Case VFP Doc 25 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Main Document Page 1 of 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY

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1 Case VFP Doc 25 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Main Document Page 1 of 2 TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale, Esq. (jdipasquale@trenklawfirm.com) Thomas M. Walsh, Esq. (twalsh@trenklawfirm.com) Robert S. Roglieri, Esq. (rroglieri@trenklawfirm.com) Proposed Attorneys for Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: BROWNIE TAXI LLC, et al., 1 Chapter 11 Case No (VFP) Debtors. (Jointly Administered) Hearing Date: October 3, 2017 at 10:00 a.m. NOTICE OF DEBTORS MOTION FOR ENTRY OF AN ADMINISTRATIVE FEE ORDER ESTABLISHING CERTAIN PROCEDURES FOR ALLOWANCE OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS RETAINED BY ORDER OF THIS COURT PLEASE TAKE NOTICE that on October 3, 2017 at 10:00 a.m. (ET), or as soon thereafter as counsel may be heard, the above-captioned debtors and debtors-in-possession (collectively, the Debtors ), by and through their undersigned proposed counsel, shall move before the Honorable Vincent F. Papalia, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of New Jersey, 50 Walnut Street, Courtroom 3B, Newark, New Jersey 07102, 1 The Debtors in these chapter 11 cases and the last four digits of each Debtors taxpayer identification number are as follows: Brownie Taxi LLC (0603); A&J Cab Corp. (3113); Almanac Hacking Corp. (6977); Avignon Taxi, LLC (9810); Avit Trans Inc. (2144); Butterscotch Taxi LLC (0497); Portofino Taxi Inc. (5635); Pupsik Hacking Corp. (2791); Smores Taxi LLC (0846); Shurik Taxi Corp. (5987); and Soly Cab Corp. (3655).

2 Case VFP Doc 25 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Main Document Page 2 of 2 for entry of an order, substantially in the form submitted herewith, establishing procedures for the allowance of interim compensation and reimbursement of expenses of professionals (the Motion ). PLEASE TAKE FURTHER NOTICE that the Debtors shall rely upon the Motion submitted herewith in support of the relief requested. No brief is necessary as no novel issues of fact or law are presented by the Motion. A proposed form of order is also submitted herewith. Oral argument is requested in the event an objection is timely filed. PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested in the Motion must be filed with the Clerk of the Court together with proof of service thereto, and served so as to be actually received no later than September 26, 2017 at 4:00 p.m. (ET) by proposed counsel to the Debtors, Trenk, DiPasquale, Della Fera & Sodono, P.C., 347 Mt. Pleasant Avenue, Suite 300, West Orange, New Jersey 07052, Attn: Joseph J. DiPasquale, Esq. and Thomas M. Walsh, Esq. PLEASE TAKE FURTHER NOTICE that objections, if any, must: (i) be in writing; (ii) comply with the Bankruptcy Rules, the Local Rules, and other case management rules or orders of this Court; and (iii) state with particularity the legal and factual basis for the objection. PLEASE TAKE FURTHER NOTICE that unless an objection is timely filed and served in accordance with this notice, it may not be considered by the Bankruptcy Court. In the event no objections are filed, the relief requested may be granted without a hearing. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. Proposed Attorneys for Debtors and Debtors-in-Possession Dated: September 7, 2017 By: /s/ Thomas M. Walsh Thomas M. Walsh , v. 1 2

3 Motion Page 1 of 11 TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale, Esq. (jdipasquale@trenklawfirm.com) Thomas M. Walsh, Esq. (twalsh@trenklawfirm.com) Robert S. Roglieri, Esq. (rroglieri@trenklawfirm.com) Proposed Attorneys for Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: BROWNIE TAXI LLC, et al., 1 Chapter 11 Case No (VFP) Debtors. (Jointly Administered) Hearing Date: October 3, 2017 at 10:00 a.m. DEBTORS MOTION FOR ENTRY OF AN ADMINISTRATIVE FEE ORDER ESTABLISHING CERTAIN PROCEDURES FOR ALLOWANCE OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS RETAINED BY ORDER OF THIS COURT The above captioned debtors and debtors-in-possession (collectively, the Debtors ), by and through their undersigned proposed counsel, submit this motion (the Motion ) for entry of an order, substantially in the form submitted herewith, establishing procedures for the allowance of interim compensation and reimbursement of expense of professionals retained by order this Court. In support of this Motion, the Debtors submit the Declaration of Evgeny Freidman in 1 The Debtors in these chapter 11 cases and the last four digits of each Debtors taxpayer identification number are as follows: Brownie Taxi LLC (0603); A&J Cab Corp. (3113); Almanac Hacking Corp. (6977); Avignon Taxi, LLC (9810); Avit Trans Inc. (2144); Butterscotch Taxi LLC (0497); Portofino Taxi Inc. (5635); Pupsik Hacking Corp. (2791); Smores Taxi LLC (0846); Shurik Taxi Corp. (5987); and Soly Cab Corp. (3655).

4 Motion Page 2 of 11 Support of First Day Matters (the First Day Declaration ), filed on August 30, 2017 [Docket No. 8], and respectfully represent as follows: JURISDICTION 1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Reference to the Bankruptcy Court Under Title 11 of the United States District Court for the District of New Jersey, entered on July 23, 1984, and amended on September 18, 2012 (Simandel, C.J.). 2. Venue of this Motion in this District is proper pursuant to 28 U.S.C and This matter is a core proceeding as defined in 28 U.S.C. 157(b)(2). 3. The statutory predicates for the relief sought herein are sections 105(a) and 331 of title 11 of the United States Code (the Bankruptcy Code ) and Rule of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of New Jersey (the Local Rules ). BACKGROUND 4. On August 29, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code, commencing the above-captioned chapter 11 cases (collectively, the Chapter 11 Cases ) in the United States Bankruptcy Court for the District of New Jersey. 5. The Debtors continue to operate their businesses and manage their affairs as debtors-in-possession pursuant to Bankruptcy Code sections 1107(a) and As of the filing of this Motion, no trustee, examiner or creditors committee has been appointed in the Chapter 11 Cases. 2

5 Motion Page 3 of A detailed description of the Debtors business and the facts surrounding the commencement of the Chapter 11 Cases is set forth in the First Day Declaration, which is incorporated herein by reference. RETENTION OF PROFESSIONALS 7. The Debtors have filed an application for authority to retain and employ Trenk, DiPasquale, Della Fera & Sodono, P.C. as their bankruptcy counsel and may file an application for authority to retain and employ Fox Rothschild LLP as special litigation counsel. The Debtors may seek to retain other professionals to assist the Debtors in their reorganization efforts as necessary. RELIEF REQUESTED AND BASIS THEREFOR 8. By this Motion, the Debtors seek entry of an administrative fee order pursuant to sections 105(a) and 331 of the Bankruptcy Code and Local Rule , authorizing an orderly, regular process for allowance and payment of compensation and reimbursement of expenses for attorneys and other professionals (each, a Professional, and collectively, the Professionals ) retained by the Debtors and the Committee, if any, whose services are authorized by this Court and who are required to file applications for the allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code and Local Rule Section 331 of the Bankruptcy Code authorizes professionals to submit applications for interim compensation and reimbursement of expenses every 120 days or more often, if the court permits. 11 U.S.C In addition, section 105(a) of the Bankruptcy Code authorizes the court to issue any order that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a). 3

6 Motion Page 4 of The Debtors request that procedures for compensating and reimbursing the Professionals retained under section 327 of the Bankruptcy Code and, to the extent applicable, sections 328(a) and 1103 of the Bankruptcy Code, be established comparable to those approved in other chapter 11 cases in this District and in accordance with the guidelines set forth in Local Rule The requested procedures would require the presentation of a monthly fee statement to the parties described below for interim approval and allowance of compensation for professional services rendered and reimbursement of expenses incurred by each such Professional during the immediately preceding month. The Debtors submit that the proposed procedures for compensating and reimbursing the Professionals will enable the Court and all parties-in-interest to monitor professional fees and costs incurred more effectively and on a more current basis. 12. The Debtors propose that the payment of interim compensation and reimbursement of the Professionals expenses be structured consistent with the General Order, which provides as follows: A. Submission of Monthly Statements 13. On or before the twenty-fifth (25 th ) day of each month following the month for which compensation is sought, each Professional seeking compensation pursuant to the Administrative Fee Order shall file with this Court and serve a monthly fee and expense statement (the Monthly Fee Statement ), by ECF or by any means directed by this Court upon the following persons (the Notice Parties ): a. the officer designated by the Debtors to be responsible for such matters; b. the Debtors; c. any official committees that may be formed; 4

7 Motion Page 5 of 11 d. the Office of the U.S. Trustee for Region Three, Newark, New Jersey; e. any secured creditor; f. any post-petition lender; g. any party requesting notice of all proceedings; and h. any other party designated by the court. B. Content of Monthly Statement 14. Each Monthly Fee Statement shall comply with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local Rules for the United States Bankruptcy Court for the District of New Jersey with the exception that provisions of D.N.J. LBR (a)(1)(H) (narrative explanation) are not required. All timekeepers must contemporaneously maintain time entries in increments of tenths (1/10th) of an hour. C. Review Period 15. Each person receiving a Monthly Fee Statement shall have fourteen (14) days after service of the Monthly Fee Statement to review it (the Objection Deadline ). D. Payment 16. Upon the expiration of the Objection Deadline, each Professional may file and serve upon each of the parties set forth in Section A herein a certificate of no objection or a certificate of partial objection, whichever is applicable, after which the Debtors are authorized to pay each Professional an amount (the Actual Interim Payment ) equal to the lesser of (i) eighty percent (80%) of the fees and 100 percent (100%) of the expenses requested in the Monthly Fee Statement or (ii) eighty percent (80%) of the fees and 100 percent (100%) of the expenses not subject to any objection. 5

8 Motion Page 6 of 11 E. Objections 17. If any party objects to a Monthly Fee Statement, it must file a written objection (the Notice of Objection to Monthly Fee Statement ) and serve it upon the Professional and each of the Notice Parties including, but not limited to, the Debtors, so that the Notice of Objection to Monthly Fee Statement is received on or before the Objection Deadline. 18. The Notice of Objection to Monthly Fee Statement must set forth the nature of the objection and the amount of fees and/or expenses at issue. 19. If the Debtors receive an objection to a particular Monthly Fee Statement, the Debtors shall withhold payment of that portion of the Monthly Fee Statement to which the objection is directed and promptly pay the remainder of the fees and disbursements in percentages set forth in Section D herein. 20. If the parties to an objection are able to resolve their respective dispute(s) following the service of a Notice of Objection to Monthly Fee Statement, and if the party whose Monthly Fee Statement was the subject of an objection serves upon all the Notice Parties a statement indicating that the objection is withdrawn and describing in detail the terms of the resolution, then the Debtors shall promptly pay in accordance with Section D herein that portion of the Monthly Fee Statement which is no longer subject to an objection. 21. If the parties are unable to reach a resolution of the objection within fourteen (14) days after service of the objection, then the affected Professional may either (a) file a response to the objection with this Court together with a request for payment of the difference, if any, between the Actual Interim Payment and the non-objected to portion of the Actual Interim Payment made to the affected Professional (the Incremental Amount ); or (b) forego payment of the Incremental 6

9 Motion Page 7 of 11 Amount until the next interim or final fee application or any other date and time so directed by this Court at which time it will consider and dispose of the objection, if so requested. 22. The service of an objection to a Monthly Fee Statement shall not prejudice the objecting party s right to object to any fee application made to this Court in accordance with the Bankruptcy Code on any ground, notwithstanding whether it was raised in the objection. 23. Additionally, the decision by any party not to object to a Monthly Fee Statement shall not be a waiver of any kind or prejudice that party s right to object to any fee application subsequently made to this Court in accordance with the Bankruptcy Code and applicable rules. F. Fee Applications 24. Parties can file at three (3) month intervals or such other intervals as directed by this Court ( Interim Period ) an interim fee application. Each Professional seeking approval of its interim fee application shall file with this Court and serve upon the Notice Parties an interim application for allowance of compensation and reimbursement of expenses, pursuant to section 331 of the Bankruptcy Code, of the amounts sought in the Monthly Fee Statements issued during such period (the Interim Fee Application ). 25. The Interim Fee Application must include a summary of the Monthly Fee Statements that are the subject of the request and any other information requested by the Court and shall comply with the mandates of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedures, the Local Rules for the United States Bankruptcy Court for the District of New Jersey and the applicable Third Circuit law. 26. An Interim Fee Application must be filed and served within forty-five (45) days of the conclusion of the Interim Period. 7

10 Motion Page 8 of Any Professional who fails to file an Interim Fee Application when due will be ineligible to receive further interim payments of fees or expenses under the Administrative Fee Order until such time as the Interim Fee Application is submitted. 28. Notice of the Interim Fee Application shall be served on (a) the Notice Parties and (b) all parties that filed a notice of appearance with the Clerk of this Court pursuant to Bankruptcy Rule 2002 and requested such notice. The Notice Parties shall be entitled to receive both the Monthly Fee Statements and Interim Fee Applications as indicated above and the notice of hearing thereon (the Hearing Notice ) and all other parties entitled to notice shall be entitled to receive only the Hearing Notice. Notice given in accordance with this paragraph is deemed sufficient and adequate and in full compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules of this Court. 29. The pendency of a fee application or a Court order that payment of compensation or reimbursement of expenses was improper as to a particular Monthly Fee Statement shall not disqualify a Professional from the further payment of compensation or reimbursement of expenses as set forth above, unless otherwise ordered by the Court. Additionally, the pendency of an objection to payment of compensation or reimbursement of expenses will not disqualify a Professional from future payment of compensation or reimbursement of expenses, unless the Court orders otherwise. 30. Neither the payment of, nor the failure to pay, in whole or in part, monthly compensation and reimbursement as provided herein shall have any effect on this Court s interim or final allowance of compensation and reimbursement of expenses of any Professionals. 31. Each Professional may seek, in its first request for compensation and reimbursement of expenses pursuant to these guidelines, compensation for work performed and 8

11 Motion Page 9 of 11 reimbursement for expenses incurred during the period of time between the commencement of the case through and including a specific date. G. Administrative Issues 32. Any party may object to requests for payments made pursuant to the Administrative Fee Order on the grounds that the Debtors have not timely filed monthly operating reports, remained current with its administrative expenses and/or 28 U.S.C quarterly fees, or a manifest exigency exists, by seeking a further order of this Court. 33. Otherwise, the Administrative Fee Order shall continue and shall remain in effect during the pendency of these cases. 34. The Debtors shall include all payments to Professionals in their monthly operating reports, detailed so as to state the amount paid to the Professionals. 35. All time periods set forth in the Administrative Fee Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 36. All fees and expenses paid to Professionals are subject to disgorgement until final allowance by the Court. H. Service of the Administrative Fee Order 37. The Debtors must serve a copy of the Administrative Fee Order upon all parties served with the underlying motion seeking an Administrative Fee Order; all affected Professionals; all Notice Parties; and any other party the Court shall designate. 38. The procedures suggested in this Motion will enable all parties to closely monitor the costs of administration, and allow the Debtors to maintain a level cash flow, and implement efficient cash management procedures. 9

12 Motion Page 10 of The Debtors further request that each member of any statutory committee be permitted to submit statements of expenses and supporting vouchers to counsel for the committee, who will collect and submit such request for reimbursement in accordance with the foregoing procedure for monthly and interim compensation and reimbursement of Professionals. NOTICE 40. No trustee, examiner, or committee of unsecured creditors been appointed in the Debtors chapter 11 cases. Notice of this Motion has been given to (i) the Office of the United States Trustee for the District of New Jersey; (ii) the Debtors twenty largest unsecured creditors; (iii) all secured creditors and (iv) those parties who filed a notice of appearance and request for service of pleadings in these chapter 11 cases pursuant to Bankruptcy Rule 2002, if any. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required. NO PRIOR REQUEST 41. No previous motion for the relief sought herein has been made to this or to any other court. WAIVER OF BRIEF 42. As no novel issue of law is raised, and the relevant authorities relied upon by the Debtors are set forth herein, the Debtors respectfully request that the requirement of D.N.J. LBR of filing a brief be waived. 10

13 Motion Page 11 of 11 CONCLUSION WHEREFORE, the Debtors respectfully request the entry of an order granting the relief requested herein, and granting the Debtors such other and further relief as is just and proper. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. Proposed Attorneys for Debtors and Debtors-in-Possession Dated: September 7, 2017 By: /s/ Thomas M. Walsh Thomas M. Walsh , v. 1 11

14 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 1 of 8 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale, Esq. (jdipasquale@trenklawfirm.com) Thomas M. Walsh, Esq. (twalsh@trenklawfirm.com) Robert S. Roglieri, Esq. (rroglieri@trenklawfirm.com) Proposed Attorneys for Debtors and Debtors-in-Possession In re: BROWNIE TAXI LLC, et al., 1 Chapter 11 Case No (VFP) Debtors. (Jointly Administered) Hearing Date: October 3, 2017 at 10:00 a.m. ORDERED. ORDER ESTABLISHING PROCEDURES FOR ALLOWANCE OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS RETAINED BY ORDER OF THIS COURT The relief set forth on the following pages, numbered two (2) through eight (8), is hereby 1 The Debtors in these chapter 11 cases and the last four digits of each Debtors taxpayer identification number are as follows: Brownie Taxi LLC (0603); A&J Cab Corp. (3113); Almanac Hacking Corp. (6977); Avignon Taxi, LLC (9810); Avit Trans Inc. (2144); Butterscotch Taxi LLC (0497); Portofino Taxi Inc. (5635); Pupsik Hacking Corp. (2791); Smores Taxi LLC (0846); Shurik Taxi Corp. (5987); and Soly Cab Corp. (3655).

15 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 2 of 8 (Page 2) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court THIS MATTER, having been presented to the Court by the above-captioned debtors (collectively, the Debtors ), upon a motion (the Motion ) for an Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of this Court; and the Court having reviewed the Motion; and the Court finding that (a) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A); and (c) notice of the Motion was good and sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and the Court having determined that the relief sought in the Motion is in the best interests of the Debtors and their estates; and after due deliberation and sufficient cause appearing therefore; IT IS HEREBY ORDERED that: All Professionals retained in this matter pursuant to section 327 of the Bankruptcy Code, and to the extent applicable sections 328(a) and 1103 of the Bankruptcy Code, may seek interim compensation in accordance with the following procedures: A. Submission of Monthly Statements 1. On or before the twenty-fifth (25 th ) day of each month following the month for which compensation is sought, each Professional seeking compensation pursuant to the Administrative Fee Order 2 shall file with the Court and serve a monthly fee and expense 2 Capitalized terms used but not defined herein shall have the same meaning ascribed to such terms in the Motion submitted herewith.

16 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 3 of 8 (Page 3) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court statement (the Monthly Fee Statement ), by ECF or by any means directed by the Court upon the following persons (the Notice Parties ): a. the officer designated by the Debtors to be responsible for such matters; b. counsel to the Debtors; c. counsel to any statutory committees that may be formed; d. the Office of the U.S. Trustee for Region Three, Newark, New Jersey; e. counsel to all post-petition lenders, if any, or their agents; f. all parties filing an entry of appearance and request for notices pursuant to Fed. R. Bankr. P. 2002; and g. any other party the Court may so designate. B. Content of Monthly Statement 2. Each Monthly Fee Statement shall comply with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules for the United States Bankruptcy Court for the District of New Jersey with the exception that provisions of D.N.J. LBR (a)(H) (narrative explanation) are not required. All timekeepers must contemporaneously maintain time entries in increments of tenths (1/10th) of an hour. C. Review Period 3. Each person receiving a Monthly Fee Statement shall have fourteen (14) days after service of the Monthly Fee Statement to review it (the Objection Deadline ).

17 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 4 of 8 (Page 4) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court D. Payment 4. Upon the expiration of the Objection Deadline, each Professional may file and serve upon each of the parties set forth in Section A herein including, but not limited to, the Debtors, a certificate of no objection or a certificate of partial objection, whichever is applicable, after which the Debtors are authorized to pay each Professional an amount (the Actual Interim Payment ) equal to the lesser of (i) eighty percent (80%) of the fees and one-hundred percent (100%) of the expenses requested in the Monthly Fee Statement or (ii) eighty percent (80%) of the fees and one-hundred percent (100%) of the expenses not subject to any objection. E. Objections 5. If any party objects to a Monthly Fee Statement, it must file a written objection (the Notice of Objection to Monthly Fee Statement ) and serve it upon the Professional and each of the Notice Parties including, but not limited to, the Debtors, so that the Notice of Objection to Monthly Fee Statement is received on or before the Objection Deadline. 6. The Notice of Objection to Monthly Fee Statement must set forth the nature of the objection and the amount of fees and/or expenses at issue. 7. If the Debtors receive an objection to a particular Monthly Fee Statement, the Debtors shall withhold payment of that portion of the Monthly Fee Statement to which the objection is directed and promptly pay the remainder of the fees and disbursements in percentages set forth in Section D herein. 8. If the parties to an objection are able to resolve their respective dispute(s) following the service of a Notice of Objection to Monthly Fee Statement and if the party whose

18 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 5 of 8 (Page 5) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court Monthly Fee Statement was objected to serves upon all the Notice Parties a statement indicating that the objection is withdrawn and describing in detail the terms of the resolution, then the Debtors shall promptly pay in accordance with Section D herein that portion of the Monthly Fee Statement which is no longer subject to an objection. 9. If the parties are unable to reach a resolution of the objection within fourteen (14) days after service of the objection, then the affected Professional may either (a) file a response to the objection with the Court together with a request for payment of the difference, if any, between the Actual Interim Payment and the non-objected to portion of the Actual Interim Payment made to the affected Professional (the Incremental Amount ); or (b) forego payment of the Incremental Amount until the next interim or final fee application or any other date and time so directed by the Court at which time it will consider and dispose of the objection, if so requested. 10. The service of an objection to a Monthly Fee Statement shall not prejudice the objecting party s right to object to any fee application made to the Court in accordance with the Bankruptcy Code on any ground whether it was raised in the objection or not. 11. Furthermore, the decision by any party not to object to a Monthly Fee Statement shall not be a waiver of any kind or prejudice that party s right to object to any fee application subsequently made to the Court in accordance with the Bankruptcy Code and applicable rules. F. Fee Applications 12. Parties can file at three (3) month intervals or such other intervals as directed by the Court ( Interim Period ) an interim fee application. Each Professional seeking approval of

19 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 6 of 8 (Page 6) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court its interim fee application shall file with the Court and serve upon the Notice Parties an interim application for allowance of compensation and reimbursement of expenses, pursuant to section 331 of the Bankruptcy Code, of the amounts sought in the Monthly Fee Statements issued during such period (the Interim Fee Application ). 13. The Interim Fee Application must include a summary of the Monthly Fee Statements that are the subject of the request and any other information requested by the Court and shall comply with the mandates of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedures, the Local Rules for the United States Bankruptcy Court for the District of New Jersey, and the applicable Third Circuit law. 14. An Interim Fee Application must be filed and served within forty-five (45) days of the conclusion of the Interim Period. 15. Any Professional who fails to file an Interim Fee Application when due will be ineligible to receive further interim payments of fees or expenses under the Administrative Fee Order until such time as the Interim Fee Application is submitted. 16. Notice of the Interim Fee Application shall be served on (a) the Notice Parties and (b) all parties that filed a notice of appearance with the Clerk of this Court pursuant to Bankruptcy Rule 2002 and requested such notice. The Notice Parties shall be entitled to receive both the Monthly Fee Statements and Interim Fee Applications as indicated above and the notice of hearing thereon (the Hearing Notice ) and all other parties entitled to notice shall be entitled to receive only the Hearing Notice. Notice given in accordance with this paragraph is deemed

20 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 7 of 8 (Page 7) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court sufficient and adequate and in full compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules of this Court. 17. The pendency of a fee application or a Court order that payment of compensation or reimbursement of expenses was improper as to a particular Monthly Fee Statement shall not disqualify a Professional from the further payment of compensation or reimbursement of expenses as set forth above, unless otherwise ordered by the Court. Additionally, the pendency of an objection to payment of compensation or reimbursement of expenses will not disqualify a Professional from future payment of compensation or reimbursement of expenses, unless the Court orders otherwise. 18. Neither the payment of nor the failure to pay, in whole or in part, monthly compensation and reimbursement as provided herein shall have any effect on this Court s interim or final allowance of compensation and reimbursement of expenses of any Professionals. 19. Each Professional may seek, in its first request for compensation and reimbursement of expenses pursuant to these guidelines, compensation for work performed and reimbursement for expenses incurred during the period of time between the commencement of the case through and including a specific date. G. Administrative Issues 20. Any party may object to requests for payments made pursuant to this Order on the grounds that the Debtors have not timely filed monthly operating reports, remained current with its administrative expenses and 28 U.S.C quarterly fees, or a manifest exigency exists, by seeking a further order of this Court.

21 Case VFP Doc 25-2 Filed 09/07/17 Entered 09/07/17 09:54:02 Desc Proposed Order Page 8 of 8 (Page 8) Debtor: Case No.: Brownie Taxi LLC, et al (VFP) (Jointly Administered) Caption of Order: Order Establishing Procedures for Allowance of Interim Compensation and Reimbursement of Expenses of Professionals Retained by Order of This Court 21. Otherwise, this Order shall continue and shall remain in effect during the pendency of these cases. The Debtors shall include all payments to Professionals in its monthly operating reports, detailed so as to state the amount paid to the Professionals. 22. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 23. All fees and expenses paid to Professionals are subject to disgorgement until final allowance by the Court. H. Service of this Order 24. The Debtors must serve a copy of this Order upon all parties served with the underlying motion seeking entry of this Order; all affected Professionals; all Notice Parties; and any other party the Court shall designate. 25. Each member of any statutory committee of unsecured creditors (if appointed) shall be permitted to submit statements of expenses and supporting vouchers to counsel for the committee, who will collect and submit such requests for reimbursement in accordance with the foregoing procedures for monthly and interim compensation and reimbursement of professionals , v. 1