Case Doc 247 Filed 03/07/18 Page 1 of 20. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division

Case 18-10334 Doc 247 Filed 03/07/18 Page 1 of 20 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division In re: THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM, Case No. 18-10334 Chapter 11 Debtor. 1 SUMMARY OF FIRST AND FINAL APPLICATION OF PILLSBURY WINTHROP SHAW PITTMAN LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS DEBTOR S COUNSEL FOR THE PERIOD FROM JANUARY 10, 2018 THROUGH FEBRUARY 28, 2018 Name of Applicant: Application Period: January 10, 2018 through February 28, 2018 Fees Requested: $781,147.15 2 Expenses Requested: $13,379.32 Total Award Requested: $794,526.47 1 The Debtor s federal identification number is 52-0993760. 2 This total includes a voluntary reduction of $21,664.75 for travel time. 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 2 of 20 SUMMARY OF FEES BY PROFESSIONAL YEAR OF HOURLY TOTAL TOTAL NAME POSITION ADMISSION RATE HOURS COMPENSATION Andrew M. Troop Partner 1985 $960 104.50 $100,320.00 Patrick J. Potter Partner 1989 $810 197.70 $160,137.00 Brian M. Blum Partner 1988 $800 8.80 $7,040.00 David L. Miller Partner 1979 $800 54.00 $43,200.00 Dania Slim Counsel 2008 $725 304.70 $220,907.50 Robert S. Logan Special Counsel 2000 $695 9.50 $6,602.50 Jason S. Sharp Senior Associate 2012 $640 184.50 $118,080.00 Andrew V. Alfano Associate 2017 $495 225.40 $111,582.90 George N. Holtan Associate 2015 $490 56.50 $27,685.00 Allison B. Selick Associate 2017 $410 6.20 $2,542.00 Steven W. Miller Paraprofessional $365 4.50 $1,642.50 Eileen D. McCarrier Paraprofessional $325 1.40 $455.00 Peter T. Vay Paraprofessional $300 1.50 $450.00 Ellen Kreis Paraprofessional $280 2.50 $700.00 Rachelle Gardiner Paraprofessional $160 4.50 $720.00 Katie Chernowetz Paraprofessional $115 6.50 $747.50 TOTAL 1172.70 $802,811.90 3 BLENDED RATE (INCLUDING PARAPROFESSIONALS) $684.58 BLENDED RATE (EXCLUDING PARAPROFESSIONALS) $692.91 3 Consistent with its practice in this region when representing debtors, the Pillsbury team working on this case has voluntarily reduced the total fees for travel time by 50% from the standard rate (already reduced, as discussed below) for the appropriate timekeeper, resulting in a reduction of $21,664.75. 2 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 3 of 20 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division In re: THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM, Debtor. 4 Case No. 18-10334 Chapter 11 FIRST AND FINAL APPLICATION OF PILLSBURY WINTHROP SHAW PITTMAN LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS DEBTOR S COUNSEL FOR THE PERIOD FROM JANUARY 10, 2018 THROUGH FEBRUARY 28, 2018 ( Pillsbury ), counsel to debtor the Condominium Association of the Lynnhill Condominium (the Debtor ), respectfully submits this application ( Application ) for allowance of compensation for services rendered in the amount of $781,147.15 and reimbursement of related expenses of $13,379.32 for the period from January 10, 2018 through February 28, 2018 (the Application Period ) pursuant to sections 330(a) and 331 of the U.S. Bankruptcy Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure, the U.S. Trustee Guidelines and the Local Rules of the Court (the Local Rules ). In support of this Application, Pillsbury states as follows: Jurisdiction 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. 4 The Debtor s federal identification number is 52-0993760. 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 4 of 20 Background A. General Background 2. The Debtor is an unincorporated condominium association owning and controlling certain real estate, amenities and improvements (including residential units) located at 3103 and 3107 Good Hope Avenue, Temple Hills, Maryland 20748 (the Property ). 3. On January 10, 2018 (the Petition Date ), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. 4. The Debtor continues to manage and preserve its property as debtor-in-possession pursuant to sections 1107(a) and 1108. No trustee, examiner or committee has been appointed in this case. 5. General information about the Debtor, its assets and liabilities, and the events leading to this bankruptcy case are detailed in the Declaration of Stanley Briscoe in Support of First Day Motions. See Doc. 14. B. Pillsbury s Retention 6. In May 2017, Pillsbury began providing legal services to the Debtor to address its severe financial difficulties and related problems. Pillsbury did not charge the Debtor for the services provided through November 30, 2017, which exceeded $50,000 in fees. 7. In November 2017, it became apparent that the Debtor, with Pillsbury s assistance, had hurdled obstacles that had prevented the Debtor from consummating a sale of the Property through a chapter 11 case. These obstacles included finding a party willing to purchase the Property and fund a chapter 11 sale process, and addressing issues related to title. Overall, these new developments demonstrated the Debtor s ability to undergo a successful chapter 11 despite several failed attempts to do so over the past decade. Consequently, Pillsbury began 2 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 5 of 20 charging for its services. 8. On December 1, 2017, Pillsbury began to prepare for the filing of this chapter 11 case and for the sale of the Property. 5 In light of the circumstances, including the risk associated with representing the Debtor, Pillsbury conditioned its engagement on receipt of (and supplements to) a retainer, the first $300,000 of which were received pre-petition and the balance of which were provided post-petition. 6 Pillsbury worked diligently to draft the petition, schedules, first day motions, a chapter 11 plan and disclosure statement, to gather information required for these filings, and to solidify an effective strategy for the Debtor s chapter 11 case. Pillsbury also drafted the purchase and sale agreement and ancillary documents needed for the sale of the Property. 9. All of Pillsbury s work for the Debtor since December 1, 2017, has related solely to this chapter 11 case and the sale of the Property. Pillsbury has not worked on other matters for the Debtor, nor was Pillsbury retained to work on any matters for the Debtor other than those directly related to this chapter 11 case and the sale of the Property. C. The Petition Date and Significant Developments 10. On or about December 18, 2017, AHH16 Development, LLC ( AHH ) and the Debtor executed the Amended Commitment Letter of AHH16 Development, LLC or its Designee to Be Purchaser of the Property and Post-Petition Secured Lender in Connection with Lynnhill Condominium Bankruptcy Case (the Commitment ) memorializing both AHH s offer to purchase the Property and agreement to serve as the Debtor s pre- and post-petition secured 5 6 Since December 1, 2017, Pillsbury s representation of the Debtor has been devoted only to those matters directly related to this chapter 11 case, in accordance with the terms of Pillsbury s engagement. As indicated in its retention application, Pillsbury applied the pre-petition retainer of $300,000 to the invoices for services provided to the Debtor through January 9, 2018 (i.e., pre-petition services). 3 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 6 of 20 lender. Pursuant to the Commitment, the Debtor had to confirm a chapter 11 plan that provided for the sale of the Property to AHH no later than February 13, 2018. 11. On the Petition Date, the Debtor filed a disclosure statement and chapter 11 plan that provided for the sale of the Property to AHH for $13.2 million. 7 The Debtor also filed various first day motions on the Petition Date, including applications to employ a real estate broker and a noticing agent, a motion to obtain post-petition financing (the DIP Motion ), a motion to establish bar dates for filing proofs of claim (the Bar Date Motion ), a motion to assume an executory contract with Global Restoration LLC, and a motion for conditional approval of the disclosure statement and approval of solicitation procedures (the Solicitation Motion ). See Docs. 12, 15, 19 21, 26 28. The Debtor also filed a budget with the DIP Motion (the Budget ) that estimated legal costs at $666,666 through the February 13, 2018 anticipated confirmation of the case. 12. The Court graciously held expedited hearings on the Debtor s first day motions on January 12, 2018. With modifications from the Court, all motions were approved from the bench, with orders entered the following week. Importantly, the Court approved the DIP Motion on an interim basis (and later on a final basis) authorizing the Debtor to obtain $1,250,000 in post-petition financing (the DIP Loan ) from AHH. See Docs. 67, 140. Following approval of the DIP Loan, Pillsbury received $666,000 as retainer for its services. The Court, however, could not accommodate the request for a confirmation hearing on or before February 13, 2018. Consequently, the confirmation hearing was scheduled for February 27, 2018. This two-week extension of the confirmation schedule contributed to increased costs for the Debtor, including 7 AHH was to receive a $1 million credit towards the purchase price for certain life, health and safety requirements of Prince George s County in connection with rehabbing the Property that AHH uncovered during AHH s due diligence. 4 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 7 of 20 increased legal costs (as explained further below). 13. On January 11, 2018, the day before the first day hearings, Dragone Realty, LLC ( Dragone ) expressed an interest in submitting another offer for the Property pursuant to a court-approved sale process. Following various offers for the Property by Dragone and an increased offer by AHH, all of which were detailed in filings with the Court, the Debtor moved for approval of an auction and bidding procedures for the sale of the Property (the Auction Procedures Motion ). See Docs. 73, 75, 78, 93. Following court approval of the Auction Procedures Motion, on February 20, 2018, the Debtor held an auction at which Dragone emerged as the highest and best bidder for the Property with a successful bid of $17,050,000 almost $4 million above AHH s initial purchase price of $13.2 million. See Doc. 186. All of the legal work associated with responding to Dragone s late offer, which ultimately necessitated an auction and the filing of the Auction Procedures Motion (among other things), were not anticipated by the Debtor or Pillsbury on or prior to the Petition Date and therefore were not captured in the Budget. Consequently, Pillsbury s legal fees were higher than estimated partly for this reason; Pillsbury spent approximately 180 hours (equal to about $129,795) on matters related to the Auction Procedures Motion and the auction. 14. On February 22, 2018, the Court authorized the retention of Pillsbury as debtor s counsel nunc pro tunc to January 10, 2018. See Doc. 205. 15. On February 27, 2018, the Court held a hearing on confirmation of the Second Amended Joint Chapter 11 Plan (the Plan ) and final approval of the accompanying disclosure statement (the Disclosure Statement ). On March 1, 2018, the Court entered an order confirming the Plan and approving the Disclosure Statement. 5 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 8 of 20 Requested Award 16. Pillsbury requests allowance and payment of $781,147.15 for services rendered during the Application Period and $13,379.32 for reimbursement of actual expenses incurred during the Application Period, for a total allowance and payment request of $794,526.47. 17. Attached as Exhibit A is the fee statement for the Application Period. The fee statement contains an itemized list by matter type of Pillsbury s fees for services rendered during the Application Period. 8 See Ex. A at 82 83. The fee statement also contains detailed time entries categorized by tasks performed by Pillsbury during the Application Period. Pillsbury has diligently and carefully maintained records of the time expended in this case, which have been prepared by each professional rendering services. Each professional s time records contain a narrative description of the services rendered in a given day and delineate the actual amount of time spent on each discrete activity. All services for which Pillsbury requests compensation were performed for or on behalf of the Debtor. In an effort to maintain the attorney-client privilege between Pillsbury and the Debtor, certain time entries may have been redacted or edited. 18. Pillsbury has received no payment and no promises for payment from any source other than the Debtor for services rendered or to be rendered in any capacity whatsoever in connection with this Application. There is no agreement or understanding between Pillsbury and any other party, except for the partners of Pillsbury, for the sharing of compensation received in the Debtor s chapter 11 case. 8 Recognizing that certain services can be placed in multiple categories, Pillsbury used its best efforts to accurately categorize all time entries. 6 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 9 of 20 Description of Services Performed During the Application Period 9 19. During the Application Period, the services Pillsbury performed for the Debtor included those summarized below by task. Given the issues raised in this case, the novel strategy developed by Pillsbury, and the compressed confirmation schedule required by AHH under the terms of the Commitment, at times it was necessary for Pillsbury professionals to have conferences and meetings with other Pillsbury professionals. Similarly, given the number of issues raised at each hearing and the relatively few hearings in the case, more than one Pillsbury attorney participated at the hearings. Pillsbury submits that involvement by multiple Pillsbury professionals was reasonable and limited to instances where it was necessary to ensure the success of the case. Tax: Because the Debtor failed to file taxes for several years, Pillsbury had to develop and implement a strategy for complying with the requirements and demands of the Internal Revenue Service ( IRS ). Pillsbury worked directly with the IRS to request copies of prior tax filings, seek an extension of the time to comply with certain IRS requirements and resolve threats by the IRS to seek conversion of the case. Pillsbury also had strategic discussions with the Debtor s representative and prospective accountant on these and other related issues. Fees Hours $18,639.50 24.70 Travel Time: Time under this category includes travel time to participate in unit owner meetings or hearings. Consistent with its practice in this region when representing debtors, the Pillsbury team working on this case has voluntarily reduced the total fees for working and non-working travel time by 50% from the standard rate (already reduced, as discussed below) for the appropriate timekeeper, even though Pillsbury attorneys typically work on the matter while traveling to and from destinations. The voluntary discount results in a reduction of $21,664.75 for time recorded under this category. 9 This section includes descriptions of only those matters involving the largest concentrations of time during the Application Period and is not intended to be a comprehensive description of all services rendered during the Application Period. 7 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 10 of 20 Fees Hours $21,664.75 58.70 General Case Administration and Strategies: Pillsbury developed a strategy that resulted in the sale of the Property and confirmation of the Plan on a very compressed schedule. Pillsbury had multiple strategic discussions to ensure that the strategy was effectively and efficiently implemented. Upon learning of Dragone s renewed interest, Pillsbury had to revise the strategy to incorporate an auction process and obtain approval of AHH as the stalking horse, including approval of AHH s break-up fee and expense reimbursement as required by the Commitment. Time under this category also includes attention to the preparation and filing of certificates of service, the Local Rules, publication of the bar date and sale notices, and pro hac vice motions. Fees Hours $29,559.00 42.80 Schedules, Statement of Financial Affairs and MORs: Because the Debtor is an unincorporated association that historically has been operated by volunteer members (and not a for profit business with employees), the Debtor did not have complete and organized books and records. In preparing the Schedules of Assets and Liabilities (the Schedules ) and Statement of Financial Affairs ( SFA ), Pillsbury had to address these challenges and provide the Debtor s representatives with a lot of guidance. Pillsbury also prepared amendments to the Schedules, SFA and the creditor matrix, and drafted notices of the amendments to these documents. The Debtor s representatives also had no experience preparing a Monthly Operating Report. Consequently, the Debtor needed a lot of guidance from Pillsbury to gather the information required for the Monthly Operating Report, with Pillsbury taking the laboring oar on preparing the Monthly Operating Report for January 2018. Fees Hours $38,141.00 59.40 Claims Administration, Creditor Demands and Arrangement: Pillsbury negotiated settlements with Nagle & Zaller, P.C. ( Nagle ) and Washington Suburban Sanitary Commission ( WSSC ) that resulted in a meaningful reduction of the amount of their respective claims and resolved their objections to the Plan and Disclosure Statement. Pillsbury also resolved Prince George s County s (the County ) objection to the Disclosure Statement and the Plan and negotiated a framework and schedule that will allow the County and the Debtor an opportunity to consensually resolve the County s claim soon after confirmation. Prior to the resolution of WSSC s claim, Pillsbury drafted and filed objections to WSSC s proofs of claim. Pillsbury also had various communications and discussions with 8 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 11 of 20 creditors and unit owners regarding the status of the case and the filing of proofs of claim. Time under this category also includes reviewing and finalizing the proposed order granting the Bar Date Motion, the notice regarding the bar date, and related matters. Pillsbury also addressed issues regarding Kurtzman Carson Consultants LLC s ( KCC ) retention and the Court s concerns regarding KCC s role as claims agent. Fees Hours $50,081.50 77.30 Petition, First Day Filings, and Related Matters: Pillsbury drafted and filed the Debtor s petition and other first day filings, including the motion to allow the refiling of the case, the DIP Motion, applications to retain Transwestern and KCC, the motion to assume Global Restoration LLC s executory contract, the Plan and Disclosure Statement, the Solicitation Motion, the Bar Date Motion, various declarations in support of the first day motions, the disclosure of compensation form, the list of no equity security holders, the corporate ownership statement, the list of the largest unsecured creditors, and the creditor matrix. Time under this category also includes preparing for and attending the hearing on the first day motions, as well as revising and finalizing the proposed orders granting the first day motions per the Court s instructions at the first day hearing. Fees Hours $73,190.00 106.20 Pillsbury Retention Application and Engagement Matters: Pillsbury drafted the application to retain Pillsbury, including supporting declarations and a proposed order. Pillsbury also analyzed various conflict reports in connection with the preparation of Pillsbury s retention application. Fees Hours $21,819.00 37.80 Debtor in Possession Financing: Given the Property s condition and the Debtor s lack of resources, it was essential for the Debtor to secure post-petition financing to fund this case and to preserve the Property. Without post-petition financing, a sale of the Property would have been highly unlikely and the County might have condemned the Property as it previously threatened. Accordingly, Pillsbury worked diligently on the DIP Motion. Pillsbury revised the proposed interim and final orders granting the DIP Motion multiple times to address comments from the lender and the U.S. Trustee and drafted the notice of entry of the interim DIP Order (as required by the order granting the DIP Motion). Pillsbury also had multiple communications with AHH s counsel regarding the DIP Loan. 9 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 12 of 20 Fees Hours $13,354.00 20.00 Sale: In hopes of maximizing the Property s value, it was essential for Pillsbury to accommodate the requests of the potential purchasers throughout the sale process. This required Pillsbury to draft and then revise (multiple times) the purchase and sale agreements (with AHH and Dragone) for the sale of the Property. Further, Pillsbury drafted an amendment to the purchase and sale agreement with AHH, prepared escrow agreements, responded to due diligence requests, analyzed and researched transfer tax issues, and had various communications and discussions regarding the status of, and revisions to, the purchase and sale agreements. Significant time under this category includes attention to title searches and analyzing title search results to ensure appropriate notice to all lienholders. Pillsbury processed information from 220 title searches on the Property (one for each of the Property s 219 units and one for the Property as a whole) that was trickling in on a daily basis. The title searches and processing the results was necessary to ensure adequate notice to creditors and to obtain the required title insurance. Time under this category also includes research regarding break-up fees. Fees Hours $84,940.00 140.10 U.S. Trustee Issues: Pillsbury worked diligently to coordinate with and defer to the requests of the U.S. Trustee at all times. This required Pillsbury to have various communications and discussions with the U.S. Trustee prior to and after the Petition Date regarding the case. Among other things, Pillsbury drafted a motion to shorten the notice period for the meeting of creditors, which ultimately was not filed because adjustments were made to the confirmation schedule as explained above. Pillsbury also prepared for, and attended, the initial debtor interview and the section 341 meeting of creditors, and addressed various questions and matters raised by the Office of the U.S. Trustee at the initial debtor interview and at the meeting of creditors. Fees Hours $15,895.00 21.50 Plan and Disclosure Statement: To meet the original February 13, 2018 plan confirmation milestone in the Commitment and requested by AHH, Pillsbury drafted the Plan and Disclosure Statement, and related pleadings such as the Solicitation Motion, on an expedited basis (on and prior to the Petition Date). After the Petition Date, Pillsbury filed and revised the Plan and Disclosure Statement multiple times, filing two amended versions of the Plan with the Court and a motion to determine that the modifications to the Plan were not material or adverse. Further, Pillsbury revised the Disclosure Statement and the proposed order 10 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 13 of 20 conditionally approving the Disclosure Statement to implement changes from the first day hearings. Upon conditional approval of the Disclosure Statement, Pillsbury created the solicitation packages and coordinated the mailing of these packages. Pillsbury also provided solicitation packages in-person to some of the unit owners at a community meeting of unit owners. After the deadline to object to the Plan and the Disclosure Statement, Pillsbury worked around-the-clock to review the objections and prepare a reply and brief in support of confirmation of the Plan. Pillsbury also revised the proposed order confirming the Plan multiple times to address informal and formal objections to the Plan. Objections to the Plan were eventually resolved with a large amount of effort from Pillsbury, the objecting creditors, the U.S. Trustee, and the Court. Finally, Pillsbury prepared for and attended the hearing on final approval of the Disclosure Statement and confirmation of the Plan. Fees Hours $258,490.40 365.80 Competition, Auction, Bid Procedures, and Related Issues: Pillsbury drafted and filed the Auction Procedures Motion, including the accompanying bidding procedures and the notice of auction. Pillsbury also drafted a motion seeking an expedited hearing on the Auction Procedures Motion, prepared for and attended the hearing on the Auction Procedures Motion and held multiple conferences to discuss the auction strategy and issues related to the auction. Pillsbury also coordinated and held the auction at its Washington, DC office and drafted and filed a notice of the auction results. Pillsbury s efforts resulted in a highly successful auction which increased the sale price of the Property by almost $4 million. Fees Hours $129,795.50 180.60 Unit Owners Matters: The unit owners cooperation played a large role in the success of this chapter 11 case. It required the unit owners to be understanding despite the large amount of uncertainty that the case presented at the outset and their unfamiliarity with the chapter 11 process. Over the course of the case, Pillsbury conferred with the unit owners counsel regarding the solicitation process, title search, and related issues. Given that all of the unit owners had vacated the Property and that their whereabouts were often unknown, Pillsbury searched for mailing addresses or other contact information for unit owners and their lienholders to ensure proper notice of all relevant filings. Fees Hours $11,388.50 14.00 11 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 14 of 20 Legal Standard 20. Under section 330 of the Bankruptcy Code, the Court may award reasonable compensation for actual, necessary services rendered by attorneys based on the nature, the extent, and the value of the services rendered, the time spent on such services, and the cost of comparable services in non-bankruptcy cases. In addition, under section 330 of the Bankruptcy Code, the Court may award reimbursement for actual, necessary expenses. Congress enacted section 330 of the Bankruptcy Code to ensure that attorneys be [sic] reasonably compensated and that future attorneys not be deterred from taking bankruptcy cases due to a failure to pay adequate consideration. In re Ames Dep t Stores, Inc., 76 F.3d 66, 72 (2d Cir. 1996) (quoting In re UNR Indus., Inc., 986 F.2d 207, 208 10 (7th Cir. 1993)). 21. To determine the reasonableness of fees under section 330, courts use the lodestar factors enumerated in Johnson v. Ga. Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974) (made applicable to bankruptcy cases in In re First Colonial Corp. of Am., 544 F.2d 1291, 1298 99 (5th Cir. 1977)) and adopted by the Fourth Circuit Court of Appeals in Barber v. Kimbrell s, Inc., 577 F.2d 216, 229 n.8 (4th Cir. 1978). See also Anderson v. Morris, 658 F.2d 246, 249 n.2 (4th Cir. 1981); Harmin v. Levin, 772 F.2d 1150, 1154 n.1 (4th Cir. 1985). These cases have set out the following twelve factors (the Johnson Factors ) for the evaluation of fee applications: (1) The time and labor expended; (2) the novelty and difficulty of the questions raised; (3) the skill required to properly perform the legal services rendered; (4) the attorney s opportunity costs in pressing the instant litigation; (5) the customary fee for like work; (6) the attorney s expectations as to compensation at the outset of the matter; (7) the time limitations imposed by the client or circumstances; (8) the amount in controversy and the results obtained; (9) the experience, reputation, and ability of the attorney; (10) the undesirability of the case within the legal community in which the case arose; (11) the nature and length of the professional 12 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 15 of 20 relationship between attorney and client; and (12) attorney s fees awards in similar cases. 22. As discussed below, the Johnson Factors support the award of compensation in the amount Pillsbury requests. Time and Labor Expended 23. As evidenced by the time records attached as Exhibit A, Pillsbury rendered numerous professional services to the Debtor during the Application Period, expending a total of 1,172 hours of professional time. See also Description of Services Performed, supra, at 7 11. Novelty and Difficulty of the Issues 24. To consummate a successful sale of the Property through a chapter 11 plan, Pillsbury had to resolve many complex and challenging issues, often on an expedited basis. For example, Pillsbury negotiated and drafted the terms of the DIP Loan and the related DIP Motion to provide the funds necessary to preserve the Property and to fund this chapter 11 case. Given the compressed timeline and the condition of the Property, Pillsbury had to address new offers for the Property in real-time, which included drafting the Auction Procedures Motion and negotiating the bidding procedures in response to Dragone s offer to purchase the Property on the eve of the first day hearings. 25. Pillsbury was also faced with several novel and difficult legal issues in connection with confirmation of the Plan. For example, Pillsbury worked around the clock to reach settlements with Nagle, WSSC, and Prince George s County to resolve issues with respect lien priority and distributions under the Plan. Pillsbury has very capably and successfully addressed all of these issues, and others, as they have arisen during this case. Ultimately, Pillsbury successfully confirmed (in 49 days) a chapter 11 plan that provided for the sale of the Property despite repeated failed attempts in the past. 13 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 16 of 20 Level of Skill Required 26. A high level of skill was required in connection with the legal services provided by Pillsbury to the Debtor in this case. Pillsbury s extensive experience and knowledge of business reorganizations, financing, and asset sales under chapter 11 of the Bankruptcy Code was critical to confirming the Plan and consummating the sale of the Property on a compressed schedule. Further, professionals from Pillsbury s real estate practice group were essential in providing quality legal service to the Debtor in this case to resolve issues related to the Property, including related to title. Opportunity Costs 27. Although Pillsbury did not decline any engagements because of time devoted to this case, Pillsbury dedicated substantial time (1,172 hours) representing the Debtor s interests and attending to the Debtor s case, which regularly necessitated late night work, weekend and holiday work and, at times, has significantly limited the amount of time available for work on other cases. Customary Fee 28. In recognition of the importance of returning the Property to a productive use where families of Prince George s County may reside and prosper, Pillsbury agreed to reduce its customary hourly rates for the attorneys working on this case by approximately (a) 15% for partners, (b) 7% for counsel, and (c) 12% for associates. Accordingly, the billing rates are the customary rates charged by Pillsbury attorneys for their services with a meaningful discount. Attorneys Expectation of Compensation at the Outset of the Matter 29. Pillsbury continues to expect compensation in accordance with the discounted billing rates, and in accordance with the order approving Pillsbury s retention as counsel to the 14 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 17 of 20 Debtor. Time Limitations 30. Notably, Pillsbury filed this case, conducted the auction, and confirmed the Plan in 49 days through a traditional bankruptcy filing, without the use of a prepackaged or prearranged chapter 11 plan. This compressed timeline required Pillsbury to work around the clock to complete filings and respond to complex issues on an expedited basis. The Results Obtained 31. Successful results to date support Pillsbury s hard work in these cases. During the first week of the case, Pillsbury obtained approval of the first day motions, which enabled the Debtor to fund the chapter 11 process and to preserve the Property in anticipation of a sale. In response to Dragone s offer for the Property, Pillsbury held a successful auction process which generated a purchase price of $17,050,000 almost $4 million above the original purchase price. Further, Pillsbury obtained confirmation of the Plan, pursuant to which creditors will receive a robust recovery from the proceeds of the sale of Property. The Experience, Reputation and Ability of Counsel 32. Pillsbury s professionals are highly experienced and qualified in bankruptcy, real estate, tax, and litigation, among other practice areas. Pillsbury has extensive experience and knowledge in the field of debtors and creditors rights, business reorganizations, financing, and asset sales in bankruptcy. Pillsbury s attorneys have a strong reputation and presence in the Washington D.C. metro area in particular, where Pillsbury has represented both debtors and creditors in many notable restructurings. Undesirability of the Case 33. At the time the Debtor retained Pillsbury, the Debtor was in severe financial 15 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 18 of 20 distress. The Debtor s only revenue generating asset, the Property, was vacant, in deplorable condition, and had zero or negative value. The likelihood that Pillsbury and other professionals would be paid for their services turned on Pillsbury s successful prosecution of the DIP Motion and completion of a sale and auction of the Property, which the Court ultimately approved. These early circumstances made the Debtor s case undesirable. Nature and Length of Professional Relationship with the Debtor 34. Over the course of this engagement, including during the first six months when Pillsbury did not charge the Debtor for its time, Pillsbury devoted substantial time and effort to representing the Debtor and became intimately familiar with the Debtor s legal and financial affairs. Attorneys Fees in Comparable Cases 35. The fees in this case are comparable to the fees allowed and charged in similar cases based on the time expended and the difficulty of the representation. As indicated, Pillsbury has reduced its hourly rates by approximately (a) 15% for partners, (b) 7% for counsel, and (c) 12% for associates. 36. In accordance with the Johnson Factors and the factors enumerated in section 330 of the Bankruptcy Code, Pillsbury respectfully submits that the compensation requested is fair and reasonable given (a) the complexity of the Debtor s chapter 11 case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under title 11 of the United States Code. Further, Pillsbury has reviewed the requirements of the Local Rules and believes that this Application complies with the Local Rules. 16 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 19 of 20 Description of Expenses Incurred During the Application Period 37. Pillsbury has expended funds during the Application Period for necessary disbursements and expenses, in the form of transportation, photocopying, research and express mail services in the total amount of $13,379.32. Pillsbury seeks reimbursement of the actual and necessary costs and expenses incurred and paid by Pillsbury on behalf of the Debtor during the Application Period. The chart below identifies by category and type the expenses incurred by Pillsbury during the Application Period. See also Ex. A at 88. Disbursement Summary Type Amount Computer Research $2,008.75 Document Processing $365.55 Express Courier Service $107.21 Filing Fees $312.00 Meals Meetings $1,055.30 Meals Working $723.54 Other Court Costs $200.00 Reproductions $1.52 Travel and Local Transportation $8,605.45 Total $13,379.32 Exhibit A also includes detailed itemized descriptions of these expenses, maintained by Pillsbury in the ordinary course of business. See Ex. A at 84 87. The expense charges are consistent with the rates generally charged by Pillsbury to its other clients. Pillsbury is familiar and has submitted this Application in conformity with the Compensation Guidelines for Professionals in the United States Bankruptcy Court for the District of Maryland with respect to its request for reimbursement of expenses. 17 4811-5377-3918.v5

Case 18-10334 Doc 247 Filed 03/07/18 Page 20 of 20 Conclusion WHEREFORE, based on the foregoing, Pillsbury respectfully requests allowance and payment of compensation in the amount of $781,147.15 for services rendered and $13,379.32 for expenses incurred during the Application Period, and such other relief as the Court deems just and proper. Dated: March 7, 2018 Respectfully submitted, /s/ Patrick J. Potter Patrick J. Potter (Bar No. 08445) 1200 Seventeenth Street, NW Washington, DC 20036 Tel (202) 663-8928 Fax (202) 663-8007 E-mail: patrick.potter@pillsburylaw.com Dania Slim (Bar No. 18050) 324 Royal Palm Way, Suite 220 Palm Beach, FL 33480 Tel (202) 663-9240 Fax (202) 663-8007 E-mail: dania.slim@pillsburylaw.com Jason S. Sharp (admitted pro hac vice) 2 Houston Center 909 Fannin, Suite 2000 Houston, TX 77010 Tel (713) 276-7600 Fax (713) 276-7673 Email: jason.sharp@pillsburylaw.com Counsel for the Debtor 18 4811-5377-3918.v5

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 1 of 90 Exhibit A

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 2 of 90 Tax ID No. 94-1311126 Board of Directors of Lynnhill Condominium Association c/o Chair 3103 Good Hope Avenue Temple Hills, MD 20748 March 7, 2018 Invoice No. 8183208 Client No. 048134 Matter No. 0000001 Patrick J. Potter (202) 663-8000 For Professional Services Rendered and Disbursements Incurred through February 28, 2018 Matter Name Services Disbursements Balance Due Sale of Lynnhill Gardens $ 802,811.90 $ 13,379.32 $ 816,191.22 Total This Invoice: $ 802,811.90 $ 13,379.32 $ 816,191.22 Current charges only. Time and disbursements not yet recorded will be included in future invoices. 1200 Seventeenth Street, NW - Washington, DC - 20036 Due Upon Receipt Remittance Address P.O. Box 601240. Charlotte, NC 28260-1240

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 3 of 90 Patrick J. Potter Page 2 Sale of Lynnhill Gardens For Professional Services Rendered and Disbursements Incurred Through February 28, 2018 Time Detail By Task Task: T2955 - Tax B. M. Blum 01/16/18 Review and respond to email regarding status of condo association under federal tax law. B. M. Blum 01/17/18 Exchange emails with P. Potter regarding tax status of condominium association (0.2); analyze tax status of condo associations (0.3). R. S. Logan 01/17/18 Correspondence re issues with exemption filing and related matters (0.4); check for IRS records on organization (0.5); examine homeowners' association issues and filing matters (0.9). B. M. Blum 01/18/18 Review disclosure statement (0.3); exchange emails with P. Potter regarding tax filing obligations (0.2); telephone call with R. Logan to discuss info needs (0.2). R. S. Logan 01/18/18 Correspondence re required information (0.2); develop list of information and documentation required to answer filing matters (0.5). P. J. Potter 01/18/18 Analyze correspondence from B. Blum on returns and respond to same. D. Slim 01/18/18 Correspond with P. Potter regarding IRS claim in prior bankruptcy cases. B. M. Blum 01/23/18 Review emails regarding tax compliance and respond to same (0.1); review public database (.2); consider path forward to compliance (0.2). R. S. Logan 01/23/18 Received EIN and searched exempt org records for filings and status (0.2); additional searches of other items (0.3); reviewed transcript and return request rules (0.2). P. J. Potter 01/23/18 Emails with UST (0.1) and B. Blum (0.2) on tax return strategy. B. M. Blum 01/25/18 Telephone call with R. Logan, P. Potter, D. Slim regarding Lynnhill tax compliance. R. S. Logan 01/25/18 Conference call to discuss open tax issues and steps forward. P. J. Potter 01/25/18 Call with B. Blum and R. Logan on how to analyze and tackle tax return issues (0.5); call with S. Briscoe on same (0.3); email to W. Johnson on accountant 0.30 $240.00 0.50 400.00 1.80 1,251.00 0.70 560.00 0.70 486.50 0.20 162.00 0.10 72.50 0.50 400.00 0.70 486.50 0.30 243.00 0.50 400.00 0.50 347.50 1.00 810.00

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 4 of 90 Patrick J. Potter Page 3 issues (0.1); email to S. Briscoe on debtor records and 2017 report (0.1). D. Slim 01/25/18 Conference call with P. Potter and B. Blum regarding 0.30 217.50 tax issues and filing 2017 return (joined mid-call). B. M. Blum 01/26/18 Review emails from R. Logan & P. Potter regarding 0.30 240.00 IRS Form 2848. R. S. Logan 01/26/18 Review tax-related documentation (0.2); review 0.60 417.00 requirements for tax transcript/return request (0.2); prepare Form 2848 (0.2). B. M. Blum 01/29/18 Review emails and respond with information for POA. 0.30 240.00 R. S. Logan 01/30/18 Examine additional documentation and revise Form 0.90 625.50 2848 (0.4); additional correspondence and revisions (0.2); correspondence re available sources for obtaining tax information (0.3). R. S. Logan 01/31/18 Discussion re alternatives for obtaining back tax 0.30 208.50 filings. P. J. Potter 01/31/18 To Greenbelt Marriott for working lunch meeting with 1.70 1,377.00 Troy Emory (TD Emory, CPA & Associates) to explain the case needs (tax, accounting, distribution needs) and interview Mr. Emory: present - T. Emory, D. Slim, W. Johnson, and S. Briscoe. D. Slim 01/31/18 Meet at Marriott with Mr. Emory (accountant), P. 1.70 1,232.50 Potter, S. Briscoe and W. Johnson regarding engagement, action items, tax issues and information needed for retention application. B. M. Blum 02/12/18 Review IRS Notice regarding unfiled returns (0.1); 0.50 400.00 exchange emails regarding same (0.1); research regarding payment and reporting obligations in bankruptcy (0.3). R. S. Logan 02/12/18 Receive and review IRS correspondence (0.2); 1.20 834.00 additional PWSP correspondence re same (0.2); review legal requirements (0.4); further discussions (0.2); correspondence from accountants and re call to discuss (0.1); review cash-method requirements (0.2). P. J. Potter 02/12/18 Analyze IRS notice (0.2); send to Pillsbury tax with 0.60 486.00 note (0.1); send to UST and response (0.1); strategy email to client and professional team on addressing same (0.2). P. J. Potter 02/13/18 Send email to tax team for need to address IRS letter 0.10 81.00 by the 20th of February. D. Slim 02/13/18 Review response to IRS email inquiry and correspond 0.10 72.50 with Pillsbury team regarding same. B. M. Blum 02/15/18 Telephone call with P. Potter to discuss IRS Notice (0.2); exchange emails with R. Logan regarding 0.50 400.00

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 5 of 90 Patrick J. Potter Page 4 assessment (0.3). R. S. Logan 02/15/18 Receive and review IRS bankruptcy claim (0.1); 0.40 278.00 identify issues (0.2); correspondence with B. Blum (0.1). P. J. Potter 02/15/18 Call with B. Blum on strategy for responding to IRS 0.20 162.00 notice. B. M. Blum 02/16/18 Telephone call with P. Potter regarding filing 0.40 320.00 obligations (0.1); coordinate with R. Logan for Form 2848 (0.3). R. S. Logan 02/16/18 Correspondence and call re issues raised (0.3); receive 0.80 556.00 and input final information for Form 2848 (0.3); revise as necessary to reflect association status and tax filings (0.2). P. J. Potter 02/16/18 Call with B. Blum on response to IRS letter. 0.10 81.00 B. M. Blum 02/19/18 Review and respond to emails from accountants 0.40 320.00 regarding unfiled tax returns and information needed to complete the returns. B. M. Blum 02/20/18 Analysis and completion of Form 2848 (1.2); draft, 3.00 2,400.00 revise, edit correspondence with IRS regarding need for extension of time to file returns (1.5); exchange emails with accountant (0.3). R. S. Logan 02/20/18 Work on getting Form 2848 finalized and call with 1.10 764.50 IRS to extend deadline (0.3); additional correspondence with team (0.3); provide comments to IRS letter request (0.5). B. M. Blum 02/21/18 Exchange emails with accountant (0.2); follow up with 0.40 320.00 IRS regarding extension (0.2). R. S. Logan 02/21/18 Correspondence re extension IRS request. 0.10 69.50 B. M. Blum 02/22/18 Follow-up with IRS regarding extension (0.1); draft 0.50 400.00 email to working group regarding length of extension (0.2); telephone call with R. Logan (0.2). R. S. Logan 02/22/18 Correspondence and discussions with B. Blum re extension, potential for future extensions as required, and next steps (0.2); additional correspondence from accountant and client re document review (0.2). 0.40 278.00 Task: T3300 - Travel Subtotal Task: T2955 - Tax 24.70 $18,639.50 J. S. Sharp 01/11/18 First Day Hearings: Travel from Houston, Texas to 4.80 $3,072.00 Washington, D.C. D. Slim 01/11/18 First Day Hearings: Travel to Washington, D.C. 4.40 3,190.00 D. Slim 01/12/18 First Day Hearings: Travel to Palm Beach from Washington, D.C. 5.00 3,625.00

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 6 of 90 Patrick J. Potter Page 5 J. S. Sharp 01/13/18 First Day Hearings: Travel from Washington, D.C. to 6.30 4,032.00 Houston, Texas. D. Slim 01/19/18 Unit Owners Meeting: Travel from Florida to 4.30 3,117.50 Washington, DC. D. Slim 01/20/18 Unit Owners Meeting: Travel to Florida from D.C. 4.00 2,900.00 D. Slim 01/30/18 Bid Procedures Hearing: Travel to Washington, D.C. 3.80 2,755.00 D. Slim 01/31/18 Bid Procedures Hearing: Travel to Florida. 3.60 2,610.00 D. Slim 02/19/18 Auction: Travel to Washington, D.C. 3.80 2,755.00 A. M. Troop 02/19/18 Auction: Travel to Washington, D.C. 4.50 4,320.00 D. Slim 02/20/18 Auction: Travel back to Florida. 4.50 3,262.50 A. M. Troop 02/23/18 Unit owners meeting: Travel to Washington, D.C. 2.80 2,688.00 D. Slim 02/26/18 Confirmation Hearing: Travel to Washington, D.C. 3.00 2,175.00 D. Slim 02/28/18 Confirmation Hearing: Travel to Florida. 3.90 2,827.50 Task: T3626 - General Case Administration and Strategies Subtotal Task: T3300 - Travel 58.70 $43,329.50 A. V. Alfano 01/14/18 Research analysis on local rule 2081-1. 0.60 $297.00 P. J. Potter 01/15/18 Telecon with S. Briscoe (in anticipation of his board 0.30 243.00 call this evening), and follow up email on solicitation issues. P. J. Potter 01/15/18 Correspond with D. Slim on 1/20 community meeting. 0.20 162.00 P. J. Potter 01/16/18 Participate in status and strategy call with D. Slim, J. 0.40 324.00 Sharp and A. Alfano less time on Dragone and cover status/strategy on DIP Order, DS Order and DS, and balloting. P. J. Potter 01/16/18 Review emails with Global on progress and email M. 0.20 162.00 Lichtenstein on same to push winterization. D. Slim 01/16/18 Conference call with P. Potter, A. Troop and D. Miller 2.50 1,812.50 regarding Dragone offer (1.3); correspond with P. Potter and J. Sharp regarding Court striking of Dragone s objection to the solicitation procedures order (0.2); review court s memo from the hearing in connection with same (0.2); correspond to J. Crouse and M. Lichtenstein regarding revised proposed order approving solicitation procedures order (0.1); review and revise same (0.5); correspond with P. Potter regarding draft email to Dragone s counsel (0.2). D. Slim 01/16/18 Conference call with Pillsbury team regarding action 0.70 507.50 items and proposed orders and other pleadings that need to be revised (0.6); correspond with M. Hernandez regarding hearing transcript (0.1). P. J. Potter 01/17/18 Emails to D. Slim and M. Lichtenstein (separately) on status of filings and strategy for implementing court 10.10 8,181.00

Case 18-10334 Doc 247-1 Filed 03/07/18 Page 7 of 90 Patrick J. Potter Page 6 ordered relief and process forward (0.3); emails with B. Blum on tax returns (0.3); review notice of appearance and email M. Lichtenstein on same (0.1); call with M. Lichtenstein on same and getting court orders entered to ensure timely transaction and status of UST review (0.3); call with D. Slim on same and strategy and UST (0.3); call #2 with M. Lichtenstein on same (0.2); many emails with PWSP on getting all orders and supplemental documents required by the court at Friday's hearing filed (0.5); emails with M. Lichtenstein and client on wires (0.1); call with J. Kaufman on winterization issues and strategy for work implementation (0.3); call with Briscoe and then add Kaufman on same (0.3); review UST emails on disclosure statement and call with D. Slim on same regarding notice in disclosure statement to owners regarding range of possible returns (0.2); analysis and compile interim dip fin spread sheet for $ and wires (0.5); call from S. Briscoe asking about J. Kaufman and about forms (0.1); revise disclosure statement per UST re analysis of % owned and factors for % and individual recovery range and revise same (0.8); review email from D. Miller on maturity and write email and confer with N. Holtan (0.3); call from D. Slim on DS changes (that I just made) and fix to maturity in DIP order (0.2); confer with D. Slim on filing confirmation order (UST not commenting now) (0.1); confer with D. Slim on DIP maturity (0.2); confer with N. Holtan on modifications to APA and Note and maturity and rollup (0.3); analyze first email today received from J. Carr in response to mine of last evening, he is asking if we will auction and insisting on standing (0.4); spread to client, PWSP, brokerage and UST (0.2); call with M. Lichtenstein to advise of Dragone position (0.2); draft and send response to J. Carr indicating that new offer would be received, court notified, and no position on standing (0.3); analysis and outline of issues raised by competing bids and need to ensure both are fixed and tied down in case either breached (0.5); call with D. Miller to discuss real estate transactional side of same (0.3); review email from J. Carr with attachments increasing bid to $14,2500 (0.3); emails to client and PWSP/TW team regarding same (0.2); call with M. Lichtenstein to