ABC, Inc. ("ABC") is a Delaware corporation with its principal place of business in Los Angeles, California. It is engaged in the business of internet and real sales of specialized software. ABC leases its retail location from Ronald's Real Estate Co. ("RRE") under a long term lease which was personally guaranteed by ABC's principal shareholder and CEO, Bill. ABC's assets consist of inventory, receivables and equipment valued at $7 million and software licenses valued at $3 million. ABC also owns a warehouse in Sherman Oaks, California with a value of $1.5 million and a first trust deed (which is a secured debt, similar to a mortgage) in favor of Allie's Bank in the amount of $1 million. ABC has a line of credit from Phoebe's Financial's Institution ("PFI") in the amount of $10 million, also guaranteed by Bill and secured by a UCC-1 filing against all of ABC's personal property assets, as well as a deed of trust on Bill's home.

ABC has fallen behind on its payment to trade creditors and is currently behind by $3 million. ABC now owes PFI $9.5 million. It is 2 months behind in its lease payments to RRE. Unsecured creditors have begun to file collection actions. RRE has commenced an eviction action. Allie's bank is threatening to foreclose on the warehouse. ABC recently filed a complaint in Los Angeles Superior Court against Microsoft for $500,000 in damages under a breach of contract claim. If ABC subsequently files for Chapter 11

Questions:

Assume ABC gets Court approval to sell the warehouse facility, who receives the proceeds from the sale first?

Can ABC assign its lease to another company over the objection of RRE?