Proposed Order

Date: 2024-07-09

Summary

Doc 236-2 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), a jointly administered Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware, filed July 9, 2024, is Exhibit A: a proposed order authorizing the debtors to retain Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys effective as of June 9, 2024. The order lists the legal services Kirkland will render, requires fee applications under sections 330 and 331 of the Bankruptcy Code, and requires ten-business-days' notice before rate increases. Exhibit 1 is Kirkland's engagement letter dated March 28, 2024, which provides for a special purpose retainer of $2,500,000. The 98-page filing closes with a declaration by the Group Chief Executive Officer of Vyaire Medical, Inc. describing the budget and staffing plan for June 9, 2024 to September 7, 2024.

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Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 1 of 98

EXHIBIT A

Proposed Order
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 2 of 98

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
) Re: Docket No. __

ORDER AUTHORIZING THE RETENTION
AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE
DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF JUNE 9, 2024

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for the entry of an order (the “Order”) authorizing the

Debtors to retain and employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP

(collectively, “Kirkland”) as their attorneys effective as of the Petition Date, pursuant to

sections 327(a) and 330 of title 11 of the United States Code (the “Bankruptcy Code”),

rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),

and rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the District of Delaware

(the “Local Rules”); and the Court having reviewed the Application, the declaration of Spencer A.

Winters, the president of Spencer A. Winters, P.C., a partner of Kirkland & Ellis LLP and a partner

of Kirkland & Ellis International LLP (the “Winters Declaration”), and the declaration of John

Bibb, the Group Chief Executive Officer of Vyaire Medical, Inc. (the “Bibb Declaration”); and the

1 The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire. The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 3 of 98

Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

and 1334; and the Court having found that the Application is a core proceeding pursuant to

28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the

Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having

found based on the representations made in the Application and in the Winters Declaration that (a)

Kirkland does not hold or represent an interest adverse to the Debtors’ estates and (b) Kirkland is

a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and as required by

section 327(a) of the Bankruptcy Code; and the Court having found that the relief requested in the

Application is in the best interests of the Debtors’ estates, their creditors, and other parties in

interest; and the Court having found that the Debtors provided adequate and appropriate notice of

the Application under the circumstances and that no other or further notice is required; and the

Court having reviewed the Application and having heard statements in support of the Application

at a hearing held before the Court (the “Hearing”); and the Court having determined that the legal

and factual bases set forth in the Application and at the Hearing establish just cause for the relief

granted herein; and any objections to the relief requested herein having been withdrawn or

overruled on the merits; and after due deliberation and sufficient cause appearing therefor, IT IS

HEREBY ORDERED THAT:

1. The Application is granted to the extent set forth herein.

2. The Debtors are authorized to retain and employ Kirkland as their attorneys

effective as of the Petition Date in accordance with the terms and conditions set forth in the

Application and in the Engagement Letter attached hereto as Exhibit 1.

2
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3. Kirkland is authorized to provide the Debtors with the professional services as

described in the Application and the Engagement Letter. Specifically, but without limitation,

Kirkland will render the following legal services:

a. advising the Debtors with respect to their powers and duties as debtors in
possession in the continued management and operation of their businesses
and properties;

b. advising and consulting on their conduct during these chapter 11 cases,
including all of the legal and administrative requirements of operating in
chapter 11;

c. attending meetings and negotiating with representatives of creditors and
other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates,
including prosecuting actions on the Debtors’ behalf, defending any action
commenced against the Debtors, and representing the Debtors in
negotiations concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors’ estates;

e. preparing pleadings in connection with these chapter 11 cases, including
motions, applications, answers, orders, reports, and papers necessary or
otherwise beneficial to the administration of the Debtors’ estates;

f. representing the Debtors in connection with obtaining authority to continue
using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests
of the Debtors’ estates;

i. advising the Debtors regarding tax matters;

j. taking any necessary action on behalf of the Debtors to negotiate, prepare,
and obtain approval of a disclosure statement and confirmation of a
chapter 11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection
with the prosecution of these chapter 11 cases, including: (i) analyzing the
Debtors’ leases and contracts and the assumption and assignment or
rejection thereof; (ii) analyzing the validity of liens against the Debtors’
assets; and (iii) advising the Debtors on corporate and litigation matters.

3
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4. Kirkland shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of the Court.

Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s requests for

information and additional disclosures as set forth in the Guidelines for Reviewing Applications

for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases Effective as of November 1, 2013, both in connection with the

Application and the interim and final fee applications to be filed by Kirkland in these chapter 11

cases.

5. Notwithstanding anything in the Engagement Letter to the contrary, Kirkland shall

apply any remaining amounts of its prepetition special purpose retainer as a credit toward

postpetition fees and expenses, after such postpetition fees and expenses are approved pursuant to

an order of the Court awarding fees and expenses to Kirkland. Kirkland is authorized without

further order of the Court to reserve and apply amounts from the prepetition special purpose

retainer that would otherwise be applied toward payment of postpetition fees and expenses as are

necessary and appropriate to compensate and reimburse Kirkland for fees or expenses incurred on

or prior to the Petition Date consistent with its ordinary course billing practices.

6. Notwithstanding anything to the contrary in the Application, the Engagement

Letter, or the Declarations attached to the Application, the reimbursement provisions allowing the

reimbursement of fees and expenses incurred in connection with participating in, preparing for, or

responding to any action, claim, suit, or proceeding brought by or against any party that relates to

the legal services provided under the Engagement Letter and fees for defending any objection to

4
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Kirkland’s fee applications under the Bankruptcy Code are not approved pending further order of

the Court.

7. Kirkland shall not charge a markup to the Debtors with respect to fees billed by

contract attorneys who are hired by Kirkland to provide services to the Debtors and shall ensure

that any such contract attorneys are subject to conflict checks and disclosures in accordance with

the requirements of the Bankruptcy Code and Bankruptcy Rules.

8. Kirkland shall provide ten-business-days’ notice to the Debtors, the U.S. Trustee,

and the Committee before any increases in the rates set forth in the Application or the Engagement

Letter are implemented and shall file such notice with the Court. The U.S. Trustee retains all rights

to object to any rate increase on all grounds, including the reasonableness standard set forth in

section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase

pursuant to section 330 of the Bankruptcy Code.

9. The Debtors and Kirkland are authorized to take all actions necessary to effectuate

the relief granted pursuant to this Order in accordance with the Application.

10. Notice of the Application as provided therein is deemed to be good and sufficient

notice of such Application, and the requirements of the Local Rules are satisfied by the contents

of the Application.

11. To the extent the Application, the Winters Declaration, the Bibb Declaration, or the

Engagement Letter is inconsistent with this Order, the terms of this Order shall govern.

5
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12. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

13. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

6
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 8 of 98

EXHIBIT 1

Engagement Letter
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 9 of 98

Execution Version

601 Lexington Avenue
New York, NY 10022
Josh Sussberg, P.C. United States
To Call Writer Directly: Facsimile:
+1 212 446 4829 +1 212 446 4800 +1 212 446 4900
joshua.sussberg@kirkland.com
www.kirkland.com

March 28, 2024

Via E-mail CONFIDENTIAL

Mr. Vikram Bajaj
Chief Financial Officer
26125 North Riverwoods Boulevard
Mettawa, Illinois 60045

Re: Retention to Provide Legal Services

Dear Mr. Vikram Bajaj:

We are very pleased that you have asked us to represent Vyaire Holding Company and its
affiliates and direct and indirect subsidiaries listed on Addendum A to this letter (collectively,
and as may be updated from time to time, “you” or “Client”) in connection with a potential
restructuring. Please note, the Firm’s representation is only of Client; the Firm does not and will
not represent any direct or indirect shareholder, director, officer, partner, employee, affiliate, or
joint venturer of Client or of any other entity.

General Terms. This retention letter (this “Agreement”) sets forth the terms of Client’s
retention of Kirkland & Ellis LLP and its affiliates (collectively, the “Firm,” “we,” “our” or “us”)
to provide legal services and constitutes an agreement between the Firm and Client (the
“Parties”). This Agreement (notwithstanding any guidelines for outside counsel that Client may
provide to the Firm) sets forth the Parties’ entire agreement for rendering professional services
for the current matter, as well as for all other existing or future matters (collectively, the
“Engagement”), except where the Parties otherwise agree in writing.

Fees. The Firm will bill Client for fees incurred at its regular hourly rates and in
quarterly increments of an hour (or in smaller time increments as otherwise required by a court).
The Firm reserves the right to adjust the Firm’s billing rates from time to time in the ordinary
course of the Firm’s representation of Client.

Although the Firm will attempt to estimate fees to assist Client in Client’s planning if
requested, such estimates are subject to change and are not binding unless otherwise expressly
and unequivocally stated in writing.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D.C.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 10 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 2

Expenses. Expenses related to providing services shall be included in the Firm’s
statements as disbursements advanced by the Firm on Client’s behalf. Such expenses include
photocopying, printing, scanning, witness fees, travel expenses, filing and recording fees, certain
secretarial overtime, and other overtime expenses, postage, express mail, and messenger charges,
deposition costs, computerized legal research charges, and other computer services, and
miscellaneous other charges. Client shall pay directly (and is solely responsible for) certain
larger costs, such as consultant or expert witness fees and expenses, and outside suppliers’ or
contractors’ charges, unless otherwise agreed by the Parties. By executing this Agreement
below, Client agrees to pay for all charges in accordance with the Firm’s schedule of charges, a
copy of which is attached hereto as Schedule I, as revised from time to time.

Billing Procedures. The Firm’s statements of fees and expenses are typically delivered
monthly, but the Firm reserves the right to alter the timing of delivering its statements
depending on circumstances. Client may have the statement in any reasonable format it chooses,
but the Firm will select an initial format for the statement unless Client otherwise requests in
writing. Depending on the circumstances, however, estimated or summary statements may be
provided, with time and expense details to follow thereafter.

Retainer. Client agrees to provide to the Firm a “special purpose retainer” (also known
as an “advance payment retainer”) as defined in Rule 1.5(d) of the Illinois Rules of Professional
Conduct, Dowling v. Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007), and In re
Caesars Entm’t Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 28, 2015) (and
cases cited therein), in the amount of $2,500,000. In addition, Client agrees to provide one or
more additional special purpose retainer upon request by the Firm so that the amount of any
special purpose retainer remains at or above the Firm’s estimated fees and expenses. The Firm
may apply the special purpose retainer to any outstanding fees as services are rendered and to
expenses as they are incurred. Client understands and acknowledges that any special purpose
retainer is earned by the Firm upon receipt, any special purpose retainer becomes the property of
the Firm upon receipt, Client no longer has a property interest in any special purpose retainer
upon the Firm’s receipt, any special purpose retainer will be placed in the Firm’s general account
and will not be held in a client trust account, and Client will not earn any interest on any special
purpose retainer; provided, however, that solely to the extent required under applicable law, at
the conclusion of the Engagement, if the amount of any special purpose retainer held by the Firm
is in excess of the amount of the Firm’s outstanding and estimated fees, expenses, and costs, the
Firm will pay to Client the amount by which any special purpose retainer exceeds such fees,
expenses, and costs. Client further understands and acknowledges that the use of a special
purpose retainer is an integral condition of the Engagement, and is necessary to ensure that:
Client continues to have access to the Firm’s services; the Firm is compensated for its
representation of Client; the Firm is not a pre-petition creditor in the event of a Restructuring
Case (as defined below); and that in light of the foregoing, the provision of the special purpose
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 11 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 3

retainer is in Client’s best interests. The fact that Client has provided the Firm with a special
purpose retainer does not affect Client’s right to terminate the client-lawyer relationship.

Please be advised that there is another type of retainer known as a “security retainer,” as
defined in Dowling v. Chicago Options Assoc., 875 N.E.2d at 1018, and In re Caesars Entm’t
Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 28, 2015) (and cases cited
therein). A security retainer remains the property of the client until the lawyer applies it to
charges for services that are actually rendered and expenses that are incurred. Any unearned
funds are then returned to the client. In other circumstances not present here, the Firm would
consider a security retainer and Client’s funds would be held in the Firm’s segregated client trust
account until applied to pay fees and expenses. Funds in a security retainer, however, can be
subject to claims of Client’s creditors and, if taken by creditors, may leave Client unable to pay
for ongoing legal services, which may result in the Firm being unable to continue the
Engagement. Moreover, a security retainer creates clawback risks for the Firm in the event of an
insolvency proceeding. The choice of the type of retainer to be used is Client’s choice alone, but
for the Engagement and for the reasons set forth above, the Firm is unwilling to represent Client
in the Engagement without using the special purpose retainer.

Termination. The Engagement may be terminated by either Party at any time by written
notice by or to Client. The Engagement will end at the earliest of (a) Client’s termination of the
Engagement, (b) the Firm’s withdrawal, and (c) the substantial completion of the Firm’s
substantive work. If permission for withdrawal is required by a court, the Firm shall apply
promptly for such permission, and termination shall coincide with the court order for withdrawal.
If this Agreement or the Firm’s services are terminated for any reason, such termination shall be
effective only to terminate the Firm’s services prospectively and all the other terms of this
Agreement shall survive any such termination.

Upon cessation of the Firm’s active involvement in a particular matter (even if the Firm
continues active involvement in other matters on Client’s behalf), the Firm will have no further
duty to inform Client of future developments or changes in law as may be relevant to such
matter. Further, unless the Parties mutually agree in writing to the contrary, the Firm will have
no obligation to monitor renewal or notice dates or similar deadlines that may arise from the
matters for which the Firm had been retained.

Cell Phone and E-Mail Communication. The Firm hereby informs Client and Client
hereby acknowledges that the Firm’s attorneys sometimes communicate with their clients and
their clients’ professionals and agents by cell telephone, that such communications are capable of
being intercepted by others and therefore may be deemed no longer protected by the attorney-
client privilege, and that Client must inform the Firm if Client does not wish the Firm to discuss
privileged matters on cell telephones with Client or Client’s professionals or agents.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 12 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 4

The Firm hereby informs Client and Client hereby acknowledges that the Firm’s
attorneys sometimes communicate with their clients and their clients’ professionals and agents
by unencrypted e-mail, that such communications are capable of being intercepted by others and
therefore may be deemed no longer protected by the attorney-client privilege, and that Client
must inform the Firm if Client wishes to institute a system to encode all e-mail between the Firm
and Client or Client’s professionals or agents.

File Retention. All records and files will be retained and disposed of in compliance with
the Firm’s policy in effect from time to time. Subject to future changes, it is the Firm’s current
policy generally not to retain records relating to a matter for more than five years. Upon Client’s
prior written request, the Firm will return client records that are Client’s property to Client prior
to their destruction. Although we will return your records (i.e., your client file) to you at any
time upon your written request, you agree that your client file will not include our Firm’s internal
files including administrative materials, internal communications, and drafts. It is not
administratively feasible for the Firm to advise Client of the closing of a matter or the disposal of
records. The Firm recommends, therefore, that Client maintain Client’s own files for reference
or submit a written request for Client’s client files promptly upon conclusion of a
matter. Notwithstanding anything to the contrary herein, Client acknowledges and agrees that
any applicable privilege of Client (including any attorney-client and work product privilege or
any duty of confidentiality) (collectively, the “Privileges”) belongs to Client alone and not to any
successor entity (including without limitation the Client after a change in control or other similar
restructuring or non-restructuring transaction (including without limitation a reorganized Client
after the effective date of a plan of reorganization), whether through merger, asset or equity sale,
business combination, or otherwise, irrespective of whether such transaction occurs in a
Restructuring Case or on an out-of-court basis (in each case, a “Transaction”)). Client hereby
waives any right, title, and interest of such successor entity to all information, data, documents,
or communications in any format covered by the Privileges that is in the possession of the Firm
(“Firm Materials”), to the extent that such successor entity had any right, title, and interest to
such Firm Materials. For the avoidance of doubt, Client agrees and acknowledges that after a
Transaction, such successor entity shall have no right to claim or waive the Privileges or request
the return of any such Firm Materials; instead, such Firm Materials shall remain in the Firm’s
sole possession and control for its exclusive use, and the Firm will (a) not waive any Privileges
or disclose the Firm Materials, (b) take all reasonable steps to ensure that the Privileges survive
and remain in full force and effect, and (c) assert the Privileges to prevent disclosure of any Firm
Materials.

Data Protection. You further agree that, if you provide us with personal data, you have
complied with applicable data protection legislation and that we may process such personal data
in accordance with our Data Transfer and Privacy Policy at www.kirkland.com. We process
your personal data in order to (i) carry out work for you; (ii) share the data with third parties such
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 13 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 5

as expert witnesses and other professional advisers if our work requires; (iii) comply with
applicable laws and regulations and (iv) provide you with information relating to our Firm and
its services.

Conflicts of Interest. As is customary for a law firm of the Firm’s size, there are
numerous business entities, with which Client currently has relationships, that the Firm has
represented or currently represents in matters unrelated to Client. The Firm notes that the Firm
currently represents or has represented Apax Partners, L.P. and/or its affiliates (collectively, the
“Interested Parties”) in a variety of matters and will continue to do so in such unrelated matters.
Because Client is engaged in activities (and may in the future engage in additional activities) in
which Client’s interests may diverge from those of the Interested Parties or the Firm’s other
clients, the possibility exists that the Interested Parties or one of the Firm’s clients may take
positions adverse to Client.

Further, in undertaking the representation of Client, the Firm wants to be fair not only to
Client’s interests but also to those of the Firm’s other clients. Because Client is engaged in
activities (and may in the future engage in additional activities) in which its interests may
diverge from those of the Firm’s other clients, the possibility exists that one of the Firm’s current
or future clients may take positions adverse to Client (including litigation or other dispute
resolution mechanisms) in a matter in which such other client may have retained the Firm or one
of Client’s adversaries may retain the Firm in a matter adverse to another entity or person.

In the event a present conflict of interest exists between Client and the Firm’s other
clients or in the event one arises in the future, Client agrees to waive any such conflict of interest
or other objection that would preclude the Firm’s representation of another client (a) in other
current or future matters substantially unrelated to the Engagement or (b) other than during a
Restructuring Case (as defined below), in other matters related to Client (such representation, an
“Allowed Adverse Representation”). By way of example, such Allowed Adverse
Representations might take the form of, among other contexts: litigation (including arbitration,
mediation and other forms of dispute resolution); transactional work (including consensual and
non-consensual merger, acquisition, and takeover situations, financings, and commercial
agreements); counseling (including advising direct adversaries and competitors); and
restructuring (including bankruptcy, insolvency, financial distress, recapitalization, equity and
debt workouts, and other transactions or adversarial adjudicative proceedings related to any of
the foregoing and similar matters).

Client also agrees that it will not, for itself or any other entity or person, assert that either
(i) the Firm’s representation of Client or any of Client’s affiliates in any past, present, or future
matter or (ii) the Firm’s actual or possible possession of confidential information belonging to
Client or any of Client’s affiliates is a basis to disqualify the Firm from representing another
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 14 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 6

entity or person in any Allowed Adverse Representation. Client further agrees that any Allowed
Adverse Representation does not breach any duty that the Firm owes to Client or any of Client’s
affiliates. Client also agrees that the Firm’s representation in the Engagement is solely of Client
and that no member or other entity or person related to it (such as a shareholder, parent,
subsidiary, affiliate, director, officer, partner, employee, or joint venturer) has the status of a
client for conflict of interest purposes.

In addition, if a waiver of a conflict of interest necessary to allow the Firm to represent
another client in a matter that is not substantially related to the Engagement is not effective for
any reason, Client agrees that the Firm may withdraw from the Engagement. Should that occur,
Client will not, for itself or any other entity or person, seek to preclude such termination of
services or assert that either (a) the Firm’s representation of Client or any of Client’s affiliates in
any past, present, or future matter or (b) the Firm’s actual or possible possession of confidential
information belonging to Client or any of Client’s affiliates is a basis to disqualify the Firm from
representing such other client or acting on such adverse matter.

It is important that you review this letter carefully and consider all of the advantages and
disadvantages of waiving certain conflicts of interests that would otherwise bar the Firm from
representing parties with interests adverse to you during the time in which the Firm is
representing you. You also understand that because this waiver includes future issues and future
clients that are unknown and unknowable at this time, it is impossible to provide you with any
more details about those prospective clients and matters. Thus, in choosing to execute this
waiver, you have recognized the inherent uncertainty about the array of potential matters and
clients the Firm might take on in matters that are adverse to you but have nonetheless decided it
is in your interest to waive conflicts of interest regarding the Allowed Adverse Representations
and waive rights to prohibit the Firm’s potential withdrawal should a conflict waiver prove
ineffectual.

The Firm informs Client that certain entities owned by current or former Firm attorneys
and senior staff (“attorney investment entities”) have investments in funds or companies that
may, directly or indirectly, be affiliated with Client, hold investments in Client’s debt or equity
securities, may be adverse to Client, or conduct commercial transactions with Client (each, a
“Passive Holding”). The attorney investment entities are passive and have no management or
other control rights in such funds or companies. The Firm notes that other persons may in the
future assert that a Passive Holding creates, in certain circumstances, a conflict between the
Firm’s exercise of its independent professional judgment in rendering advice to Client and the
financial interest of Firm attorneys participating in the attorney investment entities, and such
other persons might seek to limit Client’s ability to use the Firm to advise Client on a particular
matter. While the Firm cannot control what a person might assert or seek, the Firm believes that
the Firm’s judgment will not be compromised by virtue of any Passive Holding. Please let us
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 15 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 7

know if Client has any questions or concerns regarding the Passive Holdings. By executing this
letter, Client acknowledges the Firm’s disclosure of the foregoing.

Restructuring Cases. If it becomes necessary for Client to commence restructuring
cases under chapter 11 of the U.S. Bankruptcy Code (a “Restructuring Case”), the Firm’s
ongoing employment by Client will be subject to the approval of the court with jurisdiction over
the petitions. If necessary, the Firm will take steps necessary to prepare the disclosure materials
required in connection with the Firm’s retention as lead restructuring counsel. In the near term,
the Firm will begin conflicts checks on potentially interested parties as provided by Client.

If necessary, the Firm will prepare a preliminary draft of a schedule describing the Firm’s
relationships with certain interested parties (the “Disclosure Schedule”). The Firm will give
Client a draft of the Disclosure Schedule once it is available. Although the Firm believes that
these relationships do not constitute actual conflicts of interest, these relationships must be
described and disclosed in Client’s application to the court to retain the Firm.

If in the Firm’s determination a conflict of interest arises in Client’s Restructuring Case
requiring separate conflicts counsel, then Client will be required to use separate conflicts counsel
in those matters.

No Guarantee of Success. It is impossible to provide any promise or guarantee about
the outcome of Client’s matters. Nothing in this Agreement or any statement by Firm staff or
attorneys constitutes a promise or guarantee. Any comments about the outcome of Client’s
matter are simply expressions of judgment and are not binding on the Firm.

Consent to Use of Information. In connection with future materials that, for marketing
purposes, describe facets of the Firm’s law practice and recite examples of matters the Firm
handles on behalf of clients, Client agrees that, if those materials avoid disclosing Client’s
confidences and secrets as defined by applicable ethical rules, they may identify Client as a
client, may contain factual synopses of Client’s matters, and may indicate generally the results
achieved.

Reimbursement of Fees and Expenses. Client agrees to promptly reimburse the Firm
for all internal or external fees and expenses, including the amount of the Firm’s attorney and
paralegal time at normal billing rates, as incurred by the Firm in connection with participating in,
preparing for, or responding to any action, claim, objection, suit, or proceeding brought by or
against any third-party that relates to the legal services provided by the Firm under this
Agreement. Without limiting the scope of the foregoing, and by way of example only, this
paragraph extends to all such fees and expenses incurred by the Firm in responding to document
subpoenas, and preparing for and testifying at depositions and trials; and with respect to the
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Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 8

filing, preparation, prosecution or defense of any applications by the Firm for approval of fees
and expenses in a judicial, arbitral, or similar proceeding. Further, Client understands,
acknowledges, and agrees that in connection with a Restructuring Case, if Client has not objected
to the payment of a Firm invoice or to a Firm fee and expense application, has in fact paid such
invoice, or has approved such fee and expense application, then Client waives its right (and the
right of any successor entity as a result of a Transaction or otherwise) to subsequently object to
the payment of fees and expenses covered by such invoice or fee application.

LLP. Kirkland & Ellis LLP is a limited liability partnership organized under the laws of
Illinois, and Kirkland & Ellis International LLP is a limited liability partnership organized under
the laws of Delaware. Pursuant to those statutory provisions, an obligation incurred by a limited
liability partnership, whether arising in tort, contract or otherwise, is solely the obligation of the
limited liability partnership, and partners are not personally liable, directly or indirectly, by way
of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of
being or so acting as a partner.

Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois, without giving effect to the conflicts of law principles
thereof.

Miscellaneous. This Agreement sets forth the Parties’ entire agreement for rendering
professional services. It can be amended or modified only in writing and not orally or by course
of conduct. Each Party signing below is jointly and severally responsible for all obligations due
to the Firm and represents that each has full authority to execute this Agreement so that it is
binding. This Agreement may be signed in one or more counterparts and binds each Party
countersigning below, whether or not any other proposed signatory ever executes it. If any
provision of this Agreement or the application thereof is held invalid or unenforceable, the
invalidity or unenforceability shall not affect other provisions or applications of this Agreement
which can be given effect without such provisions or application, and to this end the provisions
of this Agreement are declared to be severable. Any agreement or waiver contained herein by
Client extends to any assignee or successor in interest to Client, including without limitation the
reorganized Client upon and after the effective date of a plan of reorganization in a Restructuring
Case.

This Agreement is the product of arm’s-length negotiations between sophisticated parties,
and Client acknowledges that it is experienced with respect to the retention of legal counsel.
Therefore, the Parties acknowledge and agree that any otherwise applicable rule of contract
construction or interpretation which provides that ambiguities shall be construed against the
drafter (and all similar rules of contract construction or interpretation) shall not apply to this
Agreement. The Parties further acknowledge that the Firm is not advising Client with respect to
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 17 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 9

this Agreement because the Firm would have a conflict of interest in doing so, and that Client
has consulted (or had the opportunity to consult) with legal counsel of its own choosing. Client
further acknowledges that Client has entered into this Agreement and agreed to all of its terms
and conditions voluntarily and fully-informed, based on adequate information and Client’s own
independent judgment. The Parties further acknowledge that they intend for this Agreement to
be effective and fully enforceable upon its execution and to be relied upon by the Parties.

***
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 18 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 10

Please confirm your agreement with the arrangements described in this letter by signing
the enclosed copy of this letter in the space provided below and returning it to us. Please
understand that, if we do not receive a signed copy of this letter within twenty-one days, we will
withdraw from representing you in this Engagement.

Very truly yours,

KIRKLAND & ELLIS LLP

By:
Printed Name: Joshua A. Sussberg, P.C.
Title: Partner

Agreed and accepted this 3rd day of April, 2024

VYAIRE HOLDING COMPANY

By:
Name: Vikram Bajaj
Title: Chief Financial Officer
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 19 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 10

Very truly yours,

KIRKLAND & ELLIS LLP

By:
Printed Name: Joshua A. Sussberg, P.C.
Title: Partner

Agreed and accepted this 4th day of April, 2024

VYAIRE HOLDING COMPANY

By:
Name: Vikram Bajaj
Title: Chief Financial Officer
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 20 of 98

Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 11

Addendum A: List of Client Subsidiaries

1. Vyaire Company 36. Vyaire GmbH
2. Vyaire Finance B.V. 37. Vyaire Medical GmbH
3. Vyaire Medical, Inc. 38. Vyaire Medical Private Limited
4. Bird Products Corporation 39. Vyaire S.r.l.
5. Breathe US Holdco Inc. 40. Vyaire Medical S.r.l.
6. Breathe US Holdings LP 41. Vyaire Medical SDN BHD
7. EME Medical, Inc. 42. Vyaire Medical Cooperatief U.A.
8. Revolutionary Medical Devices, Inc. 43. Vyaire Medical International B.V.
9. SensorMedics Corporation 44. Vyaire Medical Holdings B.V.
10. VIASYS Holdings Inc. 45. Vyaire B.V.
11. Vyaire Medical 202, Inc. 46. Vyaire Medical B.V.
12. Vyaire Medical 203, Inc. 47. Vyaire Medical Products Limited (Spółka z
13. Vyaire Medical 205, Inc. ograniczoną odpowiedzialnością) - Poland
14. Vyaire Medical 206, Inc. Branch
15. Vyaire Medical 211, Inc. 48. Vyaire Limited Liability Company
16. Vyaire Medical BR LLC 49. imtmedical Pte. Ltd.
17. Vyaire Medical Capital LLC 50. Vyaire Medical Pte. Ltd.
18. Vyaire Medical Consumables LLC 51. Vyaire Medical Korea Ltd.
19. Vyaire Medical International LLC 52. Vyaire Medical AB
20. Vyaire Medical LLC 53. Acutronic Medical Systems AG
21. Vyaire Medical Payroll LLC 54. Advanced Respiratory Care AG
22. Vyaire Respiratory Diagnostics LLC 55. imtmedical ag
23. Vyaire Financial Holdings LLC 56. Vyaire Medical Sarl
24. VM Finance Sub LLC 57. Vyaire Turkey Tibbi Cihazlar Ticaret
25. Vyaire Receivables LLC Anonim Sirketi
26. Vyaire TSR Sub, LLC 58. Vyaire DMCC
27. Vyaire TSR Midco, LLC 59. Carefusion U.K. 235 Limited
28. Vyaire Medical Pty Ltd 60. CareFusion U.K. 232 Limited
29. Intermed Equipamento Medico Hospitalar 61. Vyaire UK 236 Limited
LTDA 62. Vyaire Medical Products Limited
30. Servicos De Assistencia Tecnica A
Equipmaneto Medico Hospitalar LTDA
31. Vyaire Medical Products ULC
32. Beijing Branch of Vyaire Medical Products
(Shanghai) Co., Ltd.
33. Vyaire Medical Products (Shanghai) Co.,
Ltd.
34. Vyaire Medical Denmark Branch, Filial of
Vyaire Medical AB
35. MIM Medizinische Instrumente und
Monitoring GmbH
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 21 of 98

KIRKLAND & ELLIS LLP

SCHEDULE I: CLIENT-REIMBURSABLE EXPENSES AND OTHER CHARGES

Effective 01/01/2024

The following outlines Kirkland & Ellis LLP’s (“K&E LLP”) policies and standard charges for
various services performed by K&E LLP and/or by other third parties on behalf of the client
which are often ancillary to our legal services. Services provided by in-house K&E LLP
personnel are for the convenience of our clients. Given that these services are often ancillary to
our legal services, in certain instances it may be appropriate and/or more cost efficient for these
services to be outsourced to a third-party vendor. If services are provided beyond those outlined
below, pricing will be based on K&E LLP’s approximate cost and/or comparable market pricing.

 Duplicating, Reprographics and Printing: The following list details K&E LLP’s
charges for duplicating, reprographics and printing services:

 Black and White Copy or Print (all sizes of paper):
 $0.16 per impression for all U.S. offices
 €0.10 per impression in Munich
 £0.15 per impression in London
 HK$1.50 per impression in Hong Kong
 CNY1.00 per impression in Beijing and Shanghai
 Color Copy or Print (all sizes of paper):
 $0.55 per impression
 Scanned Images:
 $0.16 per page for black and white or color scans
 Other Services:
 CD/DVD Duplicating or Mastering - $7/$10 per CD/DVD
 Binding - $0.70 per binding
 Large or specialized binders - $13/$27
 Tabs - $0.13 per item
 OCR/File Conversion - $0.03 per page
 Large Format Printing - $1.00 per sq. ft.

 Secretarial and Word Processing: Clients are not charged for secretarial and word
processing activities incurred on their matters during standard business hours.

 Overtime Charges: Clients will be charged for overtime costs for secretarial and
document services work if either (i) the client has specifically requested the after-hours
work or (ii) the nature of the work being done for the client necessitates out-of-hours
overtime and such work could not have been done during normal working hours. If these
conditions are satisfied, costs for related overtime meals and transportation also will be
charged.

1
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 22 of 98

 Travel Expenses: We charge clients our out-of-pocket costs for travel expenses
including associated travel agency fees. We charge coach fares (business class for
international flights) unless the client has approved business-class, first-class or an
upgrade. K&E LLP personnel are instructed to incur only reasonable airfare, hotel and
meal expenses. K&E LLP negotiates, uses, and passes along volume discount hotel and
air rates whenever practicable. However, certain retrospective rebates may not be passed
along.

 Catering Charges: Clients will be charged for any in-house catering service provided in
connection with client matters.

 Communication Expenses: We do not charge clients for telephone calls, conference
calls, videoconferences or faxes made from K&E LLP’s offices.

Charges incurred for conference calls, videoconferences, cellular telephones, and calls
made from other third-party locations will be charged to the client at the actual cost
incurred. Further, other telecommunication expenses incurred at third-party locations
(e.g., phone lines at trial sites, Internet access, etc.) will be charged to the client at the
actual cost incurred.

 Overnight Delivery/Postage: We charge clients for the actual cost of overnight and
special delivery (e.g., Express Mail, FedEx, and DHL), and U.S. postage for materials
mailed on the client’s behalf. K&E LLP negotiates, uses, and passes along volume
discount rates whenever practicable.

 Messengers: We charge clients for the actual cost of a third-party vendor messenger.

 Library Research Services: Library Research staff provides research and document
retrieval services at the request of attorneys, and clients are charged per hour for these
services. Any expenses incurred in connection with the request, such as outside retrieval
service or online research charges, are passed on to the client at cost, including any
applicable discounts.

 Online Research Charges: K&E LLP charges for costs incurred in using third-party
online research services in connection with a client matter. K&E LLP negotiates and
uses discounts or special rates for online research services whenever possible and
practicable and passes through the full benefit of any savings to the client based on actual
usage.

 Inter-Library Loan Services: Our standard client charge for inter-library loan services
when a K&E LLP library employee borrows a book from an outside source is $25 per
title. There is no client charge for borrowing books from K&E LLP libraries in other
cities or from outside collections when the title is part of the K&E LLP collection but
unavailable.

 Off-Site Legal Files Storage: Clients are not charged for off-site storage of files unless
the storage charge is approved in advance.

2
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 23 of 98

 Electronic Data Storage: K&E LLP will not charge clients for costs to store electronic
data and files on K&E LLP’s systems if the data stored does not exceed 100 gigabytes
(GB). If the data stored for a specific client exceeds 100GB, K&E LLP will charge
clients $6.00 per month/per GB for all network data stored until the data is either returned
to the client or properly disposed of. For e-discovery data on the Relativity platform,
K&E LLP will also charge clients $6.00 per month/per GB until the data is either
returned to the client or properly disposed of.

 Tax Filings: Clients will be charged a fixed fee for certain tax filings. Our standard
charge is $400 per Form 8832 election; $250 per Form 83(b) election for the first 20
forms, $100 per form for any additional forms; $1,000 each for Form SS-4 (Foreign);
$100 each for Form SS-4 (Domestic); and $75 for each FIRPTA certificate.

 Calendar Court Services: Our standard charge is $25 for a court filing and other court
services or transactions.

 Supplies: There is no client charge for standard office supplies. Clients are charged for
special items (e.g., a minute book, exhibit tabs/indexes/dividers, binding, etc.) and then at
K&E LLP’s actual cost.

 Contract Attorneys and Contract Non-Attorney Billers: If there is a need to utilize a
contract attorney or contract non-attorney on a client engagement, clients will be charged
a standard hourly rate for these billers unless other specific billing arrangements are
agreed between K&E LLP and client.

 Expert Witnesses, Experts of Other Types, and Other Third Party Consultants: If
there is a need to utilize an expert witness, expert of other type, or other third party
consultant such as accountants, investment bankers, academicians, other attorneys, etc.
on a client engagement, clients will be requested to retain or pay these individuals
directly unless specific billing arrangements are agreed between K&E LLP and client.

 Third Party Expenditures: Third party expenditures (e.g., corporate document and lien
searches, lease of office space at Trial location, IT equipment rental, SEC and regulatory
filings, etc.) incurred on behalf of a client, will be passed through to the client at actual
cost. If the invoice exceeds $50,000, it is K&E LLP’s policy that wherever possible such
charges will be directly billed to the client. In those circumstances where this is not
possible, K&E LLP will seek reimbursement from our client prior to paying the vendor.

Unless otherwise noted, charges billed in foreign currencies are based on current U.S. charges at
an appropriate exchange rate.

3
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 24 of 98

EXHIBIT B

Winters Declaration
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 25 of 98

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)

DECLARATION OF SPENCER A. WINTERS,
IN SUPPORT OF THE DEBTORS’ APPLICATION
FOR ENTRY OF AN ORDER AUTHORIZING THE
RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS
FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF JUNE 9, 2024

I, Spencer A. Winters, being duly sworn, state the following under penalty of perjury:

1. I am the president of Spencer A. Winters, P.C., a partner of the law firm of

Kirkland & Ellis LLP,2 located at 333 West Wolf Point Plaza, Chicago, Illinois 60654, and a

partner of Kirkland & Ellis International LLP (together with Kirkland & Ellis LLP,

collectively, “Kirkland”). I am one of the lead attorneys from Kirkland working on the

above-captioned chapter 11 cases. I am a member in good standing of the Bar of the State of

Illinois, and I have been admitted to practice in the United States District Court for the Northern

District of Illinois. There are no disciplinary proceedings pending against me.

2. I submit this declaration (the “Declaration”) in support of the Debtors’ Application

for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and

2 Capitalized terms used but not otherwise defined herein shall have the meaning as set forth in the Application.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 26 of 98

Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession

Effective as of June 9, 2024 (the “Application”).3 Except as otherwise noted, I have personal

knowledge of the matters set forth herein.

Kirkland’s Qualifications

4. The Debtors seek to retain Kirkland because of Kirkland’s recognized expertise and

extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and

business reorganizations under chapter 11 of the Bankruptcy Code.

5. Kirkland has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re Appgate, Inc., No. 24-10956 (CTG) (Bankr.

D. Del. June 13, 2024); In re Express, Inc., No. 24-10831 (KBO) (Bankr. D. Del. June 4, 2024);

In re Sientra, Inc., No. 24-10245 (JTD) (Bankr. D. Del. Mar. 26, 2024); In re MVK FarmCo LLC,

No. 23-11721 (LSS) (Bankr. D. Del. Dec. 6, 2023); In re Yellow Corporation, No. 23-11069

(CTG) (Bankr. D. Del. Sept. 22, 2023); In re PGX Holdings, Inc., No. 23-10718 (CTG) (Bankr.

D. Del. Jun. 4, 2023).4

6. In preparing for its representation of the Debtors in these chapter 11 cases, Kirkland

has become familiar with the Debtors’ business and many of the potential legal issues that may

arise in the context of these chapter 11 cases. I believe that Kirkland is both well-qualified and

uniquely able to represent the Debtors in these chapter 11 cases in an efficient and timely manner.

3 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
4 Because of the voluminous nature of the orders cited in this Declaration, they are not attached to this Declaration.
Copies of these orders are available upon request to Kirkland.

2
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 27 of 98

Services to Be Provided

7. Subject to further order of the Court and that certain engagement letter dated

March 28, 2024 (the “Engagement Letter”), a copy of which is attached as Exhibit 1 to the Order,

the Debtors retained Kirkland to render, without limitation, the following legal services:

a. advising the Debtors with respect to their powers and duties as debtor in
possession in the continued management and operation of their businesses
and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including
all of the legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and
other parties in interest;

f. representing the Debtors in connection with obtaining authority to continue
using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests
of the Debtors’ estates;

i. advising the Debtors regarding tax matters;

3
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 28 of 98

Professional Compensation

8. Kirkland intends to apply for compensation for professional services rendered on

an hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases,

subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of

the Court. The hourly rates and corresponding rate structure Kirkland will use in these chapter 11

cases are the same as the hourly rates and corresponding rate structure that Kirkland uses in other

debtor representations, and are comparable to the hourly rates and corresponding rate structure that

Kirkland uses for complex corporate, securities, and litigation matters whether in court or

otherwise, regardless of whether a fee application is required. These rates and the rate structure

reflect that such restructuring and other complex matters typically are national in scope and involve

great complexity, high stakes, and severe time pressures.

9. Kirkland operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

4
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 29 of 98

10. Kirkland’s current hourly rates for matters related to these chapter 11 cases range

as follows:5

Billing Category6 U.S. Range
Partners $1,195-$2,465
Of Counsel $820-$2,245
Associates $745-$1,495
Paraprofessionals $325-$625

11. Kirkland’s hourly rates are set at a level designed to compensate Kirkland fairly for

the work of its attorneys and paralegals and to cover fixed and routine expenses. Hourly rates vary

with the experience and seniority of the individuals assigned. These hourly rates are subject to

periodic adjustments to reflect economic and other conditions.7

12. It is Kirkland’s policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client’s case that would not have been

incurred except for representation of that particular client. It is also Kirkland’s policy to charge

its clients only the amount actually incurred by Kirkland in connection with such items. Examples

5 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable
currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable
conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed
the billing rates listed in the chart herein. While the rate ranges provided for in this Application may change if
an individual leaves or joins Kirkland, and if any such individual’s billing rate falls outside the ranges disclosed
above, Kirkland does not intend to update the ranges for such circumstances.
6 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event
that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect
to fees billed by such attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the
Debtors in connection with work performed by Kirkland will be subject to conflict checks and disclosures in
accordance with the requirements of the Bankruptcy Code.
7 For example, like many of its peer law firms, Kirkland typically increases the hourly billing rate of attorneys and
paraprofessionals twice a year in the form of: (i) step increases historically awarded in the ordinary course on the
basis of advancing seniority and promotion and (ii) periodic increases within each attorney’s and
paraprofessional’s current level of seniority. The step increases do not constitute “rate increases” (as the term is
used in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed
Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013). As set forth in
the Order, Kirkland will provide ten business days’ notice to the Debtors, the U.S. Trustee, and any official
committee before implementing any periodic increases, and shall file such notice with the Court.

5
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 30 of 98

of such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging.

13. To ensure compliance with all applicable deadlines in these chapter 11 cases,

Kirkland utilizes the services of overtime secretaries. Kirkland charges fees for these services

pursuant to the Engagement Letter between Kirkland and the Debtors, which permits Kirkland to

bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition,

Kirkland professionals also may charge their overtime meals and overtime transportation to the

Debtors consistent with prepetition practices.

14. Kirkland currently charges the Debtors $0.16 per page for standard duplication in

its offices in the United States. Notwithstanding the foregoing and consistent with the Local Rules,

Kirkland will charge no more than $0.10 per page for standard duplication services in these

chapter 11 cases. Kirkland does not charge its clients for incoming facsimile transmissions.

Kirkland has negotiated a discounted rate for Westlaw computer-assisted legal research.

Computer-assisted legal research is used whenever the researcher determines that using Westlaw

is more cost effective than using traditional (non-computer assisted legal research) techniques.

Compensation Received by Kirkland from the Debtors

15. Per the terms of the Engagement Letter, on April 9, 2024, the Debtors paid

$2,500,000 to Kirkland, which, as stated in the Engagement Letter, constituted a “special purpose

retainer” (also known as an “advance payment retainer”) as defined in Rule 1.5(d) of the Illinois

Rules of Professional Conduct and Dowling v. Chicago Options Assoc., Inc., 875 N.E.2d 1012,

1018 (Ill. 2007). Subsequently, the Debtors paid to Kirkland additional special purpose retainer

totaling $4,600,000 in the aggregate. As stated in the Engagement Letter, any special purpose

retainer is earned by Kirkland upon receipt, any special purpose retainer becomes the property of

Kirkland upon receipt, the Debtors no longer have a property interest in any special purpose

6
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 31 of 98

retainer upon Kirkland’s receipt, any special purpose retainer will be placed in Kirkland’s general

account and will not be held in a client trust account, and the Debtors will not earn any interest on

any special purpose retainer.8 A chart identifying the statements setting forth the professional

services provided by Kirkland to the Debtors and the expenses incurred by Kirkland in connection

therewith, as well as the special purpose retainer transferred by the Debtors to Kirkland, prior to

the Petition Date is set forth below.

8 The Engagement Letter provides that Kirkland may continue to hold any remaining prepetition special purpose
retainer during the pendency of a chapter 11 case rather than applying such special purpose retainer to postpetition
fees and expenses. Kirkland evaluates whether to retain any remaining prepetition special purpose retainer on a
case-by-case basis. In this particular case, Kirkland has elected not to hold any remaining prepetition special
purpose retainer but, instead, will apply any remaining special purpose retainer to postpetition fees and expenses
as such fees and expenses are allowed by the Court.

7
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 32 of 98

16. During the 90-day period before the Petition Date, the Debtors paid special purpose

retainer in the following amounts to Kirkland:

Amount of Special Purpose Retainer
Fees and
Type of Resulting
Date Expenses Amount Amount
Transaction Balance
Listed on Requested Received
Following
Statement
Initial Request for
4/3/24 - $2,500,000.00 - -
Special Purpose Retainer
Receipt of Initial
4/9/24 - - $2,500,000.00 $2,500,000.00
Special Purpose Retainer
Additional Special Purpose Retainer 4/17/24 - $500,000.00 - $2,500,000.00
Receipt of Additional
4/22/24 - - $500,000.00 $3,000,000.00
Special Purpose Retainer
Additional Special Purpose Retainer 4/23/24 - $500,000.00 - $3,000,000.00
Statement of Fees and Expenses 4/30/24 $2,578,523.71 - - $421,476.29
Receipt of Additional
5/2/24 - - $500,000.00 $921,476.29
Special Purpose Retainer
Additional Special Purpose Retainer 5/6/24 - $500,000.00 - $921,476.29
Receipt of Additional
5/13/24 - - $500,000.00 $1,421,476.29
Special Purpose Retainer
Additional Special Purpose Retainer 5/14/24 - 500,000.00 - $1,421,476.29
Receipt of Additional
5/16/24 - - $500,000.00 $1,921,476.29
Special Purpose Retainer
Additional Special Purpose Retainer 5/17/24 - $500,000.00 - $1,921,476.29
Statement of Fees and Expenses 5/20/24 $1,445,320.54 - - $476,155.75
Receipt of Additional
5/22/24 - - $500,000.00 $976,155.75
Special Purpose Retainer
Additional Special Purpose Retainer 5/23/24 - $500,000.00 - $976,155.75
Receipt of Additional
5/29/24 - - $500,000.00 $1,476,155.75
Special Purpose Retainer
Additional Special Purpose Retainer 5/30/24 - $750,000.00 - $1,476,155.75
Receipt of Additional
5/31/24 - - $750,000.00 $2,226,155.75
Special Purpose Retainer
Additional Special Purpose Retainer 6/5/24 - $500,000.00 - $2,226,155.75
Additional Special Purpose Retainer 6/6/24 - $350,000.00 - $2,226,155.75
Receipt of Additional Special Purpose
6/7/24 - - $500,000.00 $2,726,155.75
Retainer
Receipt of Additional Special Purpose
6/7/24 - - $350,000.00 $3,076,155.75
Retainer

17. As of the Petition Date, the Debtors did not owe Kirkland any amounts for legal

services rendered before the Petition Date. Although certain expenses and fees may have been

incurred, but not yet applied to Kirkland’s special purpose retainer, Kirkland’s total special

purpose retainer always exceeded any amounts listed on statements describing services rendered

8
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 33 of 98

and expenses incurred (on a “rates times hours” and “dates of expenses incurred” basis) prior to

the Petition Date.

18. Pursuant to Bankruptcy Rule 2016(b), Kirkland has not shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with

the partners, associates, and contract attorneys associated with Kirkland or (b) any compensation

another person or party has received or may receive.

Statement Regarding U.S. Trustee Guidelines

19. Kirkland shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of the Court.

Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee’s requests for

information and additional disclosures as set forth in the Guidelines for Reviewing Applications

for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases Effective As of November 1, 2013 (the “Revised UST Guidelines”), both

in connection with this Application and the interim and final fee applications to be filed by

Kirkland in these chapter 11 cases.

Attorney Statement Pursuant to Revised UST Guidelines

20. The following is provided in response to the request for additional

information set forth in Paragraph D.1. of the Revised UST Guidelines:

a. Question: Did Kirkland agree to any variations from, or alternatives to,
Kirkland’s standard billing arrangements for this engagement?

Answer: No. Kirkland and the Debtors have not agreed to any variations from,
or alternatives to, Kirkland’s standard billing arrangements for this
engagement. The rate structure provided by Kirkland is appropriate and is not
significantly different from (a) the rates that Kirkland charges for other

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non-bankruptcy representations or (b) the rates of other comparably skilled
professionals.

b. Question: Do any of the Kirkland professionals in this engagement vary their
rate based on the geographic location of the Debtors’ chapter 11 cases?

Answer: No. The hourly rates used by Kirkland in representing the Debtors
are consistent with the rates that Kirkland charges other comparable chapter 11
clients, regardless of the location of the chapter 11 case.

c. Question: If Kirkland has represented the Debtors in the 12 months prepetition,
disclose Kirkland’s billing rates and material financial terms for the prepetition
engagement, including any adjustments during the 12 months prepetition. If
Kirkland’s billing rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.

Answer: Kirkland’s current hourly rates for services rendered on behalf of the
Debtors range as follows:9

Billing Category10 U.S. Range
Partners $1,195-$2,465
Of Counsel $820-$2,245
Associates $745-$1,495
Paraprofessionals $325-$625

Kirkland represented the Debtors during the twelve-month period from January
1 to December 31, 2023, using the hourly rates listed below:

Billing Category U.S. Range
Partners $1,195-$2,245
Of Counsel $820-$2,125
Associates $685-$1,395
Paraprofessionals $295-$575

9 While the rate ranges provided for in this Application may change if an individual leaves or joins Kirkland, and
if any such individual’s billing rate falls outside the ranges disclosed above, Kirkland does not intend to update
the ranges for such circumstances.
10 Although Kirkland does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event
that it becomes necessary to use contract attorneys, Kirkland will not charge a markup to the Debtors with respect
to fees billed by such attorneys. Any contract attorneys or non-attorneys who are employed by the Debtors in
connection with work performed by Kirkland will be subject to conflict checks and disclosures in accordance
with the requirements of the Bankruptcy Code.

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d. Question: Have the Debtors approved Kirkland’s budget and staffing plan,
and, if so, for what budget period?

Answer: Yes, for the period from June 9, 2024 through September 7, 2024.

Kirkland’s Disinterestedness

21. In connection with its proposed retention by the Debtors in these chapter 11 cases,

Kirkland undertook to determine whether it had any conflicts or other relationships that might

cause it not to be disinterested or to hold or represent an interest adverse to the Debtors.

Specifically, Kirkland obtained from the Debtors and their representatives the names of individuals

and entities that may be parties in interest in these chapter 11 cases (the “Potential Parties in

Interest”) and such parties are listed on Schedule 1 hereto. Kirkland has searched its electronic

database for its connections to the entities listed on Schedule 1 hereto. In addition, after Kirkland

identified all client connections with the parties in interest over a specified time period, Kirkland

circulated a survey email to all Kirkland attorneys who billed 10 or more hours to such clients

during the prior six years. Further, beyond the individual emails, Kirkland sent a daily report of

new matters firm wide. All Kirkland attorneys are responsible for reviewing the daily report of

new matters and raising any potential concerns with respect to new representations. Other than

with respect to Kirkland’s prior representation of Apax as described herein, Kirkland did not

receive any answers in the affirmative to these emails. Additionally, to the extent that I have been

able to ascertain that Kirkland has been retained within the last three years to represent any of the

Potential Parties in Interest (or their affiliates, as the case may be) in matters unrelated to these

cases, such facts are disclosed on Schedule 2 attached hereto.

22. Kirkland and certain of its partners and associates may have in the past represented,

may currently represent, and likely in the future will represent, entities that may be parties in

interest in these chapter 11 cases in connection with matters unrelated (except as otherwise

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disclosed herein) to the Debtors and these chapter 11 cases. Kirkland has searched its electronic

database for its connections to the entities listed on Schedule 1 attached hereto. The information

listed on Schedule 1 may have changed without our knowledge and may change during the

pendency of these chapter 11 cases. Accordingly, Kirkland will update this Declaration as

necessary and when Kirkland becomes aware of additional material information. The following

is a list of the categories that Kirkland has searched:11

Schedule Category
1(a) Debtors and their Non-Debtor Affiliates
1(b) Current and Recent Former Directors and Officers
1(c) Shareholders
1(d) Bankruptcy Professionals
1(e) Cash Management Banks
1(f) Insurers
1(g) Landlords
1(h) Lender Counsel and Advisors
1(i) Lenders and Agents
1(j) Litigation Parties and Counsel
1(k) Material Contract Counterparties
1(l) Ordinary Course Professionals
1(m) Potential M&A Counterparties [CONFIDENTIAL]
1(n) Taxing Authorities
1(o) Committee Professionals
1(p) Committee Members
1(q) U.S. Trustee Personnel, Bankruptcy Judges, and Court Contacts for the United States
Bankruptcy Court for the District of Delaware (and key staff members)
1(r) Utility Providers

23. To the best of my knowledge, (a) Kirkland is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and

11 Kirkland’s inclusion of parties in the following Schedules is solely to illustrate Kirkland’s conflict search process
and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in
the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.

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(b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest, except

as may be disclosed in this Declaration.

24. Listed on Schedule 2 to this Declaration are the results of Kirkland’s conflicts

searches of the above-listed entities.12 For the avoidance of doubt, Kirkland will not commence a

cause of action in these chapter 11 cases against the entities listed on Schedule 2 that are current

clients of Kirkland (including entities listed below under the “Specific Disclosures” section of this

Declaration) unless Kirkland has an applicable waiver on file or first receives a waiver from such

entity allowing Kirkland to commence such an action. To the extent that a waiver does not exist

or is not obtained from such entity and it is necessary for the Debtors to commence an action

against that entity, the Debtors will be represented in such particular matter by conflicts counsel.13

25. Of the entities listed on Schedule 2, Blackstone and certain of its affiliates

(“Blackstone”), and two counterparties that considered participation in the Debtors’ sale and

marketing process,14 each represented more than one percent of Kirkland’s fee receipts for the

12 As referenced in Schedule 2, the term “current client” means an entity listed as a client in Kirkland’s conflicts
search system to whom time was posted in the 12 months preceding the Petition Date. As referenced in
Schedule 2, the term “former client” means an entity listed as a client in Kirkland’s conflicts search system to
whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedule 2, the
term “closed client” means an entity listed as a client in Kirkland’s conflicts search system to whom time was
posted in the 36 months preceding the Petition Date, but for which the client representation has been closed.
Whether an actual client relationship exists can only be determined by reference to the documents governing
Kirkland’s representation rather than its potential listing in Kirkland’s conflicts search system. The list generated
from Kirkland’s conflicts search system is over-inclusive. As a general matter, Kirkland discloses connections
with “former clients” or “closed clients” for whom time was posted in the last 36 months, but does not disclose
connections if time was billed more than 36 months before the Petition Date.
13 Contemporaneous with the filing of the Application, the Debtors also are seeking to retain and employ Cole
Schotz P.C. as conflicts counsel pursuant to the Debtors’ Application for Entry of an Order Authorizing the
Retention and Employment of Cole Schotz P.C. as Delaware Co-Counsel for the Debtors Effective as of the
Petition Date.
14 As noted in paragraph 39, due to the inherently competitive nature of this process, it is imperative that the
identities of these potential counterparties remain confidential. The Debtors have disclosed to the U.S. Trustee
the identities of the potential counterparties and Kirkland’s connections to such potential counterparties.

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twelve-month period ending on May 31, 2024.15 Certain funds affiliated with Blackstone,

including Diamond CLO 2018 1 Ltd., are prepetition first-lien secured lenders to the Debtors.

Kirkland has not represented, and will not represent, Blackstone or its affiliates in connection with

these chapter 11 cases during the pendency of these chapter 11 cases. I do not believe that any

current or former representation of any of these parties precludes it from meeting the

disinterestedness standard under the Bankruptcy Code.

26. Kirkland’s conflicts search of the entities listed on Schedules 1(a) – 1(s) (that

Kirkland was able to locate using its reasonable efforts) reveals, to the best of my knowledge, that

those Kirkland attorneys and paraprofessionals who previously worked at other law firms that

represented such entities in these chapter 11 cases have not worked on matters relating to the

Debtors’ restructuring efforts while at Kirkland.

27. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge, neither I, Kirkland, nor any partner or associate thereof, insofar as I have been able

to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest,

their respective attorneys and accountants, the United States Trustee for the District of Delaware

(the “U.S. Trustee”), any person employed by the U.S. Trustee, or any Bankruptcy Judge currently

serving on the United States Bankruptcy Court for the District of Delaware, except as disclosed or

otherwise described herein.

28. Kirkland will review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts to

15 Specific percentages will be disclosed to the U.S. Trustee upon request.

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identify such further developments and will promptly file a supplemental declaration, as required

by Bankruptcy Rule 2014(a).

29. Generally, it is Kirkland’s policy to disclose entities in the capacity that they first

appear in a conflicts search. For example, if an entity already has been disclosed in this Declaration

in one capacity (e.g., a customer), and the entity appears in a subsequent conflicts search in a

different capacity (e.g., a vendor), Kirkland does not disclose the same entity again in supplemental

declarations, unless the circumstances are such in the latter capacity that additional disclosure is

required.

30. From time to time, certain former partners of Kirkland are entitled to compensation

for a limited period of time following their departure from the firm.

31. From time to time, Kirkland has referred work to other professionals to be retained

in these chapter 11 cases. Likewise, certain such professionals have referred work to Kirkland.

32. Certain insurance companies pay the legal bills of Kirkland clients. Some of these

insurance companies may be involved in these chapter 11 cases. None of these insurance

companies, however, are Kirkland clients as a result of the fact that they pay legal fees on behalf

of Kirkland clients.

Specific Disclosures

33. As specifically set forth below and in the attached exhibits, Kirkland represents

certain of the Debtors’ creditors, equity security holders, or other entities that may be parties in

interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the

representations described herein are materially adverse to the interests of the Debtors’ estates.

Moreover, pursuant to section 327(c) of the Bankruptcy Code, Kirkland is not disqualified from

acting as the Debtors’ counsel merely because it represents certain of the Debtors’ creditors, equity

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security holders, or other entities that may be parties in interest in matters unrelated to these

chapter 11 cases.

A. Connections to the Debtors’ Stakeholders.

34. As disclosed on Schedule 2, Kirkland currently represents, and in the past has

represented, Apax Partners, LLP and certain of its affiliated investment funds and portfolio

companies (“Apax”) in a variety of matters. Apax indirectly owns approximately 99% of the

equity interests in Debtor Vyaire Holding Company and certain funds affiliated with Apax hold

certain of the Debtors’ first lien term loans.

35. Prior to the Petition Date, Kirkland represented Apax in connection with a potential

carve-out transaction in which certain Apax funds considered purchasing one of the Debtors’

business units and, in connection with that potential purchase, contributed certain amounts of cash

to the Debtors. Apax is represented by Simpson Thatcher & Bartlett LLP in these chapter 11 cases.

During the pendency of these chapter 11 cases, Kirkland has not represented and will not represent

Apax in connection with the Debtors or any matter in these chapter 11 cases. Kirkland has an

applicable waiver on file from both the Debtors and Apax allowing Kirkland to represent the

Debtors in these chapter 11 cases. I do not believe that Kirkland’s current or prior representations

of Apax preclude Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

36. As disclosed on Schedule 2, certain of the Debtors’ lenders or their affiliates are

current or former clients of Kirkland, including members of the ad hoc group of prepetition first

lien secured term loan lenders (the “First Lien Group”). Such lenders include Atalaya Capital

Management LP, Benefit Street Partners L.L.C., BlackRock Investment Management (UK)

Limited, Blackstone, BNP Paribas, ING Capital LLC, Nuveen Asset Management, LLC, Oaktree

Capital Management, L.P., and UBS AG Stamford Branch. Members of the First Lien Group are

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also the Debtors’ DIP lenders and party to a restructuring support agreement with the Debtors.

Kirkland’s current and prior representations of these entities have been in matters unrelated to the

Debtors or these chapter 11 cases. Kirkland has not represented, and will not represent, any of the

Debtors’ lenders or their affiliates in connection with these chapter 11 cases during the pendency

of these chapter 11 cases. I do not believe that Kirkland’s current or prior representations of

Debtors’ lenders or their affiliates precludes Kirkland from meeting the disinterestedness standard

under the Bankruptcy Code.

B. Connections to Officers and Directors.

37. As disclosed below and on Schedule 2, Kirkland currently represents, and in the

past has represented, certain affiliates, subsidiaries and entities associated with the Debtors’

current and recent former officers and directors. I do not believe that Kirkland’s current or prior

representation of the affiliates, subsidiaries, and entities associated with certain officers and

directors precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

38. Paul Aronzon, David Barse, and Ronald Labrum, each current directors of certain of

the Debtors, serve, have served, or may serve, from time to time, in various management and/or

director capacities of certain Kirkland clients or affiliates thereof. I do not believe that Kirkland’s

current or prior representation of clients for which Messrs. Labrum, Aronzon, or Barse serve or

have served in management and/or director capacities precludes Kirkland from meeting the

disinterestedness standard under the Bankruptcy Code.

C. Potential M&A Transaction Counterparties.

39. The Debtors are in discussions with certain parties (and may be in discussions with

other parties in the future) regarding potential M&A transactions regarding the Debtors and their

businesses. Due to the inherently competitive nature of this process, it is imperative that the

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identities of these potential counterparties remain confidential. The Debtors have disclosed to the

U.S. Trustee the identities of the potential counterparties and Kirkland’s connections to such

potential counterparties, and Kirkland believes such disclosure is sufficient and reasonable under

the circumstances and at this time. However, should the Court request disclosure of the identities

of the potential counterparties, the Debtors are prepared to file with the Court under seal a version

of this Declaration that contains a schedule of the potential counterparties and Kirkland’s

connections to such potential counterparties. Prior to the Petition Date, Kirkland reviewed the

Debtors’ form confidentiality agreement utilized in connection with the Debtors’ marketing

process on behalf of a potential counterparty. No new matter was opened in connection with the

review of the confidentiality agreement, and no confidentiality agreement was executed between

the Debtors and the potential counterparty. Kirkland will not represent such counterparty with any

matter in these chapter 11 cases during the pendency of these chapter 11 cases. I do not believe

that Kirkland’s current or prior representations of the potential counterparties or certain of their

affiliates or Kirkland’s review of the confidentiality agreement precludes Kirkland from meeting

the disinterestedness standard under the Bankruptcy Code.

D. Other Chapter 11 Professionals.

40. As disclosed on Schedule 2, Kirkland currently represents, and in the past has

represented, certain affiliates, subsidiaries, and entities associated with various professionals that

the Debtors seeks to retain in connection with these chapter 11 cases. Kirkland’s current and prior

representations of these professionals have been in matters unrelated to the Debtors or these

chapter 11 cases. Kirkland has not represented, and will not represent, any such professionals in

connection with any matter in these chapter 11 cases during the pendency of these chapter 11

cases. I do not believe that Kirkland’s current or prior representation of these professionals

precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

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41. Certain of the Debtors’ prepetition lenders retained Houlihan Lokey Inc. (“Houlihan

Lokey”) as their investment banker and advisor. As disclosed on Schedule 2, Kirkland currently

represents, and in the past has represented, Houlihan Lokey on a variety of matters. Kirkland’s

current and prior representations of Houlihan Lokey have been in matters unrelated to the Debtors

or these chapter 11 cases. Kirkland has not represented, and will not represent, Houlihan Lokey

in connection with any matter in these chapter 11 cases during the pendency of these chapter 11

cases. I do not believe that Kirkland’s current or prior representation of Houlihan Lokey precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

42. Certain of the Debtors’ prepetition lenders retained Rothschild & Co. (together with

its affiliates, “Rothschild”) as their investment banker and advisor. As disclosed on Schedule 2,

Kirkland currently represents, and in the past has represented, Rothschild on a variety of matters.

Kirkland’s current and prior representations of Rothschild have been in matters unrelated to the

Debtors or these chapter 11 cases. Kirkland has not represented, and will not represent, Rothschild

in connection with any matter in these chapter 11 cases during the pendency of these chapter 11

cases. I do not believe that Kirkland’s current or prior representation of Rothschild precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

43. Rachael Bentley, a Kirkland partner, is married to Matthew Bentley, an associate at

ArentFox Schiff LLP, counsel to the agent on the Debtors’ debtor in possession financing facility.

Ms. Bentley does not work, and will not work, on cases where Mr. Bentley is involved. Likewise,

Mr. Bentley does not work, and will not work, on cases where Ms. Bentley is involved. I do not

believe this connection precludes Kirkland from meeting the disinterestedness standard under the

Bankruptcy Code.

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E. Kirkland Attorney and Employee Investments.

44. From time to time, Kirkland partners, of counsel, associates, and employees

personally invest in mutual funds, retirement funds, private equity funds, venture capital funds,

hedge funds, and other types of investment funds (the “Investment Funds”), through which such

individuals indirectly acquire an interest in debt or equity securities of many companies, one of

which may be one of the Debtors, their creditors, or other parties in interest in these chapter 11

cases, often without Kirkland’s knowledge. Each Kirkland person generally owns substantially

less than one percent of such Investment Fund, does not manage or otherwise control such

Investment Fund, and has no influence over the Investment Fund’s decision to buy, sell, or vote

any particular security. The Investment Fund is generally operated as a blind pool, meaning that

when the Kirkland persons make an investment in the Investment Fund, he, she, or they do not

know what securities the blind pool Investment Fund will purchase or sell, and have no control

over such purchases or sales.

45. From time to time one or more Kirkland partners and of counsel voluntarily choose

to form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment Funds.

Such Passive-Intermediary Entity is composed only of persons who were Kirkland partners and of

counsel at the time of the Passive-Intermediary Entity’s formation (although some may later

become former Kirkland partners and of counsel). Participation in such a Passive-Intermediary

Entity is wholly voluntary and only a portion of Kirkland’s partners and of counsel choose to

participate. The Passive-Intermediary Entity generally owns substantially less than one percent of

any such Investment Fund, does not manage or otherwise control such Investment Fund, and has

no influence over the Investment Fund’s decision to buy, sell, or vote any particular security. Each

Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool, so that

the Passive-Intermediary Entity does not know what securities the blind pool Investment Funds

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will purchase or sell and has no control over such purchases or sales. And, indeed, the

Passive-Intermediary Entity often arranges for statements and communications from certain

Investment Funds to be sent solely to a blind administrator who edits out all information regarding

the identity of the Investment Fund’s underlying investments, so that the Passive-Intermediary

Entity does not learn (even after the fact) the identity of the securities purchased, sold, or held by

the Investment Fund. To the extent the Passive-Intermediary Entity is or becomes aware of the

identity of the securities purchased, sold, or held by the Investment Funds (“Known Holdings”),

such Known Holdings are submitted to Kirkland’s conflict checking system.

46. From time to time, Kirkland partners, of counsel, associates, and employees

personally directly acquire a debt or equity security of a company which may be (or become) one

of the Debtors, their creditors, or other parties in interest in these chapter 11 cases. Kirkland has

a long-standing policy prohibiting attorneys and employees from using confidential information

that may come to their attention in the course of their work, so that all Kirkland attorneys and

employees are barred from trading in securities with respect to which they possess confidential

information.

F. Former Clerks.

47. The following Kirkland employees had clerkships in the United States Bankruptcy

Court for District of Delaware during the last three years (together, the “Former Clerks”). I do not

believe that the Former Clerks’ work for the Court precludes Kirkland from meeting the

disinterestedness standard under the Bankruptcy Code.

48. Jose Elaine Lugo is a Kirkland associate who clerked with the Honorable Karen B.

Owens in the United States Bankruptcy Court for the District of Delaware, from September 2020

to September 2021. Ms. Lugo began working at Kirkland in September 2021, and had no

connection with the Debtors’ chapter 11 cases while working for Judge Owens. I do not believe

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that Mr. Lugo’s work for the Court precludes Kirkland from meeting the disinterestedness standard

under the Bankruptcy Code.

49. Jacob Black is a Kirkland associate who clerked with the Honorable Christopher S.

Sontchi (ret.) in the United States Bankruptcy Court for the District of Delaware, from January

2020 to December 2021. Mr. Black began working at Kirkland in September 2021, and had no

connection with the Debtors’ chapter 11 cases while working for Judge Sontchi. I do not believe

that Mr. Black’s work for the Court precludes Kirkland from meeting the disinterestedness

standard under the Bankruptcy Code.

G. Other Disclosures.

50. Finally, certain interrelationships exist among the Debtors and their non-Debtor

affiliates (the “Intercompany Relationships”). Nevertheless, the Debtors have advised Kirkland

that the Intercompany Relationships do not pose any conflict of interest because of the general

unity of interest among the Debtors and their non-Debtor affiliates. Insofar as I have been able to

ascertain, I know of no conflict of interest that would preclude Kirkland’s joint representation of

the Debtors and their non-Debtor affiliates in these chapter 11 cases.

51. As disclosed on Schedule 2, certain potential parties in interest in these chapter 11

cases are current or former Kirkland restructuring clients, including Frontier Communications

Corporation, (together with any other current or former Kirkland restructuring client, the

“Restructuring Clients”). Kirkland’s current and prior representations of the Restructuring Clients

are unrelated to the Debtors’ chapter 11 cases. Kirkland will not represent the Debtors, the

Debtors’ non-Debtor affiliates, or other entities associated with the Debtors in any matter related

to the Restructuring Clients’ restructuring matters. Similarly, Kirkland will not represent the

Restructuring Clients against the Debtors in these chapter 11 cases. I do not believe that Kirkland’s

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current or prior representations of the Restructuring Clients preclude Kirkland from meeting the

disinterestedness standard under the Bankruptcy Code.

52. Kirkland currently represents, and formerly has represented, Bank of America,

N.A. (“Bank of America”) and certain of its affiliates, in a variety of matters. Bank of America

serves as the prepetition First Lien Term Loan Agent. Kirkland’s representations of Bank of

America, in the aggregate, accounted for less than one percent of Kirkland’s fee receipts for the

twelve-month period ending on June 7, 2024. All of Kirkland’s current and prior representations

of Bank of America have been unrelated to the Debtors and these chapter 11 cases. I do not believe

that Kirkland’s representation of Bank of America precludes Kirkland from meeting the

disinterestedness standard under the Bankruptcy Code.

53. Michael E. Weisser, a Kirkland partner, is a member of the board of Northwell Health

Foundation, which is a customer of the Debtors. Out of an abundance of caution, Kirkland has

instituted formal screening measures to screen Mr. Weisser from all aspects of Kirkland’s

representation of the Debtors. I do not believe Mr. Weisser’s connection to Northwell Health

Foundation precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy

Code.

54. The spouse of Kirkland partner Helen E. Witt, P.C. is a managing director of

JPMorgan Chase & Co., JPMorgan Chase Bank, N.A., and J.P. Morgan Clearing Corp.

(together, “JPM”), who hold several of the Debtors’ bank accounts and is a prepetition first-lien

secured lender to the Debtors. Out of an abundance of caution, Kirkland has instituted formal

screening measures to screen Ms. Witt from all aspects of Kirkland’s representation of the Debtors.

I do not believe Ms. Witt’s connection to JPM precludes Kirkland from meeting the

disinterestedness standard under the Bankruptcy Code.

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55. James H.M. Sprayregen, a Kirkland partner, worked as an attorney at Kirkland from

July 1990 until June 2006 and rejoined the firm in December 2008. From June 2006 until

December 2008, prior to rejoining the firm, Mr. Sprayregen was co-head of the restructuring group

of Goldman Sachs Americas, where he advised U.S. and international clients in restructuring and

distressed situations. Certain affiliates of Goldman Sachs are prepetition first-lien lenders. As

described above, Goldman Sachs is a client of the firm and is disclosed on Schedule 1(l) attached

hereto. I do not believe that Mr. Sprayregen’s prior employment at Goldman Sachs precludes

Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

56. Reginald Brown, a Kirkland partner, is a member of the board of directors

Blackstone, Inc. Certain funds affiliated with Blackstone are lenders to the Debtors. Out of an

abundance of caution, Kirkland has instituted formal screening measures to screen Mr. Brown

from all aspects of Kirkland’s representation of the Debtors. I do not believe that this connection

precludes Kirkland from meeting the disinterestedness standard under the Bankruptcy Code.

57. Furthermore, prior to joining Kirkland, certain Kirkland attorneys represented

clients adverse to Kirkland’s current and former restructuring clients. Certain of these attorneys

(the “Screened Kirkland Attorneys”) will not perform work in connection with Kirkland’s

representation of the Debtors and will not have access to confidential information related to the

representation. Kirkland’s formal ethical screen provides sufficient safeguards and procedures to

prevent imputation of conflicts by isolating the Screened Kirkland Attorneys and protecting

confidential information.

58. Under Kirkland’s screening procedures, Kirkland’s conflicts department distributes

a memorandum to all Kirkland attorneys and legal assistants directing them as follows: (a) not to

discuss any aspects of Kirkland’s representation of the Debtors with the Screened Kirkland

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Attorneys; (b) to conduct meetings, phone conferences, and other communications regarding

Kirkland’s representation of the Debtors in a manner that avoids contact with the Screened

Kirkland Attorneys; (c) to take all measures necessary or appropriate to prevent access by the

Screened Kirkland Attorneys to the files or other information related to Kirkland’s representation

of the Debtors; and (d) to avoid contact between the Screened Kirkland Attorneys and all Kirkland

personnel working on the representation of the Debtors unless there is a clear understanding that

there will be no discussion of any aspects of Kirkland’s representation of the Debtors.

Furthermore, Kirkland already has implemented procedures to block the Screened Kirkland

Attorneys from accessing files and documents related to the Debtors that are stored in Kirkland’s

electronic document managing system.

Affirmative Statement of Disinterestedness

59. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge and insofar as I have been able to ascertain, (a) Kirkland is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of

the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates

and (b) Kirkland has no connection to the Debtors, their creditors, or other parties in interest,

except as may be disclosed herein.

[Remainder of Page Intentionally Left Blank]

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Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 50 of 98

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge and belief.

Dated: July 9, 2024 Respectfully submitted,

/s/ Spencer A. Winters
Spencer A. Winters
as President of Spencer A. Winters, P.C.,
as Partner of Kirkland & Ellis LLP and
as Partner of Kirkland & Ellis International LLP
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 51 of 98

Schedule 1

The following lists contain the names of reviewed entities as described more fully in the
Declaration of Spencer A. Winters in Support of the Debtors’ Application for the Entry of an Order
Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of June 9,
2024 (the “Winters Declaration”).1 Where the names of the entities reviewed are incomplete or
ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis
LLP and Kirkland & Ellis International LLP reviewed each entity in its records, as more fully
described in the Winters Declaration, matching the incomplete or ambiguous name.

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Winters
Declaration.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 52 of 98

SCHEDULE 1
List of Schedules

Schedule Category
1(a) Debtors and their Non-Debtor Affiliates
1(b) Current and Recent Former Directors and Officers
1(c) Shareholders
1(d) Bankruptcy Professionals
1(e) Cash Management Banks
1(f) Insurers
1(g) Landlords
1(h) Lender Counsel and Advisors
1(i) Lenders and Agents
1(j) Litigation Parties and Counsel
1(k) Material Contract Counterparties
1(l) Ordinary Course Professionals
1(m) Potential M&A Counterparties [CONFIDENTIAL]
1(n) Taxing Authorities
1(o) Committee Professionals
1(p) Committee Members
1(q) U.S. Trustee Personnel, Bankruptcy Judges, & Court Contacts for the United States
Bankruptcy Court for the District of Delaware (and key staff members)
1(r) Utility Providers
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 53 of 98

SCHEDULE 1(a)
Debtors and their Non-Debtor Affiliates

Acutronic Medical Systems AG Vyaire Medical BR LLC
Advanced Respiratory Care AG Vyaire Medical BV
Apax VIII Fund Vyaire Medical Capital LLC
Ariel EquityCo GP LLC Vyaire Medical Consumables LLC
Ariel EquityCo LP Vyaire Medical Cooperatief UA
Bird Products Corp. Vyaire Medical Denmark
Breathe US Holdco Inc. Vyaire Medical GmbH
Breathe US Holdings LP Vyaire Medical Holdings BV
Carefusion UK 232 Ltd. Vyaire Medical, Inc.
Carefusion UK 235 Ltd. Vyaire Medical International BV
EME Medical Inc. Vyaire Medical International LLC
imtmedical AG Vyaire Medical Korea Ltd.
imtmedical Pte. Ltd. Vyaire Medical LLC
Intermed Equipamento Medico Hospitalar Vyaire Medical Payroll LLC
Ltda. Vyaire Medical Private Ltd.
MIM Medizinische Instrumente und Vyaire Medical Products (Shanghai) Co.,
Monitoring Gmbh Ltd. (Beijing Branch)
RBW Investment Gmbh & Co. Kg Vyaire Medical Products (Shanghai) Co.,
Revolutionary Medical Devices Inc. (China)
SensorMedics Corp. Vyaire Medical Products Ltd.
Serviços De Assistencia Tecnica A Vyaire Medical Products Ltd. (Spolka Z
Equipamento Medico Hospitalar Ltda. Ograniczonaodpowiedzialniscia)
Trout, Mary Vyaire Medical Products ULC
Viasys Holdings Inc. Vyaire Medical Pte. Ltd.
VM Finance Sub LLC Vyaire Medical Pty Ltd.
Vyaire BV Vyaire Medical Sarl
Vyaire Co. Vyaire Medical Sdn. Bhd.
Vyaire DMCC Vyaire Medical Srl
Vyaire Finance BV Vyaire Receivables LLC
Vyaire Finance Sub, LLC (US) Vyaire Respiratory Diagnostics LLC
Vyaire Financial Holdings LLC Vyaire SRL
Vyaire GmbH Vyaire TSR Midco LLC
Vyaire Holding Co. Vyaire TSR Sub, LLC
Vyaire Intermediate HoldCo GP LLC Vyaire Turkey Tibbi Cihazlar Ticaret
Vyaire Intermediate HoldCo LP Anonim Şirketi
Vyaire Limited Liability Company (Russia) Vyaire UK 236 Ltd.
Vyaire Medical 202 Inc.
Vyaire Medical 203 Inc.
Vyaire Medical 205 Inc.
Vyaire Medical 206 Inc.
Vyaire Medical 211 Inc.
Vyaire Medical AB
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 54 of 98

SCHEDULE 1(b)
Current and Recent Former Directors & Officers

Aebischer, Thomas
Alisjahbana, Anna Mardiana
Aronzon, Paul
Bajaj, Vikram
Barse, David
Bibb, John
Brown, Kira
Carpaij, Jasper
Contreras, Kim
Dewa, Siti Junainah Binti
Dyson, Steven
Elwood, John
Ernst, Tom
Ferreira, Marcelo Tadeu Fontinha
Gopal, Ajay
Ha, Phung Minh
Johnson, June
Kothmann, Cally
Labrum, Ronald
Lisenby, Rachel
McDaniel, Terrie
MacKenzie, Roy
Minh Ha, Phung
Noll, Tammy
Silberstein, Martin Fritz
Talwar, Saurabh
Tamas, Stephan
Throp, Nicholas William
Trout, Mary
Tue, Chris
van Kampen, Gijsbert
Wise, Bret
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 55 of 98

SCHEDULE 1(c)
Shareholders

Apax Global Alpha Ltd.
Apax Partners LLP
Apax VIII Fund
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 56 of 98

SCHEDULE 1(d)
Bankruptcy Professionals

AlixPartners LLP
Cole Schotz PC
Omni Agent Solutions Inc.
PJT Partners Inc.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 57 of 98

SCHEDULE 1(e)
Cash Management Banks

Bank Commerciale Italiana Parma
Bank of America
Barclays UK Investments Ltd.
Deutsche Bank AG
Handlesbanken plc
Hypo Vereinsbank
JPMorgan Chase Bank NA
UBS AG
Wilmington Trust Corp.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 58 of 98

SCHEDULE 1(f)
Insurers

American International Group Inc.
AXIS Insurance Co.
Berkshire Hathaway Specialty Insurance Co.
Chubb Ltd.
The Hartford Financial Services Group Inc.
Hartford Fire Insurance Co.
Marsh USA, Inc.
Midvale Indemnity Co. (Bowhead)
Old Republic Professional Liability Inc.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 59 of 98

SCHEDULE 1(g)
Landlords

Aviemore Chineham Park No. 1 Ltd.
Aviemore Chineham Park No. 2 Ltd.
Chineham Park
Dell Realty Co.
Exeter 6201 Global Distribution LLC
The Irvine Co., LLC
Kilmainham Vyaire LLC
TICIC SUB LLC
Yurbal Real Estate BV
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 60 of 98

SCHEDULE 1(h)
Lender Counsel and Advisors

ArentFox Schiff LLP
Ashby & Geddes PA
Gibson Dunn & Crutcher LLP
Haynes & Boone LLP
Houlihan Lokey Inc.
Morris James LLP
Pachulski Stang Ziehl & Jones LLP
Paul Weiss Rifkind Wharton & Garrison LLP
Rothschild & Co.
Seward & Kissel LLP
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 61 of 98

SCHEDULE 1(i)
Lenders and Agents

ACM ASOF VII Cayman Holdco LP Benefit Street Partners Debt Fund IV Master
ACM ASOF VIII Secondary C LP Non US LP
AlbaCore Capital LLP Benefit Street Partners Debt Fund IV Non
AlbaCore Investment Opportunities LP US SPV LP
AlbaCore Liquid Income Designated Benefit Street Partners Debt Fund IV Master
Activity Co. Benefit Street Partners Debt Fund IV SPV
AlbaCore Partners II Investment Holdings D LP
Designated Activity Co. Benefit Street Partners LLC
AlbaCore Partners III Investment Holdings Benefit Street Partners Senior Secured
Fin III Designated Activity Co. Opportunities Fund LP
Alcentra Ltd. Benefit Street Partners Senior Secured
Alcentra NY LLC Opportunities U Master Fund Non US
Apax Global Alpha Limited LP
Apax Partners LLP Benefit Street Partners SMA C LP
Ares Management LLC Benefit Street Partners SMA C SPV LP
ASG Merkel I SARL Benefit Street Partners SMA K SPV LP
Atalaya Capital Management LP BlackRock EMMPD II Investment SARL
Balta Investments Designated Activity Co. Blackrock Financial Management Inc.
Bank of America Corp. BlackRock Global LLC
Bardin Hill Investment Partners Blackrock Investment Management
BDCA SLF Funding LLC Blackstone Inc.
Benefit Street Partners Capital Opportunity BNP Paribas
Fund II SPV 1 LP BSP Senior Secured Debt Fund Non US
Benefit Street Partners Capital Opportunity SPV 1 LP
Fund SPV LLC BSP Senior Secured Debt Fund SPV 1 LP
Benefit Street Partners CLO II Ltd. BSP SMA T 2020 SPV LP
Benefit Street Partners CLO III Ltd. California Street CLO IX LP
Benefit Street Partners CLO IV Ltd. Canada Life Assurance Co., The
Benefit Street Partners CLO IX Ltd. Commonwealth Land Title Insurance Co.
Benefit Street Partners CLO V B Ltd. Cutwater 2014 I Ltd.
Benefit Street Partners CLO VI B Ltd. Cutwater 2015 I Ltd.
Benefit Street Partners CLO VIII Ltd. Diamond CLO 2018 1 Ltd.
Benefit Street Partners CLO X Ltd. Diamond TargetCo 1 LLC
Benefit Street Partners CLO XI Ltd. Diversified Loan Fund Private Debt B
Benefit Street Partners CLO XII Ltd. SARL
Benefit Street Partners CLO XIV Ltd. Ellington CLO I Ltd.
Benefit Street Partners CLO XIX Ltd. Ellington CLO II Ltd.
Benefit Street Partners CLO XV Ltd. Ellington CLO III Ltd.
Benefit Street Partners CLO XVI Ltd. Ellington CLO IV Ltd.
Benefit Street Partners CLO XVII Ltd. Ellington Management Group LLC
Benefit Street Partners CLO XXIII Ltd. EMMPD ASG Sarl
EMMPD Investment Sarl
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 62 of 98

Employees & Agents Pension Plan GWL & Pontus Holdings Ltd.
A Financial Inc. Principal Diversified Real Asset Cit Fka
Empower Capital Management Diversified Real Asset Cit
Empower Funds Inc. Principal Funds Inc Diversified Real Asset
Empower Short Duration Bond Fund Fund
Fidelity National Title Insurance Co. Providence Debt Fund III Non US Spv LP
First Eagle Alternative Credit LLC Providence Debt Fund III Master
Goldman Sachs Trust II Goldman Sachs Providence Debt Fund III Spv LP
Multi Manager Non Core Fixed Income Providence Debt Fund III LP
Fund Providence Equity Partners Inc.
Great-West Capital Management LLC Providence Equity Partners LLC
GSO Capital Partners LP Quadrant Capital Advisors
GSO Diamond Portfolio Fund LP Royal Bank of Canada New York Branch
Halcyon Asset Management LLC Separate Investment Account P3 Diversified
Halcyon Loan Advisors Funding 2015 1 Bond I Account of Massachusetts
Ltd. Mutual Life Insurance Co.
Halcyon Loan Advisors Funding 2015 2 Separate Investment Account P5 Diversified
Ltd. Bond II Account of Massachusetts
Halcyon Loan Advisors Funding 2015 3 Mutual Life Insurance Co.
Ltd. Shackleton 2014 V R Clo Ltd.
ING Capital LLC Shackleton 2019 XIV Clo Ltd.
JPMorgan Chase Bank NA Shackleton 2021 XVI Clo Ltd.
Landmark Wall SMA SPV LP Symphony Asset Management LLC
Menard Inc. Symphony Clo XIX Ltd.
Mezzvet Luxembourg III SARL Symphony Clo XV Ltd.
Mizuho Bank Ltd. New York Symphony Clo XVI Ltd.
Morgan Stanley Bank NA Symphony Clo XVIILtd.
MV Credit Partners LLP Symphony Clo XVIII Ltd.
MV LUX IV SARL Symphony Clo XX Ltd.
MV Private Debt CE Sarl Symphony Floating Rate Senior Loan Fund
MV Private Debt GC Sarl TCI Symphony Clo 2016 1 Ltd.
MV Private Debt OP1 Sarl TCI Symphony Clo 2017 1 Ltd.
Natixis New York Branch TIAA CREF Investment Services
Newport Global Advisors TIAA Global Public Investments LLC
Newport Global Credit Fund Master LP Series Loan Teachers Insurance &
Nuveen Alternative Investment Funds Annuity
SICAV SIF UBS AG Stamford Branch
Nuveen Asset Management LLC
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Fund A Series
of Nuveen Investment Trust III
Nuveen Senior Loan Fund LP
Nuveen US Senior Loan Fund
Pensiondanmark
Pensionsforsikringsaktieselskab by
Symphony Asset Management LLC
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 63 of 98

SCHEDULE 1(j)
Litigation Parties and Counsel

Abed, Jonathon
Baumgartner, Kara
Boshears, Gordon
Bryant, Terry
CMM Supplies & Services S.A.L.
Esbee Dynamed Pvt. Ltd.
Estate of Audrea Hardwicks-Williams
Estate of Rylee Jones
Greer, Erich
Kavanaugh, Mike
Middleton, Kyashia
Pernambuco, State of (Brazil)
Piaui, State of (Brazil)
Ransom, Connita
Restech SRL
Ringted Investment SL
Secretaria da Saúde de Bahia
Secretaria de Saude de Fortaleza
Sleep Management LLC
SpaceInsp
United States, Government of the, Department of Defense, Office of the Inspector General
Vidal, John
Warrington, Amy
Westchester Surplus Lines Insurance Co.
Williams, Juan
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 64 of 98

SCHEDULE 1(k)
Material Contract Counterparties

A Plus International Inc. Connexio Health LLC
ABM Industry Group LLC CVS Caremark
Accent Plastics Inc. Da/Pro Rubber Inc.
Actalent Inc. Data Modul Inc.
Advanced Motion Controls AB David M. Lewis Co. LLC, The
Advanced Printing Co. Deel Inc.
Aerotek Inc. Dell Marketing LP
Agiliti Health Inc. Dell Realty Co.
Alabran, Michael W. Educe Group Inc., The
Alexander Group, The Enlabel Global Services Inc.
Amazon Web Services Inc. Erasmus University Medical Center
Ambrit Engineering Corp. Eurofins Electrical & Electronic UK
American Crating Cd Fidelity Insurance Co.
Analytical Industries Inc. Flexim US Corp.
Area LLC Forte DGTL LLC
Aryaka Networks Inc. GE Healthcare Technologies Inc.
Ascension Health Resource & Supply GE Precision Healthcare LLC
Management Group LLC Genmed Group Ltd.
Ascension Providence Hospital Gispath Inc.
Assured Partners Capital Inc. Global Regulatory Writing & Consulting
AssuredPartners Inc. Gravity Talent Solutions LLC
Aston Carter Inc. Greatbatch Medical SAS
Atlantic Health System Inc. Hack Formenbau Gmbh
Augusta Hitech Soft Solutions LLC HCA Management Services LP
Avnet Inc. HealthEquity Inc.
BCP Systems Inc. HealthTrust Purchasing Group LP
Best Source Electronics Corp. House of Batteries Ltd.
Bruel & Kjaer North America Inc. IMI Co. Ltd.
Cardinal Health 200 LLC Indiana University Health Inc.
Cardinal Health Inc. Integrated Medical Systems Inc.
CareFusion Corp. - Mexicali Inventus Power Inc.
Cass Information Systems Inc. Ipan Intellectual Property Associates
Ceva International Inc. ITD Corp.
Ceva Logistics AG Jabil Circuit (Shanghai) Ltd.
Chicago Office Technology Group Inc. Kaiser Permanente Inc.
Children’s Healthcare Atlanta Kuehne & Nagel Inc.
Cigna Behavioral Health Lyn Medical Inc.
Cigna Group, The MarLee Manufacturing Inc.
Clayton Controls Inc. Marsh USA Inc.
Cleo Communications US LLC Masanet, Sebastian
Cognizant Technology Solutions US Corp. Maxtec LLC
Concept Dynamics Ltd. McKesson Corp.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 65 of 98

McKesson Medical-Surgical Inc. Syntel Inc.
Medline Industries Inc. Teledyne Analytical Instruments Inc.
Mer Mar Inc. Telsonic UK Ltd.
MetLife Inc. Thomas Jefferson University Hospitals
Microsoft Corp. Totex Manufacturing Inc.
Mitsubishi HC Capital Inc. TPI Custom Solutions
Monday.com Ltd. Trillamed LLC
Moog Components Group Inc. Trudell Healthcare Solutions
Newark Corp. University Health Network
Nonin Medical Inc. US Med-Equip Inc.
Northwell Health Alliance Inc. Venture Respiratory Inc.
Northwell Health Inc. Veritiv Operating Co.
Northwell Health Regional Alliance Vertex Inc.
Nypro Healthcare Baja Inc. Vincent Medical Holdings Ltd.
NZ Techno Handels Gesellschaft mbh Vision Service Plan (VSP)
Opg-3 Inc. Vizient Inc.
Orange Coast Pneumatics Inc. Vizient Supply LLC
Owens & Minor Distribution Inc. WageWorks Inc.
Oxford Global Resources LLC Wavicle Data Solutions LLC
Parker-Hannifin Corp. - Porter Division West Group Ltd., The
Partssource Inc. Wolseley Industrial Group
Perma Pure LLC Workday Inc.
Phillips Medical Systems North America Xerox Financial Services LLC
Inc. - Andover, MA Yusen Logistics Americas Inc.
Phillips-Medisize Costa Mesa LLC Zensar Technologies Inc.
Pinnacle Precision Sheet Metal Corp.
Portescap India Pvt. Ltd.
Premier Healthcare Alliance LP
Presidio Holdings Inc.
PRN Health Services LLC
PRN Staffing Solutions
Quality Medical Group Inc.
Real Staffing Group
Respiratory Care Africa Pty. Ltd.
Restructuring Partners & Associates LLC
Salesforce.com Inc.
Servicemax Inc.
Servicios de Ingenieria en Medicina SA de
CV
Siemens Industry Software Inc.
Spark DSG LLC
Spin Recruitment Inc.
Standard Insurance Co., The
Star Exhibits & Environments Inc.
Stran & Co. Inc.
SunMed Group Holdings LLC
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 66 of 98

SCHEDULE 1(l)
Ordinary Course Professionals

Baker & Mckenzie LLP
Covington & Burling LLP
Ernst & Young US LLP
Fox Rothschild LLP
Fragomen Del Rey Bernsen & Loewy LLP
Gordon Rees Scully Mansukhani LLP
Hogan Lovells US LLP
Hyman Phelps & Mcnamara PC
Irwin Fritchie Urquhart & Moore LLC
Linklaters LLP
Littler Mendelson PC
Morgan Lewis & Bockius LLP
Polsinelli PC
Porzio Bromberg & Newman PC
Winston & Strawn LLP
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 67 of 98

SCHEDULE 1(m)
Potential M&A Counterparties

[Confidential]
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 68 of 98

SCHEDULE 1(n)
Taxing Authorities

Acadia, Parish of (LA) Denver, City of (CO), Department of
Alabama, State of, Department of Revenue Finance
Alabama, State of, Sales Tax Auditing & Dothan, City of (AL)
Collection Services Durango, City of (CO)
Alabaster, City of (AL) East Baton Rouge, Parish of (LA)
Alaska, State of, Department of Revenue Englewood, City of (CO)
Arizona, State of, Department of Revenue Evangeline, Parish of (LA), Sales/Use Tax
Arkansas, State of Commission
Arkansas, State of, Department of Finance Everett, City of (WA)
& Administration Florence, City of (AL)
Arvada, City of (CO) Florida, State of, Department of Revenue
Ascension, Parish of (LA), Sales & Use Tax Foley, City of (AL), Revenue Department
Authority Fort Collins, City of (CO)
Aurora, City of (CO), Revenue Division Franklin, County of (AL)
Autauga, County of (AL) Georgia, State of, Department of Revenue
Avoyelles Parish School Board (LA) Golden, City of (CO)
Baldwin, County of (AL) Grand Junction, City of (CO)
Baton Rouge, City of (LA) Greeley, City of (CO)
Birmingham, City of (AL) Greenwood Village, City of (CO)
Boulder, City of (CO) Gunnison, City of (CO)
Bremerton, City of (WA) Hamilton, City of (AL)
Caddo-Shreveport, Parish of (LA), Sales & Hawaii, State of, Department of Taxation
Use Tax Commission Henry, County of (AL)
Calcasieu, Parish of (LA) Huntsville, City of (AL)
California, State of, Department of Tax & Iberia, Parish of (LA), School Board Sales
Fee Administration & Use Tax Department
Chilton, County of (AL) Idaho, State of, Tax Commission
Clanton, City of (AL) Illinois, State of, Department of Revenue
Colbert, County of (AL) Indiana, State of, Department of Revenue
Colorado Springs, City of (CO) Iowa, State of, Department of Revenue
Colorado, State of, Department of Revenue Jackson, City of (AL)
Commerce, City of (CO), Tax Division Jefferson, County of (AL), Department of
Connecticut, State of, Department of Revenue
Revenue Services Kansas, State of, Department of Revenue
Craig, City of (CO) Kentucky, Commonwealth of, Department
Cullman, County of (AL) of Revenue
Dale, County of (AL) Kentucky, Commonwealth of, Revenue
Daphne, City of (AL) Cabinet
DeKalb, County of (AL), Revenue Lafayette Parish School System (LA)
Department Lafourche Parish School Board (LA)
Delaware, State of, Division of Revenue Lakewood, City of (CO)
Lamar, City of (CO)
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 69 of 98

Lauderdale, County of (AL) Oklahoma, State of, Tax Commission
Lincoln, Parish of (LA) Oregon, State of, Department of Revenue
Littleton, City of (CO) Ouachita, Parish of (LA)
Lone Tree, City of (CO) Parker, City of (CO)
Longmont, City of (CO) Pennsylvania, Commonwealth of,
Longview, City of (WA) Department of Revenue
Louisiana, State of, Bureau of Revenue & Pike, County of (AL)
Taxation Plaquemines, Parish of (LA)
Louisiana, State of, Department of Revenue Pueblo, City of (CO)
Madison, County of (AL) Rapides, Parish of (LA)
Maine, State of, Department of Revenue Rhode Island, State of, Division of Taxation
Maine, State of, Revenue Services Scottsboro, City of (AL)
Maryland, State of, Comptroller Seattle, City of (WA)
Maryland, State of, Revenue Administration Sheffield, City of (AL)
Massachusetts, Commonwealth of, Shelby, County of (AL), Business Revenue
Department of Revenue Office
Michigan, State of, Department of Treasury South Carolina, State of, Department of
Minnesota, State of, Department of Revenue Revenue
Mississippi, State of, Department of South Dakota, State of, Department of
Revenue Revenue
Missouri, State of, Department of Revenue St. Charles, Parish of (LA)
Mobile, City of (AL) St. John the Baptist, Parish of (LA)
Mobile, County of (AL) St. Landry, Parish of (LA)
Monroe, City of (LA) St. Mary, Parish of (LA)
Montana, State of, Department of Revenue St. Tammany, Parish of (LA)
Montgomery, City of (AL) Steamboat Springs, City of (CO)
Montgomery, County of (AL), Commission Tennessee, State of, Department of Revenue
Tax & Audit Department Texas, State of, Comptroller of Public
Nebraska, State of, Department of Revenue Accounts
Nevada, State of, Department of Taxation Thornton, City of (CO)
New Hampshire, State of, Department of United States, Government of the, Customs
Revenue Administration and Border Protection, FPF Office
New Jersey, State of, Division of Taxation United States, Government of the,
New Mexico, State of, Taxation & Revenue Department of the Treasury
Department United States, Government of the,
New Orleans, City of (LA) Department of the Treasury, Internal
New York, State of, Department of Taxation Revenue Service
& Finance United States, Government of the, Food &
North Carolina, State of, Department of Drug Administration
Revenue Utah, State of, Tax Commission
North Carolina, State of, Eproc Vermont, State of, Department of Taxes
North Dakota, State of, Office of State Tax Vernon, Parish of (LA)
Commissioner Virginia, Commonwealth of, Tax Office of
Ohio, State of, Bureau of Workers’ Customer Services
Compensation Washington, D.C.
Ohio, State of, Department of Taxation
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 70 of 98

Washington, State of, Department of
Revenue
Washington, Village of (LA)
Webster, Parish of (LA)
West Virginia, State of, Tax Department
West Virginia, State of, Tax Division
Wisconsin, State of, Department of Revenue
Wyoming, State of, Department of Revenue
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 71 of 98

SCHEDULE 1(o)

Committee Professionals
McDermott Will & Emery LLP
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 72 of 98

SCHEDULE 1(p)
Committee Members

Cognizant Worldwide Ltd.
Data Modul, Inc.
David M. Lewis Company
Presidio Inc.
SunMed Group Holdings LLC
Vizient, Inc.
Zensar Technologies, Inc.

2
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 73 of 98

SCHEDULE 1(q)
U.S. Trustee Personnel, Bankruptcy Judges, & Court Contacts for the United States
Bankruptcy Court for the District of Delaware (and key staff members)

Attix, Lauren Sierra-Fox, Rosa
Barksdale, Nickita Silverstein, Lauire Selber
Bates, Malcolm M. Stickles, J. Kate
Batts, Cacia Subda, Paula
Bello, Rachel Vara, Andrew
Brady, Claire Walker, Jill
Bu, Fang Walrath, Mary F.
Capp, Laurie Wynn, Dion
Casey, Linda Yeager, Demitra
Cavello, Robert
Chan, Ashley M.
Cudia, Joseph
Dice, Holly
Dorsey, John T.
Dortch, Shakima L.
Farrell, Catherine
Fox, Timothy J., Jr.
Gadson, Danielle
Giodano, Diane
Girello, Michael
Goldblatt, Craig T.
Green, Christine
Hackman, Benjamin
Haney, Laura
Horan, Thomas M.
Hrycak, Amanda
Johnson, Lora
Jones, Nyanquoi
Leamy, Jane
Lipshie, Jonathan
Lopez, Marquietta
Lugano, Al
McCollum, Hannah M.
McMahon, Joseph
Nyaku, Jonathan
O’Malley, James R.
Owens, Karen B.
Richenderfer, Linda
Schepacarter, Richard
Serrano, Edith A.
Shannon, Brendan L.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 74 of 98

SCHEDULE 1(r)
Utility Providers

AT&T Corp.
AT&T Global Network Services
AT&T Illinois
AT&T Mobility II LLC
Chemtrec
Clean Harbors Inc.
Commonwealth Edison Co.
Culligan Water
Desert Water Agency
Flexim US Corp.
Frontier Communications Corp.
Granite Telecommunications LLC
Louisville Gas & Electric Co.
Nalco Company LLC d/b/a Nalco Water Pretreatment
Palm Desert Disposal Service, Inc.
Palm Springs Disposal Service Inc.
ProMach Inc.
RingCentral Inc.
Safety-Kleen Inc.
Southern California Edison Co.
Southern California Gas Co.
State Water Resources Control Board – Water Boards
T-Mobile USA Inc.
Zayo Group LLC
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 75 of 98

SCHEDULE 2

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
ABM Industry Group LLC ABM Industries Incorporated Current
Advanced Motion Controls AB Danaher Corp. Current
Pall Corporation Closed
Agiliti Health Inc. Agiliti, Inc. Current
First Eagle Alternative Credit LLC Current
Thomas H. Lee Partners Current
AlbaCore Capital LLP Albacore Capital LLP Current
AlbaCore Investment Opportunities Igneo Infrastructure Partners Current
LP
AlbaCore Liquid Income Mitsubishi UFJ Financial Group, Former
Designated Activity Co. Inc.
AlbaCore Partners II Investment MUFG Securities Americas Inc. Closed
Holdings D Designated Activity
Co.
AlbaCore Partners III Investment
Holdings Fin III Designated
Activity Co.
Amazon Web Services Inc. Zoox Labs, Inc. Current
American International Group Inc. AIG DECO Fund I LP Current
AIG DECO Fund II LP Current
Apax Partners LLP Apax Partners LLP Current
Apax Global Alpha Ltd.
Apax VIII Fund
Ares Management LLC American Capital Equity Current
Management II, LLC
Ares Acquisition Corporation Current
Ares Acquisition Corporation II Current
Ares Alternative Credit Former
Management LLC
Ares Capital Corporation Current
Ares Capital Management LLC Current
Ares Commercial Real Estate Current
Corporation
Ares Corporate Opportunities Fund Closed
VI, L.P.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 76 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Ares European Credit Solutions Current
Fund SICAV
Ares Infrastructure Debt Fund Current
Ares Management Asia (Cayman) Current
Limited
Ares Management Asia (Hong Current
Kong) Ltd.
Ares Management Asia (Singapore) Current
Pte. Ltd.
Ares Management Corp. & certain Current
of its affiliates
Ares Management Limited Current
Ares Management LLC Current
Ares Private Markets Fund Current
Ares Secondaries Advisors LLC Current
Ares Special Opportunities Fund LP Closed
Ares SSG Capital Management Ltd. Current
Ares Strategic Income Fund Current
Ares US Real Estate Fund X, L.P. Current
Ares US Real Estate Opportunity Current
Fund II, L.P.
Ares US Real Estate Opportunity Current
Fund III, L.P.
Ares US Real Estate Opportunity Current
Fund IV, L.P.
Ares US Real Estate Opportunity Closed
Parallel Fund III-A, LP
Landmark Equity Advisors, LLC Current
Ascension Health Resource & Ascension Health Alliance Current
Supply Management Group LLC
Ascension Providence Hospital Ascension SE Wisconsin Hospital Current
Inc.
Columbia St. Mary’s Hospital Current
Milwaukee Inc.
Columbia St. Mary’s Hospital Current
Ozaukee Inc.
AssuredPartners Inc. Anna May L. Trala Current
Ashwin Krishnan Current
AssuredPartners, Inc. Current

2
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 77 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Benjamin J. Daverman Current
Christian B. McGrath Current
Collin E. Roche Current
Constantine S. Mihas Current
GTCR (W-1) Investors LP Current
GTCR (W-2) Investors LP Current
GTCR Fund XIV Current
GTCR Investment Holdings Current
(Blocked) LP
GTCR Investment Holdings Current
(Unblocked) LP
GTCR LLC Current
GTCR Management Holdings LP Current
GTCR-Ultra Intermediate Holdings, Current
Inc.
James E. Bonetti Current
Kalen J. McConnell Current
Mark M. Anderson Current
Michael S. Hollander Current
Sean L. Cunningham Current
AT&T Corp. AT&T Billing Southeast, LLC Current
AT&T Global Network Services AT&T Billing Southwest, LLC Current
AT&T Illinois AT&T Communications of Indiana, Current
Inc.
AT&T Mobility II LLC AT&T Communications of Indiana, Current
LLC
AT&T Communications of New Current
York Inc.
AT&T Communications of Texas, Current
LLC
AT&T Communications of Virginia, Current
LLC
AT&T Comunicaciones Digitales, Current
S. de R.L. de C.V.
AT&T Corp. Current
AT&T Datacomm Holdings, LLC Current
AT&T DataComm, L.P. Current
AT&T Global Communications Current
Services Inc.

3
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 78 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
AT&T Inc. Current
AT&T Investment Fund IV, LLC Current
AT&T Investment Fund V, LLC Current
AT&T Investment Fund VI, LLC Current
AT&T Investment Operations I, Current
LLC
AT&T Investment Operations II, Current
LLC
AT&T Management Services, LLC Current
AT&T Mobility II LLC Current
AT&T Mobility LLC Current
AT&T MVPD Group Holdings, Current
LLC
AT&T Network Supply, LLC Current
AT&T of Puerto Rico, Inc. Current
AT&T of the Virgin Islands, Inc. Current
AT&T Services, Inc. Current
AT&T Southeast Supply, LLC Current
AT&T Southwest Supply, LLC Current
AT&T Supply I, LLC Current
AT&T Technical Services Current
Company, Inc.
AT&T Teleholdings, Inc. Current
AT&T West Supply, LLC Current
Be Sunshine, LLC Current
DIRECTV, LLC Former
Atalaya Capital Management LP Atalaya Luxco PIKCo Closed
Bank of America Banc of America Securities LLC Closed
Bank of America Corp. Bank of America Corp. Current
Bank of America Securities Ltd. Closed
Benjamin Klein Current
BofA Securities Inc. Current
Merrill Lynch (Asia Pacific) Closed
Limited
Barclays UK Investments Ltd. Barclays Bank plc Current
Barclays Capital Inc. Current
Barclays Securities Inc. Current
Berkshire Hathaway Specialty Berkshire Hathaway Inc. Current
Insurance Co.

4
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 79 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
BHE Renewables LLC Current
BNSF Railway Closed
Brilliant National Services, Inc. Current
FlightSafety International Inc. Closed
HomeServices of America, Inc. Current
PPW Holdings LLC Current
BlackRock Financial Management BlackRock Investment Management Closed
Inc. (UK) Limited
BlackRock Global LLC BlackRock, Inc. Current
BlackRock Investment Management Mark B. Florian Current
Pam Chan Current
California Street CLO IX LP Arcmont Asset Management Ltd. Current
Menard Inc. Nuveen Alternatives Advisors, LLC Current
Nuveen Alternative Investment
Funds SICAV SIF
Nuveen Asset Management LLC
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Fund
A Series of Nuveen Investment
Trust Iii
Nuveen Senior Loan Fund LP
Nuveen US Senior Loan Fund
Pensiondanmark
Pensionsforsikringsaktieselskab
By Symphony Asset
Management LLC
Symphony Asset Management LLC
Symphony Clo Xix Ltd.
Symphony Clo Xv Ltd.
Symphony Clo Xvi Ltd.
Symphony Clo Xvii Ltd.
Symphony Clo Xviii Ltd.
Symphony Clo XX Ltd.
Symphony Floating Rate Senior
Loan Fund
TCI Symphony Clo 2016 1 Ltd.
TCI Symphony Clo 2017 1 Ltd.
TIAA Global Public Investments
LLC Series Loan Teachers
Insurance & Annuity

5
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 80 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Chicago Office Technology Group Xerox Corp. Former
Inc.
Xerox Financial Services LLC
Chubb Ltd. Chubb Bermuda Insurance Ltd. Current
Westchester Surplus Lines
Insurance Co.
Cigna Behavioral Health CHSS JV, LLC Current
Cigna Group, The Cigna Corporation Closed
Cleo Communications US LLC Cleo Communications Holding, Current
LLC
Cognizant Technology Solutions US Cognizant Business Services Closed
Corp. Corporation
Cognizant Worldwide Ltd. Cognizant Technology Solutions Current
Corp.
Cognizant TriZetto Software Group, Current
Inc.
Commonwealth Edison Co. Exelon Corporation Closed
Mountain Creek Power LLC Current
William A. Von Hoene, Jr. Closed
Wolf Hollow I Power LLC Current
Wolf Hollow II Power LLC Former
Commonwealth Land Title Fidelity National Financial Inc. Closed
Insurance Co.
Fidelity National Title Insurance Co.
Culligan Water BDT Capital Partners LLC Current
MSD Partners, L.P. Current
CVS Caremark Oak Street Health, LLC Closed
Dell Marketing LP Dell Inc. Current
Dell Technologies Inc. Current
EMC Corp. Closed
Deutsche Bank AG DB U.S. Financial Markets Closed
Deutsche Bank & Trust Co. Closed
Deutsche Bank AG Current
Deutsche Bank AG, New York Closed
Branch
Deutsche Bank Americas Holding Closed
Corp.
Deutsche Bank Securities Inc. Former

6
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 81 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Northwestern Mutual Life Insurance Current
Co., The
Diamond CLO 2018 1 Ltd. BCP VII SBS Holdings LLC Current
Diamond TargetCo 1 LLC BEP II SBS Holdings LLC Current
GSO Capital Partners LP Blackstone Advisors India Pvt. Ltd. Current
GSO Diamond Portfolio Fund LP Blackstone Alliance LLC Former
Medline Industries Inc. Blackstone Alternative Credit Current
Advisors LP
Blackstone Asia Current
Blackstone Capital Partners VII LP Current
Blackstone Capital Partners VII NQ Current
LP
Blackstone Energy Family Current
Investment Partnership II ESC
NQ LP
Blackstone Energy Family Current
Investment Partnership II SMD
LP
Blackstone Energy Partners II F NQ Current
LP
Blackstone Energy Partners II LP Current
Blackstone Energy Partners II NQ Current
LP
Blackstone Europe LLP Current
Blackstone Family Investment Current
Partnership VII ESC NQ LP
Blackstone Family Real Estate Closed
Partnership (Offshore) VIISMD
L.P.
Blackstone Family Real Estate Closed
Partnership Europe IV-SMD
L.P.
Blackstone Group International Closed
Partners LLP, The
Blackstone Growth LP Former
Blackstone Inc. Current
Blackstone Infrastructure Partners Current
Blackstone Infrastructure Partners Current
LP
Blackstone Life Sciences Advisors Former
LLC

7
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 82 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Blackstone Management Partners Current
LLC
Blackstone Mortgage Trust Inc. Current
Blackstone Property Partners Current
Europe Holdings SARL
Blackstone Property Partners LP Current
Blackstone Real Estate Advisors Closed
Blackstone Real Estate Advisors LP Closed
Blackstone Real Estate Holdings Closed
(Offshore) VII-NQ L.P.
Blackstone Real Estate Holdings Closed
(Offshore) Vll-NQ - ESC L.P.
Blackstone Real Estate Holdings Closed
Europe IV-NQ ESC L.P.
Blackstone Real Estate Income Former
Trust Inc.
Blackstone Real Estate Investment Former
Trust
Blackstone Real Estate Partners Current
Blackstone Real Estate Partners Closed
(Offshore) Vll.F-NQ L.P.
Blackstone Real Estate Partners Closed
(Offshore) Vll.TE.1-8-NQ L.P.
Blackstone Real Estate Partners Closed
(Offshore) Vll-NQ L.P.
Blackstone Real Estate Partners Closed
Europe IV-NQ L.P.
Blackstone Real Estate Partners Current
Europe VII
Blackstone Singapore Pte. Ltd. Former
Blackstone Strategic Capital Current
Holdings LP
Blackstone Strategic Opportunity Current
Fund
Blackstone Strategic Partners Closed
Blackstone Tactical Opportunities Current
Advisors LLC
Blackstone Tactical Opportunities Former
Fund LP
BPP Parker Towers Property Owner Current
LLC
BRE Atlas Property Owner LLC Current

8
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 83 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
BRE Newton Hotels Property Current
Owner LLC
BRE Polygon Property Owner LLC Current
BRE SH Brisbane Owner LLC Current
BRE SSP Property Owner LLC Current
BRE SSP Thousand Oaks LLC Current
BX CQP Target Holdco LLC Current
David I. Foley Current
Independent Directors of First Eagle Current
Global Opportunities Fund
Khan, Bilal Current
Kush Patel Current
Medline Industries, Inc. Closed
Prakash A. Melwani Former
Strategic Partners Fund Solutions Current
Vikram Suresh Former
Fidelity Insurance Co. UnitedHealth Group Employee Current
Benefits Plan Investment
Committee and Members
UnitedHealth Group Inc, Board of Current
Directors
UnitedHealth Group, Inc. Current
USHealth Group, Inc. Current
Frontier Communications Corp. Frontier Communications Current
Corporation
GE Precision Healthcare LLC GE Healthcare (China) Co. Ltd. Current
GE Healthcare (Shanghai) Co. Ltd. Current
GE Healthcare AS Current
GE Healthcare do Brasil Comercio e Current
Servicos para Equipamentos
Medico-Hospitalares Ltda.
GE Healthcare GmbH Current
GE Healthcare Inc. Current
GE Healthcare Information Current
Technologies GmbH & Co. KG
GE Healthcare Ireland Ltd. Current
GE Healthcare Ltd. Current

9
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 84 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
GE HealthCare Medical Technology Current
LLC
GE Healthcare Technologies Inc. Current
GE HFS LLC Current
GE Medical Holding AB Current
GE Medical Systems (China) Co. Current
Ltd.
GE Medical Systems Information Current
Technologies GmbH
GE Medical Systems Information Current
Technologies Inc.
GE Medical Systems LLC Current
GE Medical Systems Ltd. Current
GE Medical Systems Societe en Current
Commandite Simple
GE Medical Systems Trade and Current
Development (Shanghai) Co.
Ltd.
GE Medical Systems, Ultrasound & Current
Primary Care Diagnostics LLC
Wipro GE Healthcare Pvt. Ltd. Current
Georgia, State of, Department of State of Georgia Current
Revenue
Goldman Sachs Trust II Goldman Goldman Sachs Current
Sachs Multi Manager Non Core
Fixed Income Fund
Goldman Sachs & Co. LLC Former
Goldman Sachs (Asia) LLC Current
Goldman Sachs Asset Management Current
International
Goldman Sachs Bank Europe SE Closed
Goldman Sachs Group Inc. Current
Goldman Sachs Group, Merchant Closed
Banking Division
Goldman Sachs International Bank Former
Goldman Sachs International Ltd. Current
Goldman Sachs Trust Company, Current
N.A.
Greatbatch Medical SAS Viant Medical, LLC Current

10
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 85 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Hartford Financial Services Group Hartford Funds, Independent Current
Inc., The Trustees
Houlihan Lokey Inc. Houlihan Lokey EMEA, LLP Current
Houlihan Lokey Inc. Current
Hypo Vereinsbank UniCredit Bank AG, London Current
Branch
Illinois, State of, Department of Illinois Executive Ethics Current
Revenue Commission
Illinois Torture Inquiry and Relief Current
Commission
Office of the Governor, State of Closed
Illinois
ING Capital LLC ING Bank N.V. Current
ING Capital LLC Current
Inventus Power Inc. Inventus Power, Inc. Current
KRG Capital Fund IV (FF), L.P. Current
KRG Capital Fund IV (PA), L.P. Current
KRG Capital Fund IV, L.P. Current
KRG Capital Fund IV-A, L.P. Current
KRG Capital Partners, LLC Current
JPMorgan Chase Bank NA Andrew Cohen Closed
Highbridge Capital Management, Current
LLC
J.P. Morgan AG Closed
J.P. Morgan Asset Management Current
Private Equity Group
J.P. Morgan Investment Current
Management Inc.
J.P. Morgan Securities Asia Pacific Current
Limited
J.P. Morgan Securities LLC Current
J.P. Morgan Securities plc Closed
JP Morgan Asset Management Current
JP Morgan Securities (Asia Pacific) Closed
Ltd.
JP Morgan Securities (Far East) Ltd. Closed
JPMorgan Asset Management Current
(Europe) SARL

11
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 86 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
JPMorgan Asset Management (UK) Current
Ltd.
JPMorgan Chase & Co. Closed
JPMorgan Chase Bank NA Former
JPMorgan Funds Limited Current
JPMorgan Infrastructure Current
Investments Fund
JPMorgan Investment Management Current
Inc. - Global Special Situations
JPMorgan Investment Management Current
Inc. - Infrastructure Investment
Group
JPMorgan Securities LLC Closed
Kerwin Clayton Former
KPMG LLP KPMG (HK) Current
KPMG Auditores, S.L. Closed
KPMG International Ltd. Closed
KPMG International Services Ltd. Closed
KPMG Law Firm Former
KPMG LLP Former
KPMG LLP (Canada) Current
KPMG LLP (Singapore) Current
Louisville Gas & Electric Co. LG&E and KU Energy LLC Closed
Marsh USA Inc. Oliver Wyman Inc. Current
McKinsey & Co. Inc. Christopher Finocchi Current
McKinsey Recovery & Closed
Transformation Services U.S.,
LLC
Somesh Khanna Former
Sunil Sanghvi Current
Medline Industries Inc. Euro Petunia Private Ltd. Current
Exeter Europe Investment Current
Partnership II S.C.Sp
Exeter Europe Investment Current
Partnership S.C.Sp
GIC (Realty) Private Ltd. Current
GIC Infra Holdings Pte Ltd. Current
GIC Private Markets Private Current
Limited

12
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 87 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
GIC Private Markets Pte. Ltd. Current
GIC Real Estate Inc. Current
GIC Ventures Pte. Ltd Current
GSA Club GBP LP Current
LoanCore Capital, LLC Current
Medline Industries, Inc. Closed
Medline Industries Inc. AlpInvest Partners B.V. Current
Carlyle Asia Investment Advisors Current
Limited
Carlyle Asia Partners IV LP Current
Carlyle Aviation Partners Ltd. Current
Carlyle Global Credit Investment Current
Management LLC
Carlyle Group Inc., The Current
Carlyle Group Management LLC Current
Carlyle Infrastructure Fund LP Current
Carlyle Infrastructure Partners LP Current
CIM Global LLC Current
James Larocque Current
Matthew O’Connor Current
Medline Industries, Inc. Closed
Medline Industries Inc. Hellman & Friedman LLC Current
Medline Industries, Inc. Closed
Stephen H. Ensley Former
Minnesota, State of, Department of Minnesota Department of Human Former
Revenue Rights
Minnesota, State of, Office of the Former
Attorney General
Mizuho Bank Ltd. New York Mizuho Americas LLC Current
Mizuho Bank, Ltd. Current
Morgan Stanley Bank NA Eaton Vance Funds, Independent Current
Trustees
Meeker, Mary Closed
Morgan Stanley Current
Morgan Stanley Asia Limited Current
Morgan Stanley Infrastructure Inc. Current
Morgan Stanley Infrastructure Current
Partners

13
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 88 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Morgan Stanley Investment Closed
Management Limited
Morgan Stanley Real Estate Closed
Investing
Morgan, Stanley & Co. Current
Prime Property Fund Closed
MV Credit Partners LLP MV Credit Partners LLP Current
MV Private Debt CE Sarl
MV Private Debt GC Sarl
MV Private Debt OP1 Sarl
Natixis New York Branch
Nalco Company LLC d/b/a Nalco Nalco Company LLC Current
Water Pretreatment
New York, State of, Department of New York State Courts Access to Current
Taxation & Finance Justice Program
Northwell Health Inc. Northwell Health Inc. Current
Northwell Health Plans Holding Co. Current
Inc.
Northwell Healthcare Inc. Current
Oklahoma, State of, Tax Oklahoma Tax Commission Closed
Commission
Old Republic Professional Liability Old Republic International Corp. Current
Inc.
Old Republic National Title Holding Current
Co.
Owens & Minor Distribution Inc. Owens & Minor, Inc. Current
Oxford Global Resources LLC H.I.G. Acquisition Corp. Closed
H.I.G. Bayside Debt & LBO Fund II Closed
LP
H.I.G. Capital LLC Current
H.I.G. Capital Management, Inc. Current
H.I.G. Europe Middle Market LBO Closed
Fund LP
H.I.G. European Capital Partners Current
LLP
H.I.G. Middle Market LBO Fund III Closed
LP
H.I.G. Middle Market LLC Current
H.I.G. Realty Partners Current

14
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 89 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
H.I.G. Technology Partners A.L.P. Closed
Parker-Hannifin Corp. - Porter Parker-Hannifin Corp. Closed
Division
Partssource Inc. BCPE Osprey Holdings, LP Current
PartsSource Inc. Current
Pennsylvania, Commonwealth of, Office of the General Counsel of Former
Department of Revenue Pennsylvania
Office of the Governor of Former
Pennsylvania
Pennsylvania, Commonwealth of, Former
Office of the Secretary of State
Phillips-Medisize Costa Mesa LLC Koch Cos. Public Sector LLC Current
Koch Equity Development LLC Current
Koch Industries Inc. Current
Koch Minerals & Trading LLC Closed
Koch Real Estate Investments Current
Presidio Holdings Inc. BC Partners Current
Presidio Inc. BC Partners Clay Co-Investment LP Current
BC Partners LLP Current
Presidio Capital Funding LLC Current
Presidio Holdings Inc. Current
Presidio Inc. Current
Presidio IS LLC Current
Presidio LLC Current
Presidio Networked Solutions Current
Group LLC
Presidio Networked Solutions LLC Current
Presidio Technology Capital, LLC Current
ProMach Inc. Leonard Green & Partners LP Current
Providence Equity Partners Inc. Providence Equity Partners L.L.C. Current
Providence Equity Partners VIII LP Former
PWC Holding No 21 LLC David Jonas Current
PricewaterhouseCoopers LLP Current
PricewaterhouseCoopers LLP Closed
Ontario
Ropes & Gray LLP Kevin L. Malone Former
Rothschild & Co. Five Arrows Managers SAS Current

15
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 90 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
Royal Bank of Canada New York BlueBay Asset Management Current
Branch Services Ltd.
RBC Capital Markets Corporation Closed
RBC Wealth Management Current
Siemens Industry Software Inc. Marc Buncher Closed
Siemens AG Closed
Siemens Corp. Current
Siemens Corporation USA Current
Siemens Energy Inc. Current
Siemens Gamesa Renewable Energy Current
SA
Siemens Gamesa Renewable Current
Energy, Inc.
Siemens Healthcare Diagnostics Closed
Ltd.
Siemens Healthcare GmbH Closed
Siemens Healthcare Ltd. Closed
Siemens Healthineers AG Closed
Siemens Industry Inc. Current
Siemens Industry Software Inc. Current
Siemens Medical Solutions USA Closed
Inc.
TFG Asset Management Equitix Ltd. Closed
TFG Asset Management LP Current
UBS AG Stamford Branch Seema Khanna Former
UBS AG, Board of Directors Current
UBS AG, London Branch Closed
UBS Asset Management (Americas) Closed
Inc.
UBS Asset Management Funds Current
Limited
UBS Corp. Current
UBS Group AG Current
UBS Hedge Fund Solutions LLC Current
UBS International Infrastructure Former
Fund II (A) LP
UBS International Infrastructure Former
Fund II (B) LP

16
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 91 of 98

Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
UBS International Infrastructure Former
Fund II (C) LP
UBS Investment Bank Current
UBS O’Connor LLC Current
UBS Securities LLC Closed
UBS Warburg Closed
United States, Government of the, Konstantina Diamantopoulos Former
Customs and Border Protection,
FPF Office
United States, Government of the,
Department of Defense, Office
of the Inspector General
United States, Government of the,
Department of the Treasury
United States, Government of the,
Department of the Treasury,
Internal Revenue Service
United States, Government of the,
Food & Drug Administration
US Med-Equip Inc. Freeman Spogli & Co. Inc. Current
Freeman Spogli Management Co. Closed
LP
FS Affiliates VIII LP Current
FS Equity Partners VIII LP Current
Utah, State of, Tax Commission Utah Solicitor General Closed
Vision Service Plan (VSP) Vision Service Plan Current
Wilmington Trust Corp. Wilmington Trust-London Limited Current
Wolseley Industrial Group Ferguson plc Current
Zayo Group LLC EQT AB Current
EQT Exeter Closed
EQT IX Investments SARL Current
EQT Partners Hong Kong Ltd. Current
EQT Partners Inc. Closed
EQT Partners UK Advisors LLP Current
Zayo Group LLC Digital Unison Holdings, LP Closed
InfraBridge Investors (UK) Limited Closed
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]

17
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Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]
[Confidential] [Confidential] [Confidential]

18
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19
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 94 of 98

EXHIBIT C

Bibb Declaration
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 95 of 98

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)

DECLARATION OF JOHN BIBB IN SUPPORT OF THE DEBTORS’
APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING
THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS
FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF JUNE 9, 2024

I, John Bibb, Group Chief Executive Officer, of Vyaire Medical, Inc. being duly sworn,

state the following under penalty of perjury:

1. I am the Group Chief Executive Officer of Vyaire Medical, Inc., located at 26125

North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.

2. I submit this declaration (this “Declaration”) in support of the Debtors’ Application

for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and

Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession

Effective as of June 9, 2024 (the “Application”).2 Except as otherwise noted, I have personal

knowledge of the matters set forth herein.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 96 of 98

The Debtors’ Selection of Counsel

3. The Debtors recognize that a comprehensive review process is necessary when

selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to

the same client-driven market forces, scrutiny, and accountability as professionals in

non-bankruptcy engagements.

4. To Debtors have a longstanding relationship with Kirkland, having first engaged

Kirkland in 2022 to review and advise on potential liability management matters. Throughout

2023 and early 2024, Kirkland also reviewed and advised on certain debt finance matters.

Accordingly, the Debtors determined that Kirkland possessed the expertise in relevant legal issues

that the Debtors required in potential bankruptcy counsel.

5. Ultimately, the Debtors retained Kirkland because of its extensive experience in

corporate reorganizations, both out-of-court and under chapter 11 of the Bankruptcy Code. More

specifically, Kirkland is familiar with the Debtors’ business operations and many of the potential

legal issues that may arise in the context of these chapter 11 cases. I believe that Kirkland is both

well qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient

and timely manner.

Rate Structure

6. In my capacity as Group Chief Executive Officer, I am responsible for supervising

outside counsel retained by the Debtors in the ordinary course of business. Kirkland has informed

the Debtors that its rates for bankruptcy representations are comparable to the rates Kirkland

charges for non-bankruptcy representations. As discussed below, I am also responsible for

reviewing the statements regularly submitted by Kirkland, and can confirm that the rates Kirkland

2
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 97 of 98

charged the Debtors in the prepetition period are the same as the rates Kirkland will charge the

Debtors in the postpetition period.

Cost Supervision

7. The Debtors have approved the prospective budget and staffing plan for the period

from June 9, 2024 to September 7, 2024, recognizing that, in the course of a large chapter 11 case

like these chapter 11 cases, it is possible that there may be a number of unforeseen fees and

expenses that will need to be addressed by the Debtors and Kirkland. The Debtors further

recognize that it is their responsibility to monitor closely the billing practices of their counsel to

ensure the fees and expenses paid by the estate remain consistent with the Debtors’ expectations

and the exigencies of the chapter 11 cases. The Debtors will continue to review the statements

that Kirkland regularly submits, and, together with Kirkland, amend the budget and staffing plans

periodically, as the case develops.

8. As they did prepetition, the Debtors will continue to bring discipline, predictability,

client involvement, and accountability to the counsel fees and expenses reimbursement process.

While every chapter 11 case is unique, these budgets will provide guidance on the periods of time

involved the level of the attorneys and professionals that will work on various matters, and

projections of average hourly rates for the attorneys and professionals for various matters.

3
Case 24-11217-BLS Doc 236-2 Filed 07/09/24 Page 98 of 98

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge and belief.

Dated: July 9, 2024 Respectfully submitted,

/s/ John Bibb
John Bibb
Group Chief Executive Officer of Vyaire
Medical, Inc.

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Proposed Order

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