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Home Court filings Kservicing Bankruptcy Monthly Fee Application (Richards, Layton & Finger, Sixth) — In re KServicing

Court filing

Monthly Fee Application (Richards, Layton & Finger, Sixth) — In re KServicing

Summary

The Sixth Monthly Application of Richards, Layton & Finger, P.A., co-counsel to the debtors, filed May 15, 2023 as Doc 819 in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the U.S. Bankruptcy Court for the District of Delaware. It seeks compensation for March 1, 2023 to March 31, 2023: $371,399.20 (80% of $464,174.00) in fees and $19,273.78 in expenses, for a total of $483,447.78. Summary tables list prior monthly applications, hours and rates by professional (632.3 hours in total), fees by project category, with Court Hearings at $174,135.00 the largest, and an expense breakdown including business meals. The application sets an objection deadline of June 5, 2023 and ends with a certification of compliance with Local Rule 2016-2 signed by Amanda R. Steele.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

No. 22-10951 · Doc. 819 · Docket on CourtListener

Full text

                   Case 22-10951-CTG             Doc 819       Filed 05/15/23        Page 1 of 19




                               UNITED STATES BANKRUPTCY COURT
                                    DISTRICT OF DELAWARE

------------------------------------------------------------ x
In re                                                        :         Chapter 11
                                                             :
KABBAGE, INC. d/b/a KSERVICING, et al., :                              Case No. 22-10951 (CTG)
                                                             :
                                                             :         (Jointly Administered)
                             1
                  Debtors.                                   :
                                                             :         Obj. Deadline: June 5, 2023 at 4:00 p.m. (ET)
------------------------------------------------------------ x

    SIXTH MONTHLY APPLICATION OF RICHARDS, LAYTON & FINGER, P.A. FOR
       ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR
        REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE DEBTORS
         FOR THE PERIOD FROM MARCH 1, 2023 THROUGH MARCH 31, 2023

Name of Applicant:                                               Richards, Layton & Finger, P.A.

Authorized to Provide Professional Services to:                  the above-captioned debtors and
                                                                 debtors in possession

Date of Retention:                                               October 28, 2022, nunc pro tunc
                                                                 to October 3, 2022

Period for which compensation
and reimbursement are sought:                                    March 1, 2023 to March 31, 2023

Amount of Compensation sought as actual,
reasonable, and necessary:                                       $371,399.20 (80% of $464,174.00)

Amount of Expense Reimbursement sought
as actual, reasonable, and necessary:                            $19,273.78

This is a(n): X monthly               ___ interim                 final application




1
    The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
    number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
    Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A
    LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
    Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address
    is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.


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Prior Applications Filed:

   Date                 Period          Docket No.           Fees              Expenses

  12/2/22          10/3/22 – 10/31/22      327            $344,163.50          $2,605.35

   1/4/23          11/1/22 – 11/30/22      407            $288,304.50          $9,556.64

   2/1/23          12/1/22 – 12/31/22      511            $202,611.50          $1,594.74

   3/8/23           1/1/23 – 1/31/23       621            $323,673.50         $10,333.27

  4/13/23           2/1/23 – 2/28/23       767            $231,181.00          $3,901.88




                                                 2
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                           COMPENSATION BY PROFESSIONAL
                          MARCH 1, 2023 THROUGH MARCH 31, 2023

   Name of Professional        Position, year assumed       Hourly       Total        Total
       Individual             position, prior relevant   Billing Rate    Hours     Compensation
                                 experience, year of      (including     Billed
                                 obtaining relevant        changes)
                                 license to practice
 Daniel J. DeFranceschi       Joined firm as associate     $1,300           17.1        $22,230.00
                              in 1990. Director in
                              2000. Member of DE
                              Bar since 1989.
 Amanda R. Steele             Joined firm as associate      $995           102.6        102,087.00
                              in 2010. Director in
                              2018. Member of DE
                              Bar since 2010.
 Zachary I. Shapiro           Joined firm as associate      $995           136.5       $135,817.50
                              in 2007. Director in
                              2019. Member of DE
                              Bar since 2008.
 Cory D. Kandestin            Joined firm as associate      $875            32.2         28,175.00
                              in 2007. Counsel in
                              2015. Member of DE
                              Bar since 2007.
 Robert C. Maddox             Joined firm as associate      $875            15.8        $13,825.00
                              in 2009. Counsel in
                              2021. Member of DE
                              Bar since 2009.
 Brendan J. Schlauch          Joined firm as associate      $775             0.3          $232.50
                              in 2014. Member of DE
                              Bar since 2015.
 Matthew P. Milana            Joined firm as associate      $675           103.4        $69,795.00
                              in 2022. Member of DE
                              Bar since 2019.
 Huiqi Vicky Liu              Joined firm as associate      $595            57.5        $34,212.50
                              in 2020. Member of DE
                              Bar since 2022.
 Emily R. Mathews             Joined firm as associate      $550             0.7          $385.00
                              in 2021. Member of DE
                              Bar since 2022.
 Alexander R. Steiger         Joined firm as associate      $550             7.9         $4,345.00
                              in 2022. Member of DE
                              Bar since 2023.
 Zachary J. Javorsky          Joined firm as associate      $495             4.8         $2,376.00
                              in 2022. Member of DE
                              Bar since 2022.
                                                3
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   Name of Professional       Position, year assumed        Hourly       Total        Total
       Individual             position, prior relevant   Billing Rate    Hours     Compensation
                                 experience, year of      (including     Billed
                                 obtaining relevant        changes)
                                 license to practice
 Barbara J. Witters           Paralegal since 2000.         $375             8.3         $3,112.50
                              Joined firm in 2000.
 Ann Jerominski               Paralegal since 1995.         $375            12.6         $4,725.00
                              Joined firm in 2000.
 Rebecca V. Speaker           Paralegal since 2002.         $375             9.8         $3,675.00
                              Joined firm in 2001.
 M. Lynzy McGee               Paralegal since 2007.         $375            66.9        $25,087.50
                              Joined firm in 2016.
 Daniel D. White              Trial Services Manager,       $350            10.6         $3,710.00
                              MIS Department.
                              Joined firm in 2003.
 Sean F. Quigley              MIS Department.               $350            10.0         $3,500.00
                              Joined firm in 2021.
 Lesley Morris                Case management               $195            33.5         $6,532.50
                              assistant since 2015.
                              Joined firm in 1999.
 Tesia S. Smith               Case management               $195             1.8          $351.00
                              assistant since 2016.
                              Joined firm in 1996.
 TOTAL                                                                     632.3       $464,174.00

                                                    Grand Total                    $464,174.00
                                                    Attorney Compensation          $413,480.50
                                                    Total Attorney Hours           478.8
                                                    Blended Rate                   863.58




                                                4
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                          COMPENSATION BY PROJECT CATEGORY
                          MARCH 1, 2023 THROUGH MARCH 31, 2023


                      Project Category                    Total Hours         Total Fees
 Case Administration (A)                                                7.0          $3,827.50
 Creditor Inquiries (B)                                                 5.9          $3,510.50
 Meetings (C)                                                         29.6          $27,564.00
 Executory Contracts/Unexpired Leases (D)                             20.2          $14,972.50
 Automatic Stay/Adequate Protection (E)                                 0.0              $0.00
 Plan of Re-Organization/Disclosure Statement (F)                    176.6      $146,044.00
 Use, Sale, Lease of Assets (G)                                       17.1          $13,981.00
 Cash Collateral/DIP Financing (H)                                      0.7           $616.50
 Claims Administration (I)                                            10.7           $8,877.50
 Court Hearings (J)                                                  259.0      $174,135.00
 General Corporate/Real Estate (K)                                      0.0             $0.00
 Schedules/SOFA/U.S. Trustee Reports (L)                                2.9          $1,795.50
 Employee Issues (M)                                                    0.0              $0.00
 Environmental (N)                                                      0.0              $0.00
 Tax Issues (O)                                                         0.0             $0.00
 Litigation/Adversary Proceedings (P)                                 51.0          $41,176.00
 RL&F Retention (Q-1)                                                   0.0              $0.00
 Retention of Others (Q-2)                                              3.9          $2,860.50
 RL&F Fee Applications (R-1)                                          15.6           $8,284.00
 Fee Applications of Others (R-2)                                     32.1          $16,529.50
 Vendor/Supplies (S)                                                    0.0             $0.00
 Non-Working Travel (T)                                                 0.0             $0.00
 Utilities (U)                                                          0.0              $0.00
 Insurance (V)                                                          0.0              $0.00
 TOTAL                                                               632.3      $464,174.00




                                               5
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                                   EXPENSE SUMMARY
                          MARCH 1, 2023 THROUGH MARCH 31, 2023


        Expense Category                    Service Provider               Total Expenses
                                             (if applicable)
 Binding                                                                                  $0.00
 Business Meals                  See attached chart                                   $3,308.46
 Conference Calling                                                                       $0.00
 Court Reporting                 Reliable                                             $2,001.00
 Document Retrieval              PACER                                                 $145.60
                                 AQUIPT: Monitors for co-counsel
 Equipment Rental                                                                     $2,661.72
                                 use for confirmation hearing
 Facsimile                                                                               $0.00
 Filing/Court Fees                                                                       $0.00
                                 Duplicating: 0 $.10 pg
 In-House Reproduction                                                                 $337.80
                                 Printing: 3,378 @ $.10 pg
 (Duplication/Printing)
 Inside Courier & Expense                                                                 $0.00
 Carriers
 Legal Research                  Westlaw                                              $3,680.40
 Long Distance Telephone                                                                  $0.00
 Outside Courier & Expense       Parcels, Inc.                                         $745.20
 Carriers
 Outside Reproduction            Parcels, Inc.                                        $6,393.60
 Overtime                                                                                 $0.00
 Postage                                                                                  $0.00
 Professional Services                                                                   $0.00
 Record Retrieval                                                                        $0.00
 RLF Service Corp                                                                        $0.00
 Room Rental                                                                              $0.00
 Stationery Supplies                                                                     $0.00
 Travel Expenses                                                                          $0.00
 TOTAL                                                                               $19,273.78



                                                 6
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                                  BUSINESS MEAL DETAIL
  Date                Provider         Meal &                Description             Amount
                                     Number of
                                       people
 3/11/23      The Quoin          Dinner for 8      Preparation for 3/13/23 hearing    $450.00
 3/12/23      Manhattan Bagel    Breakfast for 20 Preparation for 3/13/23 hearing     $453.42
 3/13/23      Panera Bread       Lunch for 20      Preparation for 3/13/23 hearing    $287.53
 3/12/23      The Meat House     Dinner for 20     Preparation for 3/13/23 hearing    $484.94
 3/13/23      Manhattan Bagel    Breakfast for 20 Preparation for 3/13/23 hearing     $246.77
 3/19/23      Starbucks          Drinks for 10     Preparation for 3/20/23 hearing     $36.96
 3/19/23      Panera Bread       Lunch for 10      Preparation for 3/20/23 hearing    $307.40
 3/19/23      Brio               Dinner for 10     Preparation for 3/20/23 hearing    $528.32
 3/20/23      Manhattan Bagel    Coffee and Juices Preparation for 3/20/23 hearing     $43.45
                                 or 10
 3/19/23      Rodney Grill       Snacks for 10     Preparation for 3/20/23 hearing     $16.50
 3/20/23      Panera Bread       Breakfast for 10 Preparation for 3/20/23 hearing     $153.18
 3/20/23      Delaware Duck Cafe Lunch for 10      Preparation for 3/20/23 hearing    $299.99
              & Catering
 TOTAL                                                                               $3,308.46




                                               7
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                               UNITED STATES BANKRUPTCY COURT
                                    DISTRICT OF DELAWARE

------------------------------------------------------------ x
In re                                                        :         Chapter 11
                                                             :
KABBAGE, INC. d/b/a KSERVICING, et al., :                              Case No. 22-10951 (CTG)
                                                             :
                                                             :         (Jointly Administered)
                             1
                  Debtors.                                   :
                                                             :         Obj. Deadline: June 5, 2023 at 4:00 p.m. (ET)
------------------------------------------------------------ x

    SIXTH MONTHLY APPLICATION OF RICHARDS, LAYTON & FINGER, P.A. FOR
       ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR
        REIMBURSEMENT OF EXPENSES AS CO-COUNSEL TO THE DEBTORS
         FOR THE PERIOD FROM MARCH 1, 2023 THROUGH MARCH 31, 2023

                    Pursuant to sections 330 and 331 of title 11 of the United States Code, §§ 101-1532

(the “Bankruptcy Code”), rule 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of

the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and the

Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Professionals, dated October 21, 2022 [Docket No. 136] (the “Interim Compensation Order”),

Richards, Layton & Finger, P.A. (“RL&F”) hereby files this Sixth Monthly Application of

Richards, Layton & Finger, P.A. for Allowance of Compensation for Services Rendered and for

Reimbursement of Expenses as Co-Counsel to the Debtors for the Period from March 1, 2023

through March 31, 2023 (the “Application”). By the Application, RL&F seeks a monthly

allowance pursuant to the Interim Compensation Order with respect to the sums of $464,174.00



1
    The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
    number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage
    Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A
    LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license;
    Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address
    is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.


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(80% of which equals $371,399.20), as compensation and $19,273.78 for reimbursement of actual

and necessary expenses, for a total of $483,447.78 for the period March 1, 2023 through and

including March 31, 2023 (the “Compensation Period”). In support of this Application, RL&F

respectfully represents as follows:

                                              Background

         1.         On October 3, 2022 (the “Petition Date”), the Debtors each commenced with this

Court a voluntary case under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The

Debtors are authorized to continue to operate their business as debtors in possession pursuant to

sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee

of creditors has been appointed in these Chapter 11 Cases.

         2.         RL&F was retained effective as of the Petition Date by this Court’s order, entered

on October 28, 2022 [Docket No. 175] (the “Retention Order”). The Retention Order authorized

RL&F to be compensated on an hourly basis and to be reimbursed for actual and necessary out-

of-pocket expenses.

                                   Compensation Paid and Its Source

         3.         All services for which compensation is requested by RL&F were performed for or

on behalf of the Debtors.

         4.         Except to the extent of the retainer paid to RL&F as described in the application

seeking approval of RL&F’s employment by the Debtors during the period covered by this

Application, RL&F has received no payment and no promises for payment from any source for

services rendered or to be rendered in any capacity whatsoever in connection with the matters

covered by this Application. There is no agreement or understanding between RL&F and any




                                                    2
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other person other than the directors of RL&F for the sharing of compensation to be received for

services rendered in these cases.

                                           Fee Statements

         5.        The fee statement for the Compensation Period is attached hereto as Exhibit A.

This statement contains daily time logs describing the time spent by each attorney and

paraprofessional for this period. To the best of RL&F’s knowledge, this Application complies

with sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, the

Guidelines adopted by the Office of the United States Trustee, Local Rule 2016-2, and the Interim

Compensation Order.

                                   Actual and Necessary Expenses

         6.        A summary of actual and necessary expenses and daily logs of expenses incurred

by RL&F during the Compensation Period is attached hereto as Exhibit B. RL&F charges all of

its bankruptcy clients $0.10 per page for photocopying expenses and $0.10 per page for printing

jobs.

         7.        Regarding providers of on-line legal research (e.g., LEXIS and WESTLAW),

RL&F charges all of its clients the standard usage rates these providers charge, which, due to

contractual flat fees, may not always equal RL&F’s actual cost. RL&F currently is under contract

to pay these providers a flat fee every month. Charging its clients the on-line providers’ standard

usage rates allows RL&F to cover adequately the monthly flat fees it must pay to these types of

providers.

         8.        RL&F believes the foregoing rates are the market rates that the majority of law

firms charges clients for such services. In addition, RL&F believes that such charges are in

accordance with the American Bar Association’s (“ABA”) guidelines, as set forth in the ABA’s



                                                   3
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Statement of Principles, dated January 12, 1995, regarding billing for disbursements and other

charges.

                                  Summary of Services Rendered

         9.        The directors, counsels, and associates of RL&F who have rendered professional

services in these cases are as follows: Daniel J. DeFranceschi, Amanda R. Steele, Zachary I.

Shapiro, Cory D. Kandestin, Robert C. Maddox, Brendan J. Schlauch, Matthew P. Milana, Huiqi

Vicky Liu, Emily R. Mathews, Alexander R. Steiger and Zachary J. Javorsky. The

paraprofessionals of RL&F who have provided service to these attorneys in these cases are as

follows: Barbara J. Witters, Ann Jerominski, Rebecca V. Speaker, M. Lynzy McGee, Daniel D.

White, Sean F. Quigley, Lesley Morris and Tesia S. Smith.

         10.       RL&F, by and through the above-named persons, has prepared and/or assisted in

the preparation of various applications and orders submitted to the Court for consideration, advised

the Debtors on a regular basis with respect to various matters in connection with these cases, and

has performed all necessary professional services which are described and narrated in detail

hereinafter.

                                  Summary of Services By Project

         11.       The services rendered by RL&F during the Compensation Period can be grouped

into the categories set forth below. These categories are generally described below, with a more

detailed identification of the actual services provided set forth on the attached Exhibit A. The

attorneys and paraprofessionals who rendered services relating to each category are identified,

along with the number of hours for each individual and the total compensation sought for each

category, in Exhibit A attached hereto.




                                                   4
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         A.        Case Administration/Miscellaneous Matters

                   Fees: $3,827.50                               Total Hours: 7.0

                   This category includes all matters related to filing documents with the Court,

service thereof, maintenance of calendars, communications with the U.S. Trustee, review of work

in process reports, review of notices of appearance and maintaining service lists.

         B.        Creditor Inquiries

                   Fees: $3,510.50                               Total Hours: 5.9

                   This category includes all matters related to responding to creditor inquiries.

         C.        Meetings

                   Fees: $27,564 .00                             Total Hours: 29.6

                   This category includes all matters related to preparing for and attending meetings

with the Debtors, individual creditors, the U.S. Trustee and the Debtors’ other professionals.

         D.        Executory Contracts/Unexpired Leases

                   Fees: $14,972.50                              Total Hours: 20.2

                   This category includes all matters related to contract and lease analysis and matters

related to assumption, assignment or rejection of executory contracts and unexpired leases.

         E.        Automatic Stay/Adequate Protection

                   Fees: $0.00                                   Total Hours: 0.0

                   This category includes all matters related to and including all motions to modify

the automatic stay, issues related to the effect of the automatic stay or pending matters, and all

other types of actions where adequate protection is the central issue.




                                                     5
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         F.        Plan of Reorganization/Disclosure Statement

                   Fees: $146,044.00                             Total Hours: 176.6

                   This category includes all matters related to review, formulation, negotiation,

preparation and promulgation of plans of reorganization, disclosure statements, and related

corporate documentation and research relating thereto.

         G.        Use, Sale, Lease of Assets

                   Fees: $13,981.00                              Total Hours: 17.1

                   This category includes all matters relating to acquisitions, dispositions and other

postpetition uses of property of the estate.

         H         Cash Collateral/DIP Financing

                   Fees: $616.50                                 Total Hours: 0.7

                   This category includes all matters relating to negotiation and documentation of

debtor-in-possession financing and related issues.

         I.        Claims Administration

                   Fees: $8,877.50                               Total Hours: 10.7

                   This category includes all matters related to and including claims administration

matters and bar date matters, including claims objections and related contested matters.

         J.        Court Hearings

                   Fees: $174,135.00                             Total Hours: 259.0

                   This category includes all matters related to preparation for and attendance at court

hearings.




                                                     6
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         K.        General Corporate/Real Estate

                   Fees: $0.00                                  Total Hours: 0.0

                   This category includes all matters relating to transactional, corporate governance

and related matters involving the Debtors’ business operations that are not part of a plan of

reorganization or disclosure statement.

         L.        Schedules/SOFA/U.S. Trustee Reports

                   Fees: $1,795.50                              Total Hours: 2.9

                   This category includes preparation of schedules and amendments, statements of

financial affairs and amendments, operating reports and other reports required by the U.S. Trustee

or the Court.

         M.        Employee Issues

                   Fees: $0.00                                  Total Hours: 0.0

                   This category includes all matters related to employee wages, benefits, collective

bargaining issues, other employee relations matters, ERISA, and retirement benefits.

         N.        Environmental

                   Fees: $0.00                                  Total Hours: 0.0

                   This category includes all environmental matters, other than environmental aspects

of the plan of reorganization.

         O.        Tax Issues

                   Fees: $0.00                                  Total Hours: 0.0

                   This category includes all federal and state income, property, employment, excise

and other tax matters, other than the tax aspects of the plan of reorganization.




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         P.        Litigation/Adversary Proceedings

                   Fees: $41,176.00                              Total Hours: 51.0

                   This category includes all matters related to litigation and adversary proceedings.

         Q-1.      RL&F Applications

                   Fees: $0.00                                   Total Hours: 0.0

                   This category includes all matters related to preparing applications to retain RL&F

and supplements thereto.

         Q-2.      Retention of Others

                   Fees: $2,860.50                               Total Hours: 3.9

                   This category includes time spent reviewing applications for retention of other

professionals, objecting to the retention of other professionals and assisting other professionals

with preparing and filing retention applications.

         R-1.      RL&F Fee Applications

                   Fees: $8,284.00                               Total Hours: 15.6

                   This category includes all time spent preparing, reviewing, filing and circulating

monthly invoices and fee applications for RL&F.

         R-2.      Fee Applications of Others

                   Fees: $16,529.50                              Total Hours: 32.1

                   This category includes time spent reviewing invoices or applications of other

professionals, objecting to fees of other professionals and assisting other professionals with filing

and circulating monthly invoices and applications.




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         S.        Vendor/Suppliers

                   Fees: $0.00                                     Total Hours: 0.0

                   This category includes all matters related to vendors and suppliers, including

reclamation issues.

         T.        Non-Working Travel

                   Fees: $0.00                                     Total Hours: 0.0

                   This category includes all travel time not otherwise chargeable.

         U.        Utilities

                   Fees: $0.00                                     Total Hours: 0.0

                   This category includes all matters related to utility issues.

         V.        Insurance

                   Fees: $0.00                                     Total Hours: 0.0

                   This category includes all matters related to insurance policies or coverage.

                                          Valuation of Services

         12.       Attorneys and paraprofessionals of RL&F have expended a total of 632.3 hours in

connection with this matter during the Compensation Period, as follows:

                   ATTORNEYS                               HOURS           HOURLY RATE

                   Daniel J. DeFranceschi                  17.1            $1,300
                   Amanda R. Steele                        102.6           $995
                   Zachary I. Shapiro                      136.5           $995
                   Cory D. Kandestin                       32.2            $875
                   Robert C. Maddox                        15.8            $875
                   Brendan J. Schlauch                      0.3            $775
                   Matthew P. Milana                       103.4           $675
                   Huiqi Vicky Liu                         57.5            $595
                   Emily R. Mathews                         0.7            $550
                   Alexander R. Steiger                     7.9            $550
                   Zachary J. Javorsky                      4.8            $495



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                   PARAPROFESSIONALS                    HOURS           HOURLY RATE

                   Barbara J. Witters                   8.3             $375
                   Ann Jerominski                       12.6            $375
                   Rebecca V. Speaker                   9.8             $375
                   M. Lynzy McGee                       66.9            $375
                   Daniel D. White                      10.6            $350
                   Sean F. Quigley                      10.0            $350
                   Lesley Morris                        33.5            $195
                   Tesia S. Smith                       1.8             $195


The nature of the work performed by these persons is fully set forth in Exhibit A attached hereto.

These are RL&F’s normal hourly rates for work of this character. The reasonable value of the

services rendered by RL&F to the Debtors during the Compensation Period $464,174.00.

         13.       In accordance with the factors enumerated in Section 330 of the Bankruptcy Code,

it is respectfully submitted that the amount requested by RL&F is fair and reasonable given (a) the

complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered,

(d) the value of such services, and (e) the costs of comparable services other than in a case under

this title. Moreover, RL&F has reviewed the requirements of Local Rule 2016-2 and believes that

this Application complies with that Rule.

                   WHEREFORE, RL&F respectfully requests that the Court authorize that for the

Compensation Period, an allowance be made to RL&F pursuant to the terms of the Interim

Compensation Order, with respect to the sum of $464,174.00 as compensation for necessary

professional services rendered (80% of which equals $371,399.20), and the sum of $19,273.78 as

100% reimbursement of actual necessary costs and expenses, for a total $483,447.78 and that such

sums be authorized for payment and for such other and further relief as this Court may deem just

and proper.



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Dated:     May 15, 2023
           Wilmington, Delaware
                                      /s/ Amanda R. Steele
                                      RICHARDS, LAYTON & FINGER, P.A.
                                      Daniel J. DeFranceschi, Esq. (No. 2732)
                                      Amanda R. Steele, Esq. (No. 5530)
                                      Zachary I. Shapiro, Esq. (No. 5103)
                                      Matthew P. Milana, Esq. (No. 6681)
                                      One Rodney Square
                                      920 North King Street
                                      Wilmington, Delaware 19801
                                      Telephone: (302) 651-7700
                                      E-mail: defranceschi@rlf.com
                                               steele@rlf.com
                                               shapiro@rlf.com
                                               milana@rlf.com

                                      Attorneys for the Debtors and Debtors in
                                      Possession




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          CERTIFICATION OF COMPLIANCE WITH DEL. BANKR. L.R. 2016-2

                   I, Amanda R. Steele, on this 15th day of May, 2023, certify as follows:

                   a)     I am director with the applicant firm, Richards, Layton & Finger, P.A.,

(“RL&F”) and have been admitted to appear before this Court.

                   b)     I have personally performed many of the legal services rendered by RL&F,

as counsel to the Debtors, and am thoroughly familiar with the other work performed on behalf of

the Debtors by the lawyers and other professionals of RL&F.

                   c)     I have reviewed the foregoing Application and the facts set forth therein are

true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed

Local Rule 2016-2, and submit that the Application substantially complies with such rule.

                                                         /s/ Amanda R. Steele
                                                        Amanda R. Steele (No. 5530)




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