. 2013)

(“It is generally recognized that a chapter 7 trustee should not

liquidate fully encumbered assets, for such action yields no

benefit to unsecured creditors.”) (citing Morgan v. K.C. Mach. &

Tool Co. (In re K.C. Mach. & Tool Co.), 816 F.2d 238, 245–46 (6th

Cir.1987)); In re Covington, 368 B.R. 38, 41 (Bankr. E.D. Cal.

2006) (“[W]hen an asset is fully encumbered by a lien, it is

considered improper for a chapter 7 trustee to liquidate the

asset.”); In re Feinstein Family P’ship, 247 B.R. 502, 507

(Bankr. M.D. Fla. 2000) (“Clearly, the Code never contemplated

that a Chapter 7 trustee should act as a liquidating agent for

secured creditors who should liquidate their own collateral.”); 

In re Preston Lumber Corp., 199 B.R. 415, 416 (Bankr. N.D. Cal.

1996) (actual conflict of interest arises when the trustee sees

he can make more money for himself by liquidating collateral for

a secured creditor than he can by asserting a claim against the

secured creditor on behalf of the estate); In re Tobin, 202 B.R.

339, 340 (Bankr. D.R.I. 1996) (“The mission of the Chapter 7

trustee is also to enhance the debtor’s estate for the benefit of

unsecured creditors.”). 

The prohibition against the sale of fully encumbered

property is also embedded in the official Handbook for Chapter 7

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Trustees in several places: 

Generally, a trustee should not sell property subject

to a security interest unless the sale generates funds

for the benefit of unsecured creditors. A secured

creditor can protect its own interests in the

collateral subject to the security interest. 

U.S. DOJ Exec. Office for U.S. Trs., Handbook for Chapter 7

Trustees at 4–16 (2012) (hereinafter, Handbook). The Handbook

further provides:

A chapter 7 case must be administered to maximize and

expedite dividends to creditors. A trustee shall not

administer an estate or an asset in an estate where the

proceeds of liquidation will primarily benefit the

trustee or the professionals, or unduly delay the

resolution of the case. The trustee must be guided by

this fundamental principle when acting as trustee.

Accordingly, the trustee must consider whether

sufficient funds will be generated to make a meaningful

distribution to unsecured creditors, including

unsecured priority creditors, before administering a

case as an asset case. 28 U.S.C. § 586. 

Id. at 4-1. Finally, 

[i]n asset cases, when the property is fully encumbered

and of nominal value to the estate, the trustee must

immediately abandon the asset and contact the secured

creditor immediately so that the secured creditor can

obtain insurance or otherwise protect its own interest

in the property. [§§] 554, 704.

Id. at 4-7. Taken together, the above-referenced authorities

stand for the proposition that sales of fully encumbered assets

are generally improper. In that instance, the trustee’s proper

function is to abandon the property, not administer it, because

the sale would yield no benefit to unsecured creditors. 

In fact, “‘the principle of abandonment was developed . . .

to protect the bankruptcy estate from the various costs and

burdens of having to administer property which could not

conceivably benefit unsecured creditors of the estate.’” 

In re Pauline, 119 B.R. at 728; see also In re K.C. Mach. & Tool

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Co., 816 F.2d at 246 (“[I]n enacting § 554, Congress was aware of

the claim that formerly some trustees took burdensome or

valueless property into the estate and sold it in order to

increase their commissions.”). However, “[a]bandonment should

not be ordered where the benefit of administering the asset

exceeds the cost of doing so. . . . Absent an attempt by the

trustee to churn property worthless to the estate just to

increase fees, abandonment should very rarely be ordered.” 

In re K.C. Mach. & Tool Co., 816 F.2d at 246; see also Vu v.

Kendall (In re Vu), 245 B.R. 644, 647–48 (9th Cir. BAP 2000).

B. There Is No Per Se Rule That Bans Carve-Out Agreements. 

Despite the general rule prohibiting the sale of fully

encumbered property, chapter 7 trustees may seek to justify the

sale through a negotiated carve-out agreement with the secured

creditor. A carve-out agreement is generally understood to be

“an agreement by a party secured by all or some of the assets of

the estate to allow some portion of its lien proceeds to be paid

to others, i.e., to carve out its lien position.” Costa v.

Robotic Vision Sys., Inc. (In re Robotic Vision Sys., Inc.),

367 B.R. 232, 240 n.23 (1st Cir. BAP 2007); see also In re

Besset, 2012 WL 6554706, at *5 n.5 (9th Cir. BAP 2012). There is

no per se rule that bans this type of contractual arrangement: 

“[C]reditors are generally free to do whatever they wish with the

bankruptcy dividends they receive, including to share them with

other creditors.” Official Unsecured Creditors Comm. v. Stern

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(In re SPM Mfg. Corp.), 984 F.2d 1305, 1313 (1st Cir. 1992).3

The Handbook also provides some guidance on carve-out

agreements in the context of a sale: 

A trustee may sell assets only if the sale will result

in a meaningful distribution to creditors. In

evaluating whether an asset has equity, the trustee

must determine whether there are valid liens against

the asset and whether the value of the asset exceeds

the liens. The trustee may seek a ‘carve-out’ from a

secured creditor and sell the property at issue if the

‘carve-out’ will result in a meaningful distribution to

creditors. . . . If the sale will not result in a

meaningful distribution to creditors, the trustee must

abandon the asset.

Handbook at 4–14.

C. The Genesis Of The Bankruptcy Court’s “Presumption Of 

Impropriety” Is Based On Past Abuses Of Carve-Out 

Agreements Such As This.

Although there is no per se ban on carve-out agreements,

agreements such as the one before us have been reviewed under a

standard of heightened scrutiny due to past abuses. One court

noted: 

It is not rare that trustees of Chapter 7 estates are

approached by secured creditors who seek the trustee’s

help to liquidate fully encumbered collateral. They

realize that before the trustee is willing to go along

with the proposition the secured creditor must put a

little sweetener in the deal by agreeing to pay

sufficient sums to compensate the trustee and to pay

other costs of administration. The more sophisticated

trustee may demand that the secured creditor throw in a

pittance to pay a meaningless dividend to unsecured

creditors, making the arrangement more palatable to the

court. The proposition is very attractive from the

secured creditor’s point of view and economically sound

because it may stave off a possible attempt by the

trustee to seek to surcharge the collateral and, most

importantly, save the potentially expensive cost of a

foreclosure suit. The offered deal is also attractive

to the trustee because it assures that he or she will

3 The SPM court also held that the bankruptcy court had no

authority to control how the secured creditor disposed of the

proceeds once it received them. Id. at 1313.

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earn a commission in an otherwise no asset case and may

seek a commission based on the gross sales price and

not on the net distributed to parties of interest. 

In re Feinstein Family P’ship, 247 B.R. at 507; see also

In re Pauline, 119 B.R. at 728 (“Some of the early cases

condemned this particular practice [,] . . . and decried the

practice of selling burdensome or valueless property simply to

obtain a fund for their own administrative expenses.”) (citing

Standard Brass Corp. v. Farmers Nat’l Bank, 388 F.2d 86 (7th Cir.

1967); Miller v. Klein (In re Miller), 95 F.2d 441 (7th Cir.

1938); and Seaboard Nat’l Bank v. Rogers Milk Prods. Co., 21 F.2d

414 (2d Cir. 1927)). Against this historical backdrop, coupled

with the bankruptcy court’s first-hand experience with Mr. Duck,

there is support for the bankruptcy court’s conclusion that a

presumption of impropriety arises under these circumstances. 

We do not agree with Trustee’s argument that the literal

text of §§ 704(a)(1), 506(c), and 363(f)(2) “compels the

conclusion that the ‘presumption of impropriety’ suggested by the

bankruptcy court . . . was error.” The issue presented in this

appeal is not simply a matter of interpreting any of these

statutes where the “plain language” applies. If this were the

case, we could ignore the well-settled case law, including our

own, that espouses the proposition that a sale of fully

encumbered property is generally inappropriate because there is

no benefit to unsecured creditors. We would also undermine the

guidance provided to chapter 7 trustees in the Handbook, which

Trustee fails even to mention in this appeal.

 Further, in our view, § 506(c) does not apply under these

circumstances. Substantively, the elements that Trustee must

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prove for a § 506(c) claim are different from those needed to

justify a sale of fully encumbered property in connection with a

carve-out agreement. See In re Cascade Hydraulics and Util.

Serv., Inc., 815 F.2d 546, 548 (9th Cir. 1987) (under § 506(c)

the trustee must show that the expenses incurred were reasonable,

necessary, and beneficial to the secured creditor and to satisfy

the benefit part of the test, the trustee must “establish in

quantifiable terms that [she] expended funds directly to protect

and preserve the collateral.”); compare In re Bunn-Rodemann,

491 B.R. 132 (Bankr. E.D. Cal. 2013) (finding “incentive payment”

arrangement between secured creditor and trustee for sale of

fully encumbered real property “consistent” with § 506(c)). 

Of course, the presumption of impropriety is a rebuttable

one. To rebut the presumption, the case law directs the

following inquiry: Has the trustee fulfilled his or her basic

duties? Is there a benefit to the estate; i.e., prospects for a

meaningful distribution to unsecured creditors? Have the terms

of the carve-out agreement been fully disclosed to the bankruptcy

court? If the answer to these questions is in the affirmative,

then the presumption of impropriety can be overcome, as it is in

this case. 

 First, the record shows that Trustee fulfilled her basic

duties. She examined the Bank’s asserted security interest

against the firearms and found its lien valid. See Handbook at

4-5. She then informed the Bank where the firearms were so it

could retrieve its collateral. See Handbook at 4-7. The Bank

subsequently approached Trustee to conduct the sale. Second,

Trustee fully disclosed the terms of the carve-out agreement to

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the bankruptcy court and the creditor body, which is contrary to

any inference of a secret side deal between Trustee and the Bank. 

Next, Trustee demonstrated that the lien proceeds would provide a

benefit to the unsecured creditors. Due to the benefit, as more

fully discussed below, we cannot infer that Trustee was

administering the asset for primarily her own benefit. See

Handbook at 4-1. In short, none of these undisputed facts

suggest any type of abuse by Trustee. 

The undisputed facts also show that the carve out from

one-half of the lien proceeds takes this case out of the

generally recognized rule that abandonment of fully encumbered

property is appropriate because no unsecured creditor could

benefit from a sale. At first blush, $5,000 from the lien

proceeds does not seem like much of a benefit. However, even if

the net recovery (i.e., recovery after all costs associated with

obtaining the recovery) is a small dollar amount, it is still a

benefit to the unsecured creditors in this case. Here, Trustee

previously sold an unencumbered liquor license for approximately

$103,000 and added to that amount will be the proceeds from the

carve out.4 Accordingly, the proceeds from the sale of the

firearms will contribute to what already appears to be a

“meaningful distribution” to unsecured creditors. 

Under these circumstances, the Bank’s agreement to the carve

out essentially operates as an assignment of equity in the

firearms for the benefit of the unsecured creditors, thus

4 We take judicial notice of Dkt. No. 56 in the underlying

bankruptcy case pursuant to Atwood v. Chase Manhattan Mortg. Co.

(In re Atwood), 293 B.R. 227, 233 n.9 (9th Cir. BAP 2003).

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justifying Trustee’s action in selling the fully encumbered

property rather than abandoning it. “Absent an attempt by the

trustee to churn property worthless to the estate just to

increase fees, abandonment should very rarely be ordered.” 

In re Vu, 245 B.R. at 647–48.

In sum, the bankruptcy court’s conclusion that Trustee

failed to rebut the presumption of impropriety is illogical and

without support in inferences that may be drawn from the facts in

the record. See Loew, 593 F.3d at 1139. The record demonstrates

that Trustee fulfilled her basic duties, unsecured creditors will

benefit, and the terms of the carve-out agreement were fully

disclosed. Because the presumption of impropriety was rebutted,

the bankruptcy court abused its discretion in denying Trustee’s

motion seeking approval of the stipulation. 

D. The Case Law Cited By The Bankruptcy Court In Support Of 

Its Decision Is Distinguishable. 

 

The bankruptcy court cited In re Pauline, In re Preston

Lumber, and In re Covington in support of its decision denying

approval of the stipulation. Collectively, these cases stand for

the proposition that overencumbered property generally should be

abandoned, not administered, because there is no benefit to

unsecured creditors. As noted above, most courts recognize this

general rule. Furthermore, in each case, the court found the

trustee’s actions inappropriate under the circumstances of the

case. However, none of these cases support the bankruptcy

court’s decision in this case. 

In Pauline, the chapter 7 trustee decided to abandon the

debtor’s home and then reversed his decision, stating his

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intention to sell it. The debtor moved to compel the trustee to

abandon the property. After considering the motion, the

bankruptcy court required the trustee to find a buyer for the

debtor’s home within 60 days at a price sufficient to satisfy all

liens on the home plus the allowed amount of the debtor’s

homestead exemption, in the absence of which the debtor’s home

would be deemed abandoned. In re Pauline, 119 B.R. at 728. On

appeal, the Panel affirmed the bankruptcy court’s decision in

part, because (1) the IRS did not ask the trustee to sell the

property for the IRS’ benefit, and (2) the trustee apparently had

“engaged in . . . conduct designed to enhance the size of his

bank account rather than the size of the funds available for the

debtor’s unsecured creditors . . . .” Id. at 728. Unlike in

Pauline, the Bank here supports Trustee’s sale due to the

auctioneer’s expertise in selling the firearms in a lawful manner

and, as discussed above, a sale will benefit unsecured creditors,

not just increase the fees paid to Trustee.5

The holding in In re Preston Lumber Corp. also does not

drive the outcome in this case. There, the secured creditor,

Sumitomo Bank and the debtor’s industrial lessor had a dispute as

to the priority of their lien rights in fully encumbered sawmill

equipment and rolling stock. Sumitomo convinced the chapter 7

trustee to sell the assets free and clear of liens, in exchange

for a pre-fixed commission for the trustee and $35,000 fee for

5 Whether or not Trustee will be awarded fees from the

eventual sale of the firearms was not at issue before the

bankruptcy court nor is it relevant to our analysis in this

appeal. The bankruptcy court may consider the appropriate fee at

a hearing on compensation.

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the trustee’s attorney. The bankruptcy court found the

arrangement “highly improper” on the grounds that (1) there was

no resulting benefit to the estate and (2) the trustee and his

counsel were motivated by personal gain. In re Preston Lumber

Corp., 199 B.R. at 416-17. The case is distinguishable on its

face because, as discussed above, there is no evidence here that

Trustee was motivated by personal gain and there likely is a

resulting benefit to unsecured creditors arising out of the sale.

Lastly, In re Covington, 368 B.R. 38, is inapposite. 

Because the debtor in Covington owed a domestic support

obligation, the trustee argued that § 522(c)(1) required the

disallowance of the debtor’s exemption in a bank deposit and an

automobile to permit those assets to be liquidated and the

proceeds paid to the holder of the domestic support obligation

claim. The bankruptcy court rejected this argument, noting that

“§ 522(c)(1) does not provide for the disallowance of an

exemption. Rather, it provides that property exempted by the

debtor is nonetheless liable for a domestic support obligation. 

Disallowance of the exemption is not a predicate to the

enforcement of a domestic support obligation.” Id. at 40–41. 

The court also denied the trustee’s request to sell the assets

because (1) the property was removed from the bankruptcy estate

since it was exempt and thus there was no property of the estate

to administer and (2) although the assets were not fully

encumbered, the trustee sought to sell the assets for the benefit

of one creditor rather than for unsecured creditors generally. 

Id. at 41. “Given that the Madera County Child Support

Department is collecting the claim for the benefit of the claim

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holder, it is clear that the assistance of the trustee, which

would come at a price, is unnecessary. By enforcing the domestic

support obligation in state court, the trustee's administrative

expenses will be avoided.” Id. Unlike Covington, the asset here

is not exempt and Trustee is liquidating the asset for the

general unsecured creditor body.

VI. CONCLUSION

For the reasons stated, we REVERSE and REMAND this matter

with instructions to the bankruptcy court to enter an order

granting Trustee’s motion.

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