IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.

) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Joint Administration Pending)

DEBTORS MOTION FOR AN ORDER AUTHORIZING AND ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES TO PROFESSIONALS PURSUANT TO SECTIONS 105(A), 327 AND 331 OF THE BANKRUPTCY CODE FastShip, Inc. (FSI) and its affiliated debtors and debtors in possession, FastShip Atlantic, Inc. (FSA) and Thornycroft, Giles & Co., Inc. (TGC, together with FSI and FSA, the Debtors and each individually, a Debtor), in the above-captioned chapter 11 cases, hereby move this Court, pursuant to sections 105(a), 327 and 331 of Title 11 of the United States Code (the Bankruptcy Code), and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure (the Local Rules) for the entry of an order authorizing and establishing procedures for interim payment of compensation and reimbursement of expenses to professionals retained in these cases (the Motion). In support of this Motion, the Debtors respectfully represent as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. Sections 105(a), 327, and 331 of the Bankruptcy Code,

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

Bankruptcy Rule 2016 and Local Rule 2016-1 provide the statutory predicate for the relief sought herein. BACKGROUND 2. Simultaneously herewith (the Petition Date), the Debtors filed with this Court

voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their business and manage their property and assets as debtors in possession. No trustee, examiner or committee of creditors has yet been appointed in the Debtors chapter 11 cases. 3. The Debtors are composed of three interrelated entities, each of which is a

Delaware corporation. FSI was formed in 1997. Shortly thereafter FSA and TGC were merged into, and then became, wholly-owned subsidiaries of FSI. 4. The Debtors are privately held companies that have sought to raise seed capital to

implement a business plan using patented ship technology to revolutionize international freight transportation. The new ships would provide service speeds three times faster than traditional sea freight with previously unheard-of reliability. On a door-to-door basis, the resulting service would be comparable to airfreight at half the cost. 5. TGC holds U.S. and international patents for its unique design (the Design) for

a ship that operates at high speeds carrying heavy loads of freight in open-ocean conditions in virtually any weather. The Debtors believe the Design will be of significant commercial and military value, particularly in a world of expanding trade, global manufacturing, and just-in-time supply-chain methods. 6. For many years, the Debtors focused their efforts on creating the first commercial

service using the Design to demonstrate the value of the new technology in commercial use. To this end, the Debtors developed a business plan for a freight service on the North Atlantic trade

route, which business plan required the Debtors to build four ships using the Design with specialized cargo-handling systems calling on dedicated terminals in Philadelphia, Pennsylvania and Cherbourg, France. 7. In order to construct the ships and fully fund the business plan, the Debtors sought

to raise $2 billion in financing. During the period from 1998 to 2008, the Debtors were close to raising the necessary capital to launch the business plan on three occasions, but were unable to close on the required financing because of political and markets setbacks. 8. The combination of deal fatigue and the collapse of the global economy in 2008-

2009 forced the Debtors to abandon their original commercial business plan. 9. At the same time that hope for the commercial business plan faded, the U.S. Navy

entered into a contract to build a new class of high speed combat vessels, the first of which was built and delivered at a cost of $650 million. The Debtors believe that the design of this vessel infringes on TGCs patents. As a result, the Debtors believe a strong claim exists against the U.S. government for patent infringement. The Debtors attempted to reach a negotiated

settlement with the U.S. government by filing an administrative claim in April 2008. Fully two years later, the U.S. government summarily denied the Debtors claim on what the Debtors, and their technical advisors, believe to be meritless grounds. 10. Through the bankruptcy process, the Debtors will create a liquidating trust to

pursue and monetize the patent infringement litigation against the U.S. government and distribute the proceeds of such action to their creditors in an orderly fashion. RETENTION OF PROFESSIONALS 11. On the Petition Date, the Debtors, as debtors in possession, filed applications

seeking authority to retain Benesch Friedlander Coplan & Aronoff LLP as their legal counsel and

The Brownstein Corporation as their financial advisor. The Debtors may need to retain other professionals and special counsel in these cases. In addition, a statutory committee of unsecured creditors (the Committee) may be appointed in these cases and, if appointed, will likely retain counsel and, possibly, other professionals. RELIEF REQUESTED 12. By this Motion, the Debtors request the entry of an order authorizing and

establishing procedures for compensating and reimbursing professionals retained pursuant to section 327 of the Bankruptcy Code (individually, a Professional and collectively, the Professionals), on a monthly basis, on terms comparable to those procedures established in other chapter 11 cases. See e.g., In re Harnischfeger Indus., Inc., Case No. 99-2171 (PJW) (Bankr. D. Del. June 7, 1999). Such an order will streamline the professional compensation process and enable the Court and all other parties to monitor the professional fees incurred in these chapter 11 cases more effectively. 13. The proposed interim compensation payment procedures set forth below (the

Interim Fee Payment Procedures) will permit each Professional subject to these procedures to present to (i) the Debtors, (ii) Debtors counsel, (iii) the United States Trustee (the UST), (iv) counsel to any Committee appointed in these cases, and (v) the lender, with a copy of a thirty day fee statement (the Monthly Fee Statement) setting forth the services rendered and the expenses incurred by each Professional during the immediately preceding month (the Compensation Period). 14. The Debtors seek approval of the following Interim Fee Payment Procedures: a. On or before the compensation is seeking interim Procedures shall 25th day of each month following the month for which sought, beginning with April 2012, each Professional compensation under these Interim Fee Payment file with the Court an application (the Monthly Fee

Application), pursuant to section 331 of the Bankruptcy Code, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the immediately preceding month (the Compensation Period) and serve a copy of such Monthly Fee Application on: (a) Debtors, 1608 Walnut Street, Suite 501, Philadelphia, PA 19103; (b) counsel for the Debtors, Raymond H. Lemisch, Esq., Benesch Friedlander Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, DE 19801; (c) counsel for the Committee (if any); (d) the lender, IP Co. LLC, c/o Donald E. Stout, Esq., Antonelli, Terry, Stout & Kraus, LLP, Suite 1800, 1300 North Seventeenth Street, Arlington, VA 22209; and (e) Office of the United States Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801 (the Notice Parties). All Monthly Fee Applications shall comply with the Bankruptcy Code, Bankruptcy Rules, applicable Third Circuit law, and the Local Rules of this Court. b. Each Notice Party receiving a Monthly Fee Application will have fifteen (15) days after the date of service thereof to review the Monthly Fee Application and serve an objection, if any, thereto. At the expiration of the Objection Deadline, if no objections have been raised, the Professional or the Debtors shall file a certificate of no objection with the Court, after which the Debtors shall be authorized to pay such Professional eighty percent (80%) of the fees and one hundred percent (100%) of the expense reimbursements requested in the Monthly Fee Application (the Maximum Interim Payment). c. In the event that a Notice Party has an objection to the compensation or reimbursement sought in a particular Monthly Fee Application, such objecting party shall, on or before the applicable Objection Deadline, serve upon the Professional whose statement is objected to, and except to the extent duplicative of the foregoing clause, the other persons designated to receive the Monthly Fee Applications in subparagraph (a) above, a written objection thereto, together with a complete description and statement setting forth the precise nature of the objection and the amount at issue. Any such Objection shall identify with specificity the objectionable fees and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such objection. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution within 20 days of service of the Objection, the affected Professional may either (i) file a response to the Objection with the Court, together with a request for payment of the difference between the Maximum Interim Payment and the Alternative Minimum Payment (as defined below) made to the affected Professional (the Incremental Amount); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the parties.

d. If a party files an Objection to a Monthly Fee Application of one of the Professionals as set forth above, and the Objection is directed to a portion of a Monthly Fee Application (less than 100% of the fees and expenses), the affected Professional or the Debtors may file with the Court a certification of no objection that specifies the amount of fees and the amount of expenses to which no objection has been raised and after that certificate of no objection has been filed, the Debtors are authorized to pay 80 percent of the fees and 100 percent of the expenses not subject to an objection pursuant to paragraph (c) above (the Alternative Minimum Payment). e. If a Monthly Fee Application of any Professional exceeds the maximum amount allocated to such Professional under any budget approved by the Court in connection with the DIP Financing (a Budget), such maximum amount being calculated after applying any applicable roll-forward credit balances from prior periods under such Professionals allocation in the Budget, the Debtors shall not pay any such excess amount unless and until the Court enters an order authorizing payment of such excess amount pursuant to the affected Professionals Interim Fee Application (defined below). f. The first Monthly Fee Applications shall be due on or before April 25, 2012 and may include fees and expenses from the Petition Date through and including March 31, 2012. g. Professionals submitting Monthly Fee Applications shall not be required to deduct the amount of any security retainers paid from the compensation requested. h. These Interim Fee Payment Procedures shall not waive any statutory requirements of the Professionals to obtain interim and final orders of the Court approving their compensation, all amounts paid or reimbursed hereunder remaining expressly subject to the Courts authority to disgorge any such amounts pending final allowance by the Court. i. Every three months each of the Professionals shall file with the Court and serve on the Notice Parties, an application for interim Court approval and allowance of compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during such three-month period (individually, an Interim Fee Application, and collectively, Interim Fee Applications), in accordance with Bankruptcy Code section 331 and further orders of the Court. Such Interim Fee Applications shall be filed and served no later than the 30th day following the last day of the compensation period for which compensation is sought. The Interim Fee Application must identify the Monthly Fee Applications that are the subject of the Interim Fee Application Request and any other information requested by the Court or required by the local rules. The Interim Fee

Application shall be filed with the Court and served on the Notice Parties within 30 days after the end of the interim fee period for which the request seeks allowance of fees and reimbursement of expenses. The first Interim Fee Application should cover the interim fee period from the Petition Date through June 30, 2012. j. Pursuant to further Orders of the Court, hearings on Interim Fee Applications may be consolidated at periodic omnibus hearings as reasonably necessary to conserve the estates resources and ensure judicial economy. The Debtors shall request a hearing on the pending Interim Fee Applications at least every six months; however, the Debtors may request that a hearing be held every three months or at such other intervals as the Court deems appropriate. k. All Interim Fee Applications shall comply with the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the guidelines of the Office of the UST and the Local Rules of the Court. l. The payment of any compensation pursuant to a Monthly Fee Application, as set forth herein, shall not prejudice the rights of any parties in interest from objecting to, or responding to any objection to, any Interim Fee Application or final fee application under Bankruptcy Code section 330. m. The pendency of an Objection to payment of compensation or reimbursement of expenses shall not disqualify a Professional from the future payment of compensation or reimbursement of expenses pursuant to the Interim Fee Payment Procedures. 15. The Debtors further request that each member of the Committee (if appointed) be

permitted to submit statements of expenses and supporting vouchers to counsel for the Committee, who will collect and file such requests for reimbursement in accordance with the foregoing procedures for monthly and interim compensation and reimbursement to Professionals. 16. Absent the procedures set forth above, the Debtors believe they will accumulate

significant obligations for professional services, which would have to be satisfied by way of lump-sum payments made approximately every 120 days. Such lump sum payments to the Professionals would be disruptive to the Debtors cash flow. The procedures suggested herein will enable all parties to closely monitor the costs of administration and will provide for payment of fees and expenses of the Professionals in an efficient manner.

17.

In addition, the Debtors further request that the Court limit service of the Monthly

Fee Statement, the Interim Fee Application, final fee applications, and hearing notices as follows: (i) the Notice Parties shall be entitled to receive the Monthly Fee Statements, Interim Fee Applications, final fee applications, and notices of any hearing thereon and (ii) the parties in interest requesting notice pursuant to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Application and hearing notices and final fee applications and hearing notices. The Debtors submit that limiting notice in this manner will permit the most active parties in this case to monitor the fees and expenses of professionals. APPLICABLE AUTHORITY 18. Section 331 of the Bankruptcy Code provides, in relevant part, as follows: A trustee, an examiner, a debtors attorney, or any professional person employed under section 327 or 1103 of this title may apply to the Court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement of expenses incurred before such date as is provided under section 330 of this title . . . . 11 U.S.C. 331. Further, section 105(a) of the Bankruptcy Code provides, in relevant part, that, [t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. No provision of this title . . . shall be construed to preclude the court from, sua sponte, taking any action or making any determination necessary or appropriate to enforce or implement court orders or rules . . . . 11 U.S.C. 105(a). 19. Substantially identical procedures for compensating and reimbursing court-

approved professionals have been established in other chapter 11 cases of similar size and complexity. Such procedures are necessary, inter alia, to avoid having professionals indirectly

fund the reorganization case. In re International Horizons, Inc., 10 B.R. 895, 897 (Bankr. D. Ga. 1981) (court established procedures for monthly interim compensation). Appropriate factors to consider include the size of [the] reorganization, the complexity of the issues included, and the time required on the part of attorneys for the debtors in providing services necessary to achieve a successful reorganization of the debtors. Id. Additional considerations, already highlighted above, include the ability to (i) closely monitor professional fees and expenses and (ii) payment of such fees in a manner that is not disruptive to a debtors cash flow and cash management. 20. Accordingly, the Debtors submit that the Interim Fee Payment Procedures are

appropriate considering the factors set forth above and the specific circumstances of these cases. Moreover, the Interim Fee Payment Procedures are appropriate and consistent with interim compensation procedures established in other cases in this District. Accordingly, the Debtors submit that the relief requested herein is in the best interest of the Debtors, their estates and creditors, and therefore should be granted. NOTICE 21. No examiner, or creditors committee has been appointed in these chapter 11

cases. Notice of this Motion has been given to: (a) the United States Trustee for the District of Delaware, (b) the Debtors twenty largest unsecured creditors, and (c) the DIP Lender, IP Co. LLC. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is required.

WHEREFORE, the Debtors respectfully request the Court enter an order, substantially in the form attached hereto, approving the foregoing Interim Fee Payment Procedures and granting the Debtors such other and further relief as the Court deems just and proper.

Dated: March 20, 2012

Respectfully submitted, BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP By: /s/ Raymond H. Lemisch Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com - and Kari Coniglio, Esquire (OH 0081463) 200 Public Square 2300 BP Tower Cleveland, OH 44114 (216) 363-4500 (216) 363-4588 kconiglio@beneschlaw.com Proposed Counsel for FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession

10

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al.,
1

Debtors.

) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Joint Administration Pending) Re: Docket No. ______

ORDER AUTHORIZING AND ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES TO PROFESSIONALS PURSUANT TO SECTIONS 105(A) AND 331 OF THE BANKRUPTCY CODE Upon the motion of FastShip, Inc. (FSI), FastShip Atlantic, Inc. (FSA) and Thornycroft, Giles & Co., Inc. (TGC, together with FSI and FSA, the Debtors and each individually, a Debtor), debtors and debtors in possession, pursuant to sections 105(a) and 331 of Title 11 of the United States Code (the Bankruptcy Code) for entry of an order authorizing and establishing procedures for interim payment of compensation and reimbursement of expenses to professionals retained in these cases (the Motion); the Court having reviewed the Motion, and having heard the statements of counsel for the Debtors in support thereof and the relief requested therein; and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, and it appearing that sections 105(a), 331, 327 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-1 provide the statutory bases supporting the Motion, and it appearing that this matter is a core proceeding under 28 U.S.C. 157(b); and it appearing that the Motion is in the best interests of the Debtors, their estates and creditors, and adequate notice of the Motion and opportunity for objection having been given; and it appearing

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

that no other notice need be given; and after due deliberation and sufficient cause therefore, it is hereby: ORDERED that the Motion is GRANTED; and it is further ORDERED that except as otherwise provided in an order of the Court authorizing the retention of a particular Professional2, that Professionals may submit requests and applications for, and the Debtors may pay the Professionals, interim compensation and reimbursement of expenses for services rendered and expenses incurred in this case in accordance with and subject to the following Interim Fee Payment Procedures: a. On or before the 25th day of each month following the month for which compensation is sought, beginning with April 2012, each Professional seeking interim compensation under these Interim Fee Payment Procedures shall file with the Court an application (the Monthly Fee Application), pursuant to section 331 of the Bankruptcy Code, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the immediately preceding month (the Compensation Period) and serve a copy of such Monthly Fee Application on: (a) Debtors, 1608 Walnut Street, Suite 501, Philadelphia, PA 19103; (b) counsel for the Debtors, Raymond H. Lemisch, Esq., Benesch Friedlander Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, DE 19801; (c) counsel for the Committee (if any); (d) the lender, IP Co. LLC, c/o Donald E. Stout, Esq., Antonelli, Terry, Stout & Kraus, LLP, Suite 1800, 1300 North Seventeenth Street, Arlington, VA 22209; and (e) Office of the United States Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801 (the Notice Parties). All Monthly Fee Applications shall comply with the Bankruptcy Code, Bankruptcy Rules, applicable Third Circuit law, and the Local Rules of this Court. b. Each Notice Party receiving a Monthly Fee Application will have fifteen (15) days after the date of service thereof to review the Monthly Fee Application and serve an objection, if any, thereto. At the expiration of the Objection Deadline, if no objections have been raised, the Professional or the Debtors shall file a certificate of no objection with the Court, after which the Debtors shall be authorized to pay such Professional eighty percent (80%) of the fees and one hundred percent (100%) of the expense
2 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

reimbursements requested in the Monthly Fee Application (the Maximum Interim Payment). c. In the event that a Notice Party has an objection to the compensation or reimbursement sought in a particular Monthly Fee Application, such objecting party shall, on or before the applicable Objection Deadline, serve upon the Professional whose statement is objected to, and except to the extent duplicative of the foregoing clause, the other persons designated to receive the Monthly Fee Applications in subparagraph (a) above, a written objection thereto, together with a complete description and statement setting forth the precise nature of the objection and the amount at issue. Any such Objection shall identify with specificity the objectionable fees and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such objection. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution within 20 days of service of the Objection, the affected Professional may either (i) file a response to the Objection with the Court, together with a request for payment of the difference between the Maximum Interim Payment and the Alternative Minimum Payment (as defined below) made to the affected Professional (the Incremental Amount); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the parties. d. If a party files an Objection to a Monthly Fee Application of one of the Professionals as set forth above, and the Objection is directed to a portion of a Monthly Fee Application (less than 100% of the fees and expenses), the affected Professional or the Debtors may file with the Court a certification of no objection that specifies the amount of fees and the amount of expenses to which no objection has been raised and after that certificate of no objection has been filed, the Debtors are authorized to pay 80 percent of the fees and 100 percent of the expenses not subject to an objection pursuant to paragraph (c) above (the Alternative Minimum Payment). e. If a Monthly Fee Application of any Professional exceeds the maximum amount allocated to such Professional under any budget approved by the Court in connection with the DIP Financing (a Budget), such maximum amount being calculated after applying any applicable roll-forward credit balances from prior periods under such Professionals allocation in the Budget, the Debtors shall not pay any such excess amount unless and until the Court enters an order authorizing payment of such excess amount pursuant to the affected Professionals Interim Fee Application (defined below).

f. The first Monthly Fee Applications shall be due on or before April 25, 2012 and may include fees and expenses from the Petition Date through and including March 31, 2012. g. Professionals submitting Monthly Fee Applications shall not be required to deduct the amount of any security retainers paid from the compensation requested. h. These Interim Fee Payment Procedures shall not waive any statutory requirements of the Professionals to obtain interim and final orders of the Court approving their compensation, all amounts paid or reimbursed hereunder remaining expressly subject to the Courts authority to disgorge any such amounts pending final allowance by the Court. i. Every three months each of the Professionals shall file with the Court and serve on the Notice Parties, an application for interim Court approval and allowance of compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during such three-month period (individually, an Interim Fee Application, and collectively, Interim Fee Applications), in accordance with Bankruptcy Code section 331 and further orders of the Court. Such Interim Fee Applications shall be filed and served no later than the 30th day following the last day of the compensation period for which compensation is sought. The Interim Fee Application must identify the Monthly Fee Applications that are the subject of the Interim Fee Application Request and any other information requested by the Court or required by the local rules. The Interim Fee Application shall be filed with the Court and served on the Notice Parties within 30 days after the end of the interim fee period for which the request seeks allowance of fees and reimbursement of expenses. The first Interim Fee Application should cover the interim fee period from the Petition Date through June 30, 2012. j. Pursuant to further Orders of the Court, hearings on Interim Fee Applications may be consolidated at periodic omnibus hearings as reasonably necessary to conserve the estates resources and ensure judicial economy. The Debtors shall request a hearing on the pending Interim Fee Applications at least every six months; however, the Debtors may request that a hearing be held every three months or at such other intervals as the Court deems appropriate. k. All Interim Fee Applications shall comply with the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the guidelines of the Office of the UST and the Local Rules of the Court. l. The payment of any compensation pursuant to a Monthly Fee Application, as set forth herein, shall not prejudice the rights of any parties in interest

from objecting to, or responding to any objection to, any Interim Fee Application or final fee application under Bankruptcy Code section 330. m. The pendency of an Objection to payment of compensation or reimbursement of expenses shall not disqualify a Professional from the future payment of compensation or reimbursement of expenses pursuant to the Interim Fee Payment Procedures; and it is further ORDERED that service of the Monthly Fee Application, the Interim Fee Application, final fee applications, and hearing notices is approved as follows: (i) the Notice Parties shall be entitled to receive the Monthly Fee Applications, Interim Fee Applications, final fee applications, and notices of any hearing thereon and (ii) the parties in interest requesting notice pursuant to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Applications and final fee applications and hearing notices and thereon. 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 Federal Rules of Bankruptcy Procedure and the Local Rules of this Court; and it is further ORDERED that all time periods referenced in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a); and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from this Order.

Dated: Wilmington, DE ____________, 2012

______________________________________ HONORABLE BRENDAN L. SHANNON, United States Bankruptcy Judge

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