Case 2:16-cv-05362-DSF-PLA Document 114 Filed 07/07/17 Page 1 of 6 Page ID #:924

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UNITED STATES DISTRICT COURT
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FOR THE CENTRAL DISTRICT OF CALIFORNIA
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WESTERN DIVISION
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13 UNITED STATES OF AMERICA, Case No. 16-cv-05362-DSF (PLAx)

14 Plaintiff,
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v. ORDER
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17 THE WOLF OF WALL STREET
MOTION PICTURE, ETC.,
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19 Defendant.

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Pursuant to the stipulation and request of the parties, and good cause appearing
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therefor, IT IS HEREBY ORDERED:
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1. The stipulation among the Parties dated August 16, 2016 and the Courts
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order implementing it [Case No. 16-cv-05362-DSF (PLAx), ECF Nos. 29, 30], attached
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to the parties stipulation as Exhibit A (the August Stipulation), shall remain in full
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force and effect, except as explicitly modified herein. For purposes of paragraphs 2 and 3
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hereof, capitalized terms shall have the same meaning as in the August Stipulation.
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 Case 2:16-cv-05362-DSF-PLA Document 114 Filed 07/07/17 Page 2 of 6 Page ID #:925

1 2. In addition to the proceeds of The Wolf of Wall Street, as set forth in the
2 August Stipulation, CNB and Fintage are hereby authorized to, and shall disburse all
3 proceeds of the film Dumb and Dumber To owed to, as the case may be, Comerica
4 under the Sweep Agreement, the Control Agreement, the Security Agreement and the
5 Loan Agreement, provided, however, after the date that all monetary obligations owing to
6 Comerica and the Lenders under the Loan Agreement have been repaid in full and the
7 commitment of the Lenders to advance funds thereunder has terminated, whereupon
8 Comericas and the Lenders rights under the Sweep Agreement terminate, any proceeds
9 from The Wolf of Wall Street and/or Dumb and Dumber To in the Collection
10 Account specified in the CAMA as being payable to Red Granite, or as otherwise payable
11 to Red Granite or any of its affiliates (including, without limitation, TWOWS, LLC or
12 DDTo Finance, LLC) may continue to be held by Fintage pursuant to the terms of the
13 August Stipulation. For purposes of this stipulation, the proceeds of a motion picture
14 has the same meaning as set forth in the August Stipulation.
15 3. Within seven calendar days hereof, the Parties shall agree upon the identity
16 of an independent operational fiduciary (the IOF) and notify the Court of their
17 selection. The IOF shall be appointed, on an interim basis, for a term of thirty calendar
18 days from the date that the Parties provide such notice to the Court. At the conclusion of
19 that thirty day period, the Parties shall either agree in writing to continue the appointment
20 of the interim IOF, or shall agree in writing to the appointment of a different person to
21 serve as IOF. For the avoidance of doubt, until such time as the Parties agree on a
22 different IOF, the interim IOF shall remain the IOF. If for whatever reason the Parties
23 are unable to agree on the role or identity of the IOF, any Party may apply to the Court
24 for appropriate relief, including the appointment of a different person as IOF. By
25 agreeing to the appointment of an interim IOF, neither Party agrees that it is necessary to
26 retain an IOF on a longer-term basis, and all Parties reserve their rights to move to
27 terminate the IOF or to modify the IOFs role and responsibilities. This Order is without
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 Case 2:16-cv-05362-DSF-PLA Document 114 Filed 07/07/17 Page 3 of 6 Page ID #:926

1 prejudice to any such application by any Party.

2 4. The IOF shall be responsible for monitoring the operations and management
3 of Red Granite, working in conjunction with Red Granites present management team,
4 and for maximizing Red Granites value as a going concern, as set forth below. In all
5 instances, the IOFs fiduciary duty shall be to Red Granite itself, and not to the United
6 States nor to any Red Granite officer, director, employee, shareholder, or interestholder.
7 5. The IOF shall have the following authority:
8 a. To inspect the financial books and records of Red Granite, including
9 general ledgers, transaction documentation, bank statements, and non-
10 privileged auditor work papers.
11 b. To monitor and confirm that transactions conducted by Red Granites
12 existing management team are transactions in the ordinary course of
13 business. In the event that the IOF fails to confirm or reject a scheduled
14 transaction within three business days, it shall be deemed to have been
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16 c. In conjunction with and upon the recommendation of Red Granites
17 existing management team, to open bank accounts.
18 d. To work with Red Granites existing management team to prepare and
19 validate information and projections that reasonably estimate: (i) the net
20 market value of all recorded assets and liabilities, (ii) any contingent
21 assets and liabilities, and (iii) the impact of any relevant contractual terms
22 and covenants.
23 e. To assist Red Granites existing management to collect accounts
24 receivable and other monies due to Red Granite.
25 f. To take appropriate steps, in consultation with Red Granites
26 management team, to preserve and protect Red Granites assets pending a
27 settlement among the Parties or further order of the Court.
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1 g. To make recommendations to the Parties with respect to any non-

2 ordinary course transaction that the IOF believes to be in the best interest
3 of Red Granite.
4 6. The IOFs right to inspect the financial books and records of Red Granite
5 shall not interfere with any right of the Parties to inspect those books and records.
6 7. To the extent that the IOF rejects or reports to the Parties a proposed
7 ordinary course transaction or otherwise proposes to take any actions contrary to the
8 wishes of Red Granites management, the Parties shall meet and confer to attempt to
9 resolve the difference. If the Parties are for whatever reason unable to agree, the dispute

10 shall be brought to the Court for decision. During the pendency of any such dispute, the

11 IOF and Red Granites management shall maintain the status quo (e.g., if the IOF rejects
a transaction, such transaction shall not be made while any dispute is pending).
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8. The IOF shall not have the power to engage in non-ordinary course
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transactions, including but not limited to entering into new loan facilities, acquiring
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capital assets, selling or otherwise disposing of assets, rejecting or otherwise withdrawing
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from or breaking contracts, or hiring or firing personnel. To the extent that either Red
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Granites management or the IOF believe that a non-ordinary course transaction is
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appropriate during the pendency of this stipulation, the Parties shall meet and confer, and
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any disputes shall be brought to the Court for decision. To the extent that there is any
19 dispute about whether a transaction is ordinary course, it shall be deemed not to be in the
20 ordinary course.
21 9. The existing and any future claimants (in either Case No. 16-cv-05362-DSF
22 (PLAx) or Case No. 17-cv-04439-DSF (PLAx)) and their current managers and directors
23 shall continue to have the sole authority to litigate these actions, and shall continue to
24 have sole control over the attorney-client privilege. The IOF shall not have any authority
25 to make legal determinations or to prosecute or discontinue claims in those actions. The
26 IOF shall also not have the right to access attorney-client privileged information or
27 attorney work product, nor to waive any privilege, protection, or immunity, nor shall the

28 IOF have the right to provide access to Red Granites offices, property, or information to
 Case 2:16-cv-05362-DSF-PLA Document 114 Filed 07/07/17 Page 5 of 6 Page ID #:928

1 any third Party, including but not limited to the Plaintiff, except as set forth in paragraphs
2 6 and 11 hereof.
3 10. After consulting with the Parties, the IOF shall have the right to retain
4 consultants or professionals in furtherance of his or her duties under this stipulation. To

5 the greatest extent possible and consistent with the IOFs fiduciary obligations, the IOF

6 shall rely upon the work of Red Granites existing staff, and in any event the IOF shall
take all reasonable steps to minimize his or her own costs and the costs of any
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professionals or consultants.
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11. The IOF shall periodically meet with representatives of the parties to provide
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a report on the IOFs work and recommendations, if any, subject to an appropriate
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confidentiality agreement among the Parties. Such reports may contain copies of, and the
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IOFs related comments on, Red Granites standard, non-privileged, internally-prepared
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management reports (including balance sheets, income statements, cash flow statements,
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forecasts, and debt repayment schedules) and any independently audited financial
14 statements and/or financial statements provided to third parties. The first such meeting
15 shall take place within seven calendar days of the IOFs appointment.
16 12. The reasonable fees and expenses of the IOF and any professionals or
17 consultants retained by the IOF shall be paid for by Red Granite during the initial thirty
18 day period. Pursuant to Paragraph 2 of the August Stipulation, Comerica and the Lenders
19 may make additional loans or advances to the Borrowers under the Loan Agreement as
20 necessary to compensate the IOF. Red Granite reserves its rights to seek reimbursement
21 for any fees and expenses paid to the IOF, or to professionals or consultants retained by
22 the IOF, including pursuant to Title 28, United States Code, Section 2465.
23 7/7/17
24 DATED: ____________________ _______________________________
UNITED STATES DISTRICT JUDGE
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 Case 2:16-cv-05362-DSF-PLA Document 114 Filed 07/07/17 Page 6 of 6 Page ID #:929

1 PRESENTED BY:

2 Matthew L. Schwartz (admitted pro hac vice)

BOIES SCHILLER FLEXNER LLP
3 575 Lexington Ave.
4 New York, New York 10022
Telephone: (212) 446-2300
5 Fax: (212) 446-2350
6 E-mail: mlschwartz@bsfllp.com
7 /s/ Matthew L. Schwartz
8 MATTHEW L. SCHWARTZ
Attorney for Red Granite Pictures, Inc.
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