HTML Document View

Full title: Application for Compensation -- First Monthly Application of Province, LLC, Financial Advisor to the Official Committee of Unsecured Creditors, for the period February 8, 2021 to February 28, 2021 Filed by Official Committee of Unsecured Creditors. Objections due by 5/4/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Notice # 4 Certificate of Service) (Keilson, Brya) (Entered: 04/19/2021)

Document posted on Apr 18, 2021 in the bankruptcy, 16 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte.EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6450); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796).The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte.EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6450); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796).Incorporated within this task code is time incurred by Province personnel while performing various administrative tasks that do not clearly fit into other categories including planning and discussing general case updates with Committee professionals.

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 EHT US1, INC., et al.,1 Case No. 21-10036 (CSS) Debtors. (Jointly Administered) Hearing Date: Only if an objection is filed. Obj. Deadline: May 4, 2021 at 4:00 p.m. (ET) FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROVINCE, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM FEBRUARY 8, 2021 THROUGH FEBRUARY 28, 2021 Name of Applicant: Province, LLC Authorized to Provide Professional Financial Advisor to the Official Committee of Services to: Unsecured Creditors Effective as of February 8, 2021 by order entered Date of Retention: on March 23, 2021 Period for which Compensation and February 8, 2021 through February 28, 20212 Reimbursement is Sought: Amount of Compensation Sought as $529,718.00 Actual, Reasonable and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable and $11.47 Necessary: This is a: X monthly ___ interim final application. 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte. Ltd. (7669); Eagle Hospitality Trust S2 Pte. Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6450); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications). 2 The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

1

Monthly Billing Summary This is the first monthly application filed in these cases. PROVINCE PROFESSIONALS
Table 1 on page 2. Back to List of Tables
Name of
Professional
Individual
Position of the Applicant, Number
of Years in that Position, Prior
Relevant Experience, Year of
Obtaining License to Practice, Area
of Expertise
Hourly
Billing
Rate
Total
Hours
Billed
Total
Compensation
Peter Kravitz Principal - Corporate restructuring.
Bar admission 1995.
$975 3.8 $3,705.00
Paul Huygens Principal – Corporate restructuring.
CPA license in 1999, CFE license in
2015.
$960 60.6 $58,176.00
Edward Kim Managing Director - Corporate
restructuring. Investment banking and
restructuring employment since 1998.
$740 42.0 $31,080.00
Eric Bashaw Tax Director - Corporate tax and
accounting.
$630 5.0 $3,150.00
Phil Ralston Senior Director - Financial and risk
management.
$610 4.5 $2,745.00
Paul Navid Senior Director - Investment banking. $600 41.1 $24,660.00
Michael Robinson Director - Investment banking since
2012.
$570 220.4 $125,628.00
Joseph Berman Senior Associate - Corporate
restructuring and financing.
$475 60.6 $28,785.00
Nathan Smith Senior Associate - Finance and data
analytics.
$450 202.0 $90,900.00
Derrek Drozdyk Associate - Investment banking. $410 67.2 $27,552.00
Taylor Christo Associate - Corporate finance. $410 91.6 $37,556.00
Tanner James Associate - Finance and data
analytics.
$385 247.1 $95,133.50
Subtotal 1,045.90 $529,070.50
Para professionals Hourly
Billing
Rate
Total
Hours
Billed
Total
Compensation
Beth Robinson $185 1.3 $240.50
Crystal Obedoza $185 1.6 $296.00
Eric Mattson $185 0.6 $111.00
Subtotal 3.5 $647.50

2

Table 1 on page 3. Back to List of Tables
Fee
Statement
Hours
Total
Compensation
Grand Total 1,049.4 $529,718.00
COMPENSATION BY CATEGORY
Table 2 on page 3. Back to List of Tables
Project Categories Total Hours Total Fees
Business Analysis / Operations 688.3 $341,615.50
Case Administration 15.6 $7,825.00
Claims Analysis and Objections 2.6 $1,460.00
Committee Activities 230.3 $110,916.50
Court Filings 17.4 $9,973.50
Court Hearings 3.8 $2,375.50
Fee/Employment Applications 6.5 $2,525.00
Financing Activities 12.0 $6,579.50
Litigation 1.7 $1,632.00
Sale Process 59.0 $37,026.50
Tax Issues 12.2 $7,789.00
Grand Total 1,049.4 $529,718.00
EXPENSE SUMMARY Expense Category Description Total Expenses Telephone/Internet Conference call. $11.47 Total Expenses $11.47

3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 EHT US1, INC., et al.,1 Case No. 21-10036 (CSS) Debtors. (Jointly Administered) Hearing Date: Only if an objection is filed. Obj. Deadline: April 29, 2021 at 4:00 p.m. (ET) FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROVINCE, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM FEBRUARY 8, 2021 THROUGH FEBRUARY 28, 2021 Pursuant to sections 330 and 331 of Title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and this Court’s Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 171], entered on February 9, 2021 (the “Administrative Order”), Province, LLC (“Province” or the “Firm”), financial advisor for the Official Committee of Unsecured Creditors (the “Committee”), hereby submits its First Monthly Application for Compensation and for Reimbursement of Expenses for the Period from February 8, 2021 through February 28, 2021 (the 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte. Ltd. (7669); Eagle Hospitality Trust S2 Pte. Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6450); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications).

4

“Application”). By this Application, Province seeks a monthly interim allowance of compensation in the amount of $529,718.00 and actual and necessary expenses in the amount of $11.47 for a total allowance of $529,729.47 and payment of $423,774.40 (80% of the allowed fees) and reimbursement of $11.47 (100% of the allowed expenses) for a total payment of $423,785.87 for the period February 8, 2021 through February 28, 2021 (the “First Monthly Fee Period”). Pursuant to Local Bankruptcy Rule 2016-2, this Application is supported by the Certification of Paul Huygens, which is annexed hereto as Exhibit A. In support of this Application, Province respectfully represents as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. § 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2) and may be determined by the Bankruptcy Court. 2. The statutory predicates for the relief requested herein are sections 328, 330 and 331 of the Bankruptcy Code, Rule 2016 of the Bankruptcy Rules, and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”). BACKGROUND 3. On January 18, 2021 (the “Petition Date”), the Debtors each filed their voluntary petitions with this Court under chapter 11 of the Bankruptcy Code. The Debtors

5

are operating their businesses and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108(a) of the Bankruptcy Code. 4. On February 4, 2021, the Office of the U.S. Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The Committee consists of the following five (5) members: (i) Holiday Inn Club Vacations Inc., (ii) Hotelier Management Services, LLC; (iii) Marriott International, Inc.; and (iv) Crestline Hotels & Resorts, LLC; and (v) Holiday Hospitality Franchising, LLC [D.I. 243]. 5. On February 8, 2021, the Committee selected Province as its proposed financial advisor. 6. On February 9, 2021, the Court entered the Administrative Order, authorizing the Committee’s professionals (“Professionals”) to submit monthly applications for interim compensation and reimbursement of expenses, pursuant to the procedures specified therein. The Administrative Order provides, among other things, that a Professional may file monthly fee applications. If no objections are made within fifteen (15) days after service of the monthly fee application, the Debtors are authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. At three-month intervals or such other intervals convenient to the Court, each Professional shall file and serve an interim application for allowance of the amounts sought in its monthly fee applications for that period. All fees and expenses paid are on an interim basis until final allowance by the Court. 7. The retention of Province, as financial advisor to the Committee, was approved effective as of February 8, 2021, by this Court's Order Authorizing and Approving the Employment of Province, LLC as Financial Advisor to the Official

6

Committee of Unsecured Creditors Effective as of February 8, 2021 [D.I. 488], entered on March 23, 2021 (the “Retention Order”). The Retention Order authorized Province to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. PROVINCE’S APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 8. All services for which Province requests compensation were performed for or on behalf of the Committee. 9. Province has received no payment and no promises for payment from any source other than the estate for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Province and any other person other than the employees of Province for the sharing of compensation to be received for services rendered in these cases. Province has received no retainer in this matter. Fee Statements 10. Province seeks allowance of compensation and payment for professional services rendered to the Committee during the First Monthly Fee Period in the aggregate amount of $529,718.00 and for reimbursement of expenses incurred in connection with the rendition of such services in the aggregate amount of $11.47. 11. Attached as Exhibit B is a list of professionals providing services; their respective billing rates; the aggregate hours expended by each professional; a general description of services rendered, summarized by project category; a fee summary; detailed

7

time records with a description of the services performed by each professional and the time expended; and a summary and detail of out-of-pocket expenses incurred. Summary of Services 12. The employees of Province who have rendered professional services during the First Monthly Fee Period in these cases are as follows: Peter Kravitz, Paul Huygens, Edward Kim, Eric Bashaw, Phil Ralston, Paul Navid, Michael Robinson, Joseph Berman, Nathan Smith, Derrek Drozdyk, Taylor Christo, and Tanner James. 13. During the First Monthly Fee Period, the Committee relied heavily on the experience and expertise of the above-named persons in dealing with matters described in detail below. As a result, Province’s highly skilled restructuring and bankruptcy professionals devoted significant time and effort to perform properly and expeditiously the required professional services. 14. A summary of some of the more significant services rendered by Province during the First Monthly Fee Period follows. This summary is divided according to the project categories used by Province in its billing in these cases. A detailed time log of all tasks performed by Province during the First Monthly Fee Period is set forth on Exhibit B hereto. A. Business Analysis / Operations Fees: $341,615.50 Total Hours: 688.3 15. Incorporated within this category is time spent by Province personnel in connection with the evaluation and analysis of certain aspects of the Debtors’ business and industry of operation. The work performed in this task code was necessary for the

8

Committee to be informed on the Debtors’ historical and future operating performance and strategy. 16. Specific services provided by Province during the First Monthly Fee Period include, but are not limited to: i. Analyzing and evaluating financial information, including weekly cash flow forecasts, weekly cash flow variance reports, and long-term financial projections; ii. Monitoring weekly sales and cash flows versus the aforementioned forecasts; iii. Corresponding with the Debtors’ management team regarding financial performance, updates on operations, and business plan initiatives; iv. Preparing various analyses related to the Debtors’ operations, historical balance sheets, income statements, and cash flow statements; v. Reviewing financial information and other documents provided by the Debtors and their advisors; vi. Assisting in the preparation of financial information for distribution to the Committee and legal counsel, including projections and budgets, analysis of the effect of various assumptions on projected financial results, and other ad hoc analyses as requested or deemed necessary; and vii. Corresponding and discussing budget and other business and financial results with counsel, committee professionals and within internal team. B. Case Administration Fees: $7,825.00 Total Hours: 15.6 17. Incorporated within this task code is time incurred by Province personnel while performing various administrative tasks that do not clearly fit into other categories including planning and discussing general case updates with Committee professionals. C. Claims Analysis and Objections Fees: $1,460.00 Total Hours: 2.6

9

18. Incorporated within this task code is time incurred by Province personnel while performing various functions directly related to the preliminary analysis and estimate of potential claims, including administrative and general unsecured. D. Committee Activities Fees: $110,916.50 Total Hours: 230.3 19. Incorporated within this category is time incurred by Province personnel while performing various functions directly related to preparing for, meeting with, and corresponding with the Committee of these chapter 11 cases. Province provided updates summarizing various analyses to the Committee and provided recommendations with regards to the Committee's position and next steps. 20. Specific services provided by Province during the First Monthly Fee Period include, but are not limited to: i. Preparing for and participating in calls with the Committee and its counsel on issues related to the bankruptcy proceeding; ii. Preparing summaries of various analyses into presentation materials to be shared with the Committee and its counsel; iii. Conferring with members of the Committee and its counsel directly related to questions and concerns of the Committee regarding actions and projections of the Debtors; and iv. Conferring with other Province professionals regarding various analyses and issues directly related to questions and concerns of the Committee. E. Court Filings Fees: $9,973.50 Total Hours: 17.4 21. Incorporated within this category is time incurred by Province personnel while performing various functions directly related to reviewing, evaluating, and

10

commenting on the Debtors’ motions and orders filed on the docket, including analysis of various motions and proposed orders. F. Court Hearing Fees: $2,375.50 Total Hours: 3.8 22. Incorporated within this category is time incurred by Province personnel while telephonically participating in the various court hearings in this case. G. Fee / Employment Applications Fees: $2,525.00 Total Hours: 6.5 23. Incorporated within this task code is time incurred by Province personnel while performing various functions directly related to the employment applications of Province for these chapter 11 cases. H. Financing Activities Fees: $6,579.50 Total Hours: 12.0 24. Incorporated within this category is time incurred by Province personnel while performing various functions directly related to the Debtors’ DIP financing. I. Litigation Fees: $1,632.00 Total Hours: 1.7 25. Incorporated within this category is time incurred by Province personnel while analyzing replies to the 2004 motion. J. Sale Process Fees: $37,026.50 Total Hours: 59.0

11

26. Incorporated within this category is time incurred by Province personnel while performing various functions directly related to the potential sale of the Debtors’ assets. K. Tax Issues Fees: $7,789.00 Total Hours: 12.2 27. Incorporated within this category includes time spent by Province personnel while analyzing potential tax restructuring issues and assessing potential tax savings of the Debtors. ACTUAL AND NECESSARY EXPENSES 28. It is Province’s policy to charge its clients for identifiable, non-overhead travel expenses incurred in connection with the client’s case that would not have been incurred except in connection with the representation of that particular client. It is also Province’s policy to charge its clients only the amount actually incurred by Province in connection with such items. Such charges would include industry or company specific research as required or as requested by counsel. Examples of travel expenses are described below. Province does not charge for telephone calls (except the cost of specifically identified conference call charges), faxes, and other administrative expenses. The policies employed by Province for seeking reimbursement for out-of-pocket travel expenses are as follows: i. Airfare/Train – Costs incurred by Province professionals when traveling by air or train to/from other cities on behalf of the Committee are incorporated into this Application; ii. Ground Transportation – Expenses incurred by Province professionals for local transportation while outside of their home cities (on matters related to these chapter 11 cases) are incorporated into this Application. Such costs consist primarily of taxi-cab fares incurred by Province personnel while traveling. Also incorporated within this

12

category are expenses incurred by Province professionals in connection with traveling to/from airports and parking at airports while traveling out-of-town on client matters; iii. Lodging – Costs incurred by Province professionals for lodging while traveling on behalf of the Committee (on matters related to these chapter 11 cases) are incorporated into this Application; iv. Meals – Costs incurred by Province professionals for meals while traveling outside of their home cities or for working meetings (on matters related to these chapter 11 cases) are incorporated into this Application; and v. Miscellaneous – Costs incurred by Province professionals for various charges including in-flight Wi-Fi, supplies, and financial research. SUMMARY OF FEES AND EXPENSES 29. The Application covers Province’s fees and expenses incurred during the First Monthly Fee Period. The fees incurred total $529,718.00 and the expenses incurred total $11.47. These fees and expenses are consistent with Province’s arrangement with the Committee and the terms of the Retention Order. Province respectfully submits that if necessary, a consideration of these factors would result in this Court’s allowance of the full compensation requested. 30. Time and expertise required. Province’s professional services on behalf of the Committee have required 1,049.4 hours of professional time in this First Monthly Fee Period. Province has staffed this case efficiently. Where work could be performed by professionals with lower rates, Province used such professionals to perform the assignments. A significant amount of the services rendered required a high degree of professional competence and expertise. For those services, Province used senior professionals in the interest of staffing the case efficiently. 31. Time limitation imposed by these cases. The Committee was required to understand a large volume of information in a very short time related to the financing, reorganization and potential sale of the Debtors.

13

32. The difficulty of questions. Unique and complex issues arose during the First Monthly Fee Period. Province has advised the Committee and its counsel in regard to these issues. 33. The skill required to perform the financial advisory services properly. These bankruptcy cases address issues which raise complex questions. The cases require a high level of skill and expertise to efficiently and accurately analyze the economic effects of proposed sale of the Debtors and to accurately forecast the performance of the Debtors during these chapter 11 proceedings, among other things. 34. The amount involved and results obtained. Province has been prudent in the amount of time incurred on various tasks and believes its efforts benefited the Committee and these cases. 35. The preclusion of other employment by the Applicant due to acceptance of the cases. Province is not aware of any other employment specifically precluded by acceptance of these cases; however, Province professionals providing services to the Committee were not available to service other clients at their customary rates. 36. The fee. Pursuant to the terms of the Retention Order, Province will bill at their standard hourly rates. 37. Whether the fee is fixed or contingent. Province’s fees are fixed, not dependent on the outcome of these cases; however pursuant to Bankruptcy Code sections 330 and 331, all fees sought by professional retained under sections 327 or 1103 of the Bankruptcy Code are contingent pending final approval by the Court. 38. The experience, reputation, and ability of Province. Province’s professionals engaged in this case have also worked in several large bankruptcy cases.

14

Province currently or has provided financial advisory services to the unsecured creditors’ committees in the Chapter 11 cases of White Stallion Energy, Neopharma, Furniture Factory Outlet, Purdue Pharma, Achaogen, Aegerion Pharmaceuticals, Insys Therapeutics, Charlotte Russe, Things Remembered, Pernix Therapeutics, Promise Healthcare, Patriot National, Payless Shoes, Gymboree, Taco Bueno, Papa Gino’s, Brookstone Holdings Corp., Nine West Holdings, Inc., Fresh & Easy, Claire’s Stores, Inc., Heritage Home Group, LLC, Aerosoles, Performance Sports Group, The Rockport Company, LLC, and Toy “R” Us Property Company I, LLC, and Province personnel have served or are currently serving as trustee in numerous high profile bankruptcies such as Samson Resources, Core Media, Fleetwood, La Paloma Generating, RadioShack, Rentech, American Apparel and Exide Technologies. RESERVATION 39. To the extent time or disbursement charges for services rendered or disbursements incurred relate to this First Monthly Fee Period but were not processed prior to the preparation of this Application, or Province has for any other reason not sought compensation or reimbursement of expenses herein for any services rendered or expenses incurred during the First Monthly Fee Period, Province reserves the right to request additional compensation for such services and reimbursement of expenses in a future application. CONCLUSION 40. It is respectfully submitted that the amount requested by Province is fair and reasonable given (a) the complexity of the issues presented, (b) the time and labor required, (c) the skill necessary to perform the financial advisory services, (d) the preclusion of other

15

employment, and (e) the customary fees charged to clients in bankruptcy and non-bankruptcy situations. WHEREFORE, Province respectfully requests (i) approval of compensation in the amount of $529,718.00 and reimbursement of actual and necessary expenses in the amount of $11.47 for a total allowance of $529,729.47; (ii) payment of $423,785.87 (80% of the allowed fees and 100% of the allowed expenses); and (iii) such other and further relief as this Court may deem just and proper. Dated: April 19, 2021 PROVINCE, LLC By: /s/ Paul Huygens Paul Huygens, Principal 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Telephone: 702.685.5555 Facsimile: 702.685.5556 Email: phuygens@provincefirm.com Financial Advisor to the Official Committee of Unsecured Creditors

16