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2024-08-21 Debtors App - Benjamin Carson (Doc 49)Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered Objection Deadline: September 4, 2024 Hearing Date: September 11, 2024 In re: SilverRock Development Company, et al., Debtors.' DEBTORS' APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF LAW OFFICES OF BENJAMIN M. CARSON, P.C. AS CO -COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE AS OF THE PETITION DATE The above -captioned debtors and debtors in possession (each, a "Debtor" and, collectively, the "Debtors") submit this application (this "Application") for entry of an order, substantially in the form attached hereto as Exhibit A (the "Proposed Order"), pursuant to sections 327(a) and 330 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the `Bankruptcy Rules"), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), authorizing the retention and employment of Law Offices of Benjamin M. Carson, P.0 ("Firm") as the Debtors' co -counsel as of the Petition Date (as defined below). In support of this Application, the Debtors rely upon (a) the declaration of Benjamin M. Carson (the "Carson Declaration"), attached hereto as Exhibit B, and the statement of Firm pursuant to Local Rule of Bankruptcy Procedure 2016-1, attached hereto as Exhibit C (b) the declaration of Victor A. Vilaplana (the "Vilaplana Declaration"), attached hereto as Exhibit D and (c) the declaration of The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 1 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 2 of 10 Douglas Wilson (the "Wilson Declaration"), attached hereto as Exhibit E, and respectfully state as follows: I. JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the District of Delaware (the "Court") has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012 (the "Amended Standing Order"). Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final judgment or order with respect to this Application if it is determined that the Court would lack Article III jurisdiction to enter such final judgment or order absent consent of the parties. 2. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief requested herein are sections 327(a) and 330 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1. II. BACKGROUND 4. On August 5, 2024 (the "Petition Date"), the Debtors each commenced with the Court a voluntary case (the "Chapter 11 Cases") under the Bankruptcy Code. The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 5. As of the date of this Application, the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee") has not appointed an official committee of unsecured creditors, and no trustee or examiner has been appointed in the Chapter 11 Cases. 6. The factual background regarding the Debtors, including their business operations, capital and debt structure, and the events leading to the filing of these Chapter L1 Cases, is set forth in more detail in the Declaration of Robert S. Green, Jr. in Support of the 2 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 3 of 10 Debtors' Chapter 11 Petitions and First Day Pleadings [Docket No. 13] (the "First Day Declaration").2 III. RELIEF REQUESTED 7. By this Application, the Debtors seek authority to retain and employ First as their co- counsel in connection with the prosecution of these Chapter 11 Cases in accordance with the terms and conditions set forth in the Chapter 11 Fee Agreement, dated July 31, 2024 (as amended, the "Agreement"), attached as Appendix 1 to the Proposed Order. The Debtors request that the Court approve the retention of Firm as co -counsel to perform the extensive legal services that will be required during these Chapter 11 Cases. IV. BASIS FOR RELIEF A. Firm's Qualifications 8. The Debtors seek to retain Firm, in part, because of its recognized expertise and extensive experience in business reorganizations, debtor protection, creditors' rights, and the administration of cases under chapter 11 of the Bankruptcy Code. 9. Attorney Benjamin M. Carson, Firm's principal, and Victor A. Vilaplana, a partner at Practus LLP, whom Firm has hired as Senior Counsel, will provide the services specified in this Application. The relationship between Mr. Carson and Mr. Vilaplana is that of independent co -counsel, each working for and owing their professional loyalties and duties exclusively to the Debtor estates. Consistent with this, Messrs. Carson and Vilaplana will diligently and conscientiously take all appropriate steps to avoid duplication of efforts, redundancy of tasks, and inefficiencies in execution. Mr. Vilaplana will be primarily responsible, given his knowledge and depth of experience, as Senior Counsel on the Debtors' legal team for 2 Capitalized terms not otherwise defined shall have the meaning ascribed in the First Day Declaration. 3 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 4 of 10 case strategy, plan negotiation, plan formulation, plan confirmation, and such other matters as may arise du ring these cases that are considered to be appropriate for his handling. Mr. Carson will provide support to all these efforts as well as provide the Debtors with his professional judgment in order to guide these Chapter 11 Cases to a successful conclusion. 10. Mr. Vilaplana and Mr. Carson recognize these Chapter 11 Cases are complex and involve substantial creditors. The Debtors' legal team will be lean but capable of dealing with the myriad of issues that will likely arise. The team is committed to handling all legal matters in a manner that avoids unnecessary or excessive legal costs to the Debtors' estates. 11. Messrs. Carson and Vilaplana are familiar with the Debtors' businesses and financial affairs. Firm was previously retained by one or more of the Debtors in May of 2024 to provide certain restructuring -related guidance. As a result, Messrs. Carson and Vilaplana have worked closely with the Debtors' management and other professionals and become well acquainted with the Debtors' history, business operations, capital and corporate structure, and related matters. Moreover, Firm has become familiar with many of the potential legal issues that may arise in the context of these Chapter 11 Cases. Accordingly, Firm has developed substantial knowledge regarding the Debtors that will result in effective and efficient services in these Chapter 11 Cases. 12. Because Firm is qualified and intimately familiar with both the Debtors' businesses and the many legal issues that must be resolved herein, the Debtors believe that Firm is both well qualified and uniquely able to represent the Debtors here. Accordingly, the Debtors submit that Firm should be retained as bankruptcy counsel in order to assure a prompt and successful conclusion to these Chapter 11 Cases. 4 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 5 of 10 B. Services to Be Provided 13. Subject to further order of the Court, and consistent with the Agreement, the Debtors request the retention and employment of Firm to render, among other things, the following legal services: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on their conduct during these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with any postpetition financing; g• advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of any disclosure statement and confirmation of any chapter 11 plan and all documents related thereto; and J• performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. 14. Firm has stated its desire and willingness to continue to act as counsel to the Debtors, and to render the necessary professional services required in connection therewith. 5 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 6 of 10 Moreover, the retention and employment of Firm as counsel would prevent the Debtors' estates from incurring the unnecessary cost of employing a new firm to essentially repeat work previously done by Firm. Accordingly, the employment and retention of Firm as counsel is in the best interest of the Debtors and their estates and should be approved. C. Professional Compensation 15. Firm intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with these Chapter 11 Cases, subject to the Court's approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. Firm's applications for professional compensation will include the separate compensation requests of both Mr. Carson and Mr. Vilaplana. The hourly rates and corresponding rate structure Firm will use in these Chapter 11 Cases are the same as the hourly rates and corresponding rate structure that Firm uses in other restructuring matters, as well as similar complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such restructuring and other complex matters typically are national in scope and involve great complexity, high stakes, and severe time pressures. 16. Firm's current hourly rates for matters related to these Chapter 11 Cases range as follows: Victor A. Vilaplana, Esq. will act as Senior Counsel for Debtors in these Chapter 11 Cases. Benjamin M. Carson, Esq. will act as Attorney for Debtors in these Chapter 11 Cases. 6 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 7 of 10 17. Firm's hourly rates are set at a level designed to compensate Firm fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions. 18. The rate structure provided by Firm is appropriate and not significantly different from (a) the rates that Firm charges for other similar types of representations or (b) the rates that other comparable counsel would charge to do work substantially similar to the work Firm will perform in these Chapter 11 Cases. 19. The Debtors shall reimburse Firm, upon receipt of periodic billings, for all reasonable and necessary expenses incurred in connection with these Chapter 11 Cases, including, but not limited to, postage, overnight mail, courier delivery, transportation, overtime expenses, computer -assisted legal research, photocopying, airfare, meals, and lodging. D. Compensation Received by Firm 20. Per the terms of the Agreement, the Debtors paid Firm $150,000 on August 5, 2024, prior to the filing of these Chapter 11 Cases (the "Retainer"). 21. Firm allocated the Retainer received before the Petition Date to time spent and expenses actually incurred before the Petition Date. This amount totaled $12,375.00. The remaining amount of the Retainer, $137,625.00, will be allocated to Firm's postpetition fees and expenses after such postpetition fees and expenses are awarded to Firm by order of the Court, including pursuant to interim compensation procedures approved by the Court, if any. Firm will not draw on the remaining Retainer balance without Court approval of any such application for compensation. 22. Pursuant to Bankruptcy Rule 2016(b) and sections 329 and 504 of the Bankruptcy Code, Firm has neither shared nor agreed to share and compensation it has received or may Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 8 of 10 receive with another party or person, other than with the Senior Counsel and Attorney associated with Firm. E. Efforts to Avoid Duplication of Services 23. By separate application, the Debtors have requested or will request that the Court approve the retention of Armstrong Teasdale LLP, as proposed co -counsel to the Debtors ("Armstrong Teasdale"). Jonathan Stemerman, Esq. will sever as Armstrong Teasdale's lead counsel for these Chapter 11 Cases. 24. The Debtors may also file applications to employ additional professionals. Firm will work closely with the Armstrong Teasdale to delineate and coordinate their respective duties to prevent duplication of services, which will greatly aid in the efficient and effective administration of these Chapter 11 Cases. F. Firm's Disinterestedness 25. To the best of the Debtors' knowledge, information and belief: a. As set forth in the Carson and Vilaplana Declarations, after each attorney carried out a conflicts search to determine whether a disabling conflict existed, each of Firm, Carson, and Vilaplana is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates and b. As set forth in the Carson and Vilaplana Declarations, after each attorney carried out a conflicts search to determine whether a disabling conflict existed, each of Firm, Carson, and Vilaplana has no connection to the Debtors, their creditors, or other parties in interest 26. Messrs. Carson and Vilaplana will review their files periodically during the pendency of these Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise in such review, Messrs. Carson and Vilaplana will use reasonable efforts to identify such further developments and will promptly file supplemental declarations, as required by Bankruptcy Rule 2014(a). 8 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 9 of 10 SUPPORTING AUTHORITY 27. The Debtors seek to retain Firm as their co -counsel pursuant to section 327(a) of the Bankruptcy Code, which provides that a debtor, subject to Court approval: [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]'s duties under this title. 11 U.S.C. § 327(a). 28. Bankruptcy Rule 2014(a) requires that an application for retention include: [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant's knowledge, all of the [firm's] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. Fed. R. Bankr. P. 2014. 29. The Debtors submit that for all the reasons stated above and in both the Carson and Vilaplana Declarations, the retention and employment of Firm as counsel to the Debtors is warranted. Messrs. Carson and Vilaplana have substantial experience in representing clients in cases involving business reorganizations, debtor protection, creditors' rights, and the administration of cases under chapter 11 of the Bankruptcy Code, in circumstances similar to those of the Debtors. Firm has represented the Debtors since May, 2024 and has gained particular knowledge regarding the Debtors' business. Further, as stated in the Carson and Vilaplana Declarations, each of Firm, Carson, and Vilaplana is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates and has no 9 Case 24-11647-MFW Doc 49 Filed 08/21/24 Page 10 of 10 connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed in the Carson Declaration. NOTICE 1. Notice of this Application has been given to the following parties or, in lieu thereof, to their counsel, if known: (a) the U.S. Trustee, and; (b) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that, in light of the nature of the relief requested, no further notice is necessary. WHEREFORE, the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as is just and proper. Dated: August 21, 2024 Respectfully Submitted, San Diego, California SilverRock Development Company, LLC (for itself and on behalf of its affiliated debtors as Debtors and Debtors in Possession) /s/Douglas Wilson Name: Douglas Wilson Title: Chief Restructuring Officer 10 Case 24-11647-MFW Doc 49-1 Filed 08/21/24 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered Objection Deadline: September 4, 2024 Hearing Date: September 11, 2024 In re: SilverRock Development Company, et al., Debtors.' NOTICE OF APPLICATION PLEASE TAKE NOTICE that, on September 11, 2024, 2024, the above -captioned debtors and debtors in possession (collectively, the "Debtors") filed the Debtors' Application for Entry of an Order Authorizing the Retention and Employment of Law Offices of Benjamin M. Carson, P.C. as Co- Counsel for the Debtors and Debtors in Possession, Effective as of the Petition Date (the "Application") with the United States Bankruptcy Court for the District of Delaware (the "Court"). PLEASE TAKE FURTHER NOTICE that any objections to the Application must be filed on or before September 4, 2024 at 4:00 p.m. (ET) (the "Objection Deadline") with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must serve a copy of the objection upon the proposed undersigned counsel to the Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE APPLICATION WILL BE HELD ON SEPTEMBER 11, 2024 at 2:00 p.m. (ET) BEFORE THE HONORABLE MARY F. WALRATH, UNITED STATES BANKRUPTCY COURT JUDGE FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 4, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT, IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR A HEARING. The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 11 Case 24-11647-MFW Doc 49-1 Filed 08/21/24 Page 2 of 2 Dated: August 21, 2024 Respectfully submitted, Wilmington Delaware /s/Jonathan M. Stemerman Jonathan M. Stemerman (No. 4510) Eric M. Sutty (No. 4007) Denisse Guevara (No. 7206) 1007 North Market Street, Third Floor Wilmington, Delaware 19801 Telephone: (302) 416-9670 jsttemerman(i atllp.com esutty�ci;atllp.com dguevara@atllp.com and Victor A. Vilaplana (Pro Hac Vice) P.O. Box 9038 La Jolla, CA 92037 Telephone: (619) 840-4130 vavilaplanaggmail.com and Benjamin M. Carson (Pro Hac Vice) 5965 Village Way STE E105 San Diego, CA 92130 Telephone: (858) 255-4529 ben@bcnjamincarson.com Proposed Counsel to the Debtors and Debtors in Possession 12 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 1 of 11 Exhibit A Proposed Order 13 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 2 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered Ref. Docket No. In re: SilverRock Development Company, et al., Debtors.' ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF LAW OFFICES OF BENJAMIN M. CARSON, P.C. AS CO- COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE AS OF THE PETITION DATE Upon the Application2 of the Debtors, for entry of an order pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1 authorizing the retention and employment of Law Offices of Benjamin M. Carson, P.C., ("Firm") as co -counsel for the Debtors, effective as of the Petition Date, all as more fully described in the Application; and this Court having reviewed the Application, the declaration of Attorney Benjamin M. Carson (the "Carson Declaration"), the declaration of Senior Counsel Victor A. Vilaplana (the "Vilaplana Declaration") and the declaration of Douglas Wilson, Chief Restructuring Officer (the "Wilson Declaration"); and this Court being satisfied, based on the representations made in the Application and the supporting declarations, that each of Firm, Carson, and Vilaplana is a "disinterested" as such term is defined in section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, and as required under Section 327(a) of the Bankruptcy Code, and that each of Firm, Carson, and Vilaplana represents no interest adverse The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application. 14 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 3 of 11 to the Debtors' estates with respect to the matters upon which it is to be engaged; and it appearing that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that venue of the Chapter 11 Cases and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b); and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and it appearing that proper and adequate notice of the Application has been given and that no other or further notice is necessary; and a hearing having been held to consider the relief requested in the Application, as applicable; and upon the record of the hearing, if any, and all of the proceedings had before this Court; and this Court having found and determined that the relief sought in the Application is in the best interests of the Debtors, their estates, their creditors and all other parties in interest; and this Court having found the legal and factual bases set forth in the Application have established just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT, 1. The Application is GRANTED to the extent provided herein. 2. Pursuant to section 327(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1, the Debtors are authorized to employ and retain Firm as their co - counsel in these Chapter 11 Cases as of the Petition Date in accordance with the terms and conditions set forth in the Chapter 11 Fee Agreement (as amended, the "Agreement"), attached hereto as Appendix 1. 3. Firm is authorized to render professional services to the Debtors as described in the Application and the Agreement. Specifically, but without limitation, Firm will render the following services, among others: 15 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 4 of 11 a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on their conduct during these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining any postpetition financing; g• advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of any disclosure statement and confirmation of any chapter 11 plan and all documents related thereto; and J. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. 4. Firm shall apply for compensation of professional services and reimbursement of expenses incurred in connection with the Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and the applicable provisions of the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. 16 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 5 of 11 5. After reconciliation of any unpaid prepetition fees and expenses with the retainer held by Firm, Firm shall apply any remaining amounts of the retainer toward postpetition fees and expenses after such postpetition fees and expenses are allowed against the Debtors' estates, including pursuant to any interim compensation procedures approved by this Court, until the remaining amount of such retainer is exhausted. 6. To the extent the Application is inconsistent with this Order, the terms of this Order shall govern. 7. The Debtors and Firm are authorized to take all action necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 8. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 9. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. 17 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 6 of 11 Appendix 1 Chapter 11 Fee Agreement 18 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 7 of 11 LAW OFFICES OF BENJAMIN M. CARSON, P.C. 5965 Village Way, STE E 105 San Diego, CA 92130 E-Mail: ben(cc>benjamincarsonlaw.com 858-255-4529 Chapter 11 Fee Agreement The undersigned, SilverRock Development Company LLC, SilverRock Phase I, LLC, SilverRock Lodging, LLC, SilverRock Luxury Residences, LLC, SilverRock Lifestyle Residences, LLC, and RGC PA 789, LLC (collectively the "Clients," or individually "Client"), hereby retain and employ the Law Offices of Benjamin M. Carson, P.C. ("Firm") to represent them in a cases to be filed under Chapter 11 of the Bankruptcy Code (collectively, the "Case") The legal services to be provided by Firm are as follows: 1. Counseling for the pre -bankruptcy filing period. 2. Preparation of a Chapter 11 Petition, Statement of Affairs, and Schedules. 3. Assisting with preparation for the Initial Debtor's Interview and First Meeting of Creditors and with preparing monthly operating reports. 4. Assisting in preparing any pleadings to effectuate approval of a disclosure statement and confirmation of a plan of reorganization. 5. Preparation of pleadings responding to any motion for relief from stay or other adverse action filed by any creditor during the administration of the Case. 6. Assisting with such other matters requested by the Client that are related to the Case. In consideration of the legal services to be provided to Clients, Clients agrees to pay all fees prior to the filing of the bankruptcy petition and all fees as billed and approved by the Bankruptcy Court. Firm, with the Court's approval, may withdraw from this Chapter 11 matter and terminate this agreement if Clients fail to pay fees in a timely manner. Attorney Benjamin M. Carson ("Carson") will be billed at $375 per hour, while Senior Counsel Victor A. Vilaplana ("Vilaplana"), of Practus, LLP, will be billed at $650 per hour. Carson and Vilaplana will jointly provide the services described herein. Invoices will be sent separately to each Client. Firm shall retain Vilaplana to act as senior counsel in the Case. Both Carson and Vilaplana shall obtain Bankruptcy Court approval for this engagement. A $150,00.0 retainer to pay both the fees of Cars n and Vilaplana and costs related to the Case that are incurred by Firm is required to file. Clients will be responsible for paying 1 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 8 of 11 the retainer amount pro rata. The retainer will be deposited into Firm's Client Trust Account and be segregated by Client. The Retainer will be used to pay pre -petition fees incurred by Carson and Vilaplana. Post -petition fees billed by Carson or Vilaplana will be withdrawn from the Trust Account only upon approval of the Bankruptcy Court. It is understood and agreed by Clients that Clients have not retained Firm for any matter not covered by this agreement. In the event Clients and Firm reach an agreement that Firm will represent Clients in any matter not covered by this agreement, Clients understand that any such legal services will be in addition to those described above, will be billed to Clients separately and will require Bankruptcy Court approval. Clients further agree and understands the following: i) While Carson and Vilaplana will, to the best of their ability, perform the services described herein, nothing in this agreement and nothing in Carson or Vilaplana's statements to Clients will be construed as a promise or guarantee about the outcome of the matters relating to the services provided. Neither Carson nor Vilaplana makes such promises or guarantees. There can be no assurance that Clients will save any sum or sums in the matters relating to Firm's services provided. Carson or Vilaplana's comments about the outcome of the related matters are expressions of opinion only. Clients acknowledge that Carson and Vilaplana have made no promises or guarantees about the outcome. ii) Clients have provided and will provide Firm with true and correct information to be used for preparation of all bankruptcy schedules and other pleadings to be filed in this Case. iii) Firm or Clients may terminate this agreement at any time and for any reason, with or without cause, so long as the termination or withdrawal complies with applicable laws and applicable judicial rulings. Any dispute pursuant to this agreement will be resolved at the sole discretion of the Bankruptcy Court. iv) The terms of this agreement may only be amended in writing, with the signed consent of both Clients and Firm, and with approval of the Bankruptcy Court. v) Clients represent that there exists no actual conflict between them. In the event such a conflict does unexpectedly arise, the Clients, with the approval of the Bankruptcy Court, agree to separately retain conflicts counsel. vi) The contents of this agreement are privileged and confidential, except in the event of a dispute between the Firm and any of the Clients, in the event of the Firm's withdrawal from representation of any of the Clients, or in the event that disclosure is required by applicable law. 2 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 9 of 11 SilverRock Development Company, LLC "Client": a Delaware limited liability company By: THE ROBERT GREEN COMPANY, a California corporation Its: Manager By: Robert S. Green, Jr., President Date: 07/26/2024 Address: 343 Fourth Ave San Diego, CA 92101 Telephone: 760-634-6543 SilverRock Phase I, LLC "Client": a Delaware limited liability company By: THE ROBERT GREEN COMPANY, a California corporation Its: Mana By: Robert S. Green, Jr., Presiden Date: 07/26/2024 Address: 343 Fourth Ave San Diego, CA 92101 Telephone: 760-634-6543 SilverRock Lodging, LLC "Client": a Delaware limited liability company By: THE ROBERT GREEN COMPANY, a California corporation Its: By: Robert S. Green, Jr., President Date: 07/26/2024 Address: 343 Fourth Ave 3 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 10 of 11 San Diego, CA 92101 Telephone: 760-634-6543 SilverRock Luxury Residences, LLC "Client": a Delaware limited liability company By: THE ROBERT GREEN COMPANY, a California corporation Its: Manager By: Ro ert . Green, Jr., Preside it Date: 07/26/2024 Address: 343 Fourth Ave San Diego, CA 92101 Telephone: 760-634-6543 SilverRock Lifestyle Residences, LLC "Client": a Delaware limited liability company By: THE ROBERT GREEN COMPANY, a California corporation Its: Manager By: Robert S. Green, Jr., Presideit Date: 07/26/2024 Address: 343 Fourth Ave San Diego, CA 92101 Telephone: 760-634-6543 RGC PA 789, LLC "Client": a Delaware limited liability company By: THE ROBERT GREEN COMPANY, a California corporation Its: Manage By: 4 Case 24-11647-MFW Doc 49-2 Filed 08/21/24 Page 11 of 11 Robert S. Green, Jr., President Date: 07/26/2024 Address: 343 Fourth Ave San Diego, CA 92101 Telephone: 760-634-6543 Benjamin M. Carson, "Carson": Signature• /s/ Benjamin M. Carson Date: 7/31/2024 Victor A. Vilaplana, "Vilaplana": Signature. /s/ Victor A. Vilaplana Date: 7/31/2024 5 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 1 of 37 Exhibit B Carson Declaration 19 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 2 of 37 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered In re: SilverRock Development Company, et al., Debtors.' DECLARATION OF BENJAMIN M. CARSON IN SUPPORT OF DEBTORS' APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF LAW OFFICES OF BENJAMIN M. CARSON, P.C. AS CO - COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE AS OF THE PETITION DATE Benjamin M. Carson makes this declaration under 28 U.S.C. § 1746: 1. I am attorney and principal in the law firm of Law Offices of Benjamin M. Carson, P.C. ("Firm"), located at 5965 Village Way, STE E105, San Diego CA 92130. I am a member in good standing of the Bar of the State of California. There are no disciplinary proceedings pending against me. 2. I submit this declaration (this "Declaration"), pursuant to Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and section 329 of title 11 of the United States Code (the "Bankruptcy Code"), in support of the Debtors' Application for Entry of an Order Authorizing the Retention and Employment of Law Offices of Benjamin M. Carson, P.C. as Co- Counsel for the Debtors and Debtors in Possession, Effective as of the Petition Date (the "Application").2 Unless otherwise stated in this Declaration, I have personal The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 2 Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to them in die Retention Application 20 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 3 of 37 knowledge of the facts set forth herein. To the extent any information disclosed herein requires amendment or modification upon Firm's completion of further review, or as additional party -in - interest information becomes available, a supplemental declaration will be submitted to the Court reflecting such amended or modified information. 3. Pursuant to the Chapter 11 Fee Agreement entered into between Firm and Debtors (the "Agreement"), Firm has hired Victor A. Vilaplana of Practus, LLP to act as Senior Counsel in this case.. The relationship between Mr. Vilaplana and myself is that of independent co -counsel, each working for and owing their professional loyalties and duties exclusively to the Debtor estates. Consistent with this, Mr. Vilaplana and I will diligently and conscientiously take all appropriate steps to avoid duplication of efforts, redundancy of tasks, and inefficiencies in execution. Mr. Vilaplana will be primarily responsible, given his knowledge and depth of experience, as Senior Counsel on the Debtors' legal team for case strategy, plan negotiation, plan formulation, plan confirmation, and such other matters as may arise du ring these cases that are considered to be appropriate for his handling. I will provide support to all these efforts as well as provide the Debtors with his professional judgment in order to guide these Chapter 11 Cases to a successful conclusion. FIRM'S QUALIFICATIONS 4. The Debtors seek to retain Firm, in part, because of Mr. Vilaplana and my own recognized expertise and extensive experience in business reorganizations, debtor protection, creditors' rights, and the administration of cases under chapter 11 of the Bankruptcy Code. 5. Mr. Vilaplana and I are also familiar with the Debtors' businesses and financial affairs. Firm was previously retained by one or more of the Debtors in May of 2024 to provide certain restructuring -related guidance, and has since been retained by one or more of the Debtors since ally, 2024 to assist as counsel to provide further restructuring -related advic:. As a result, 21 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 4 of 37 Mr. Vilaplana and I have worked closely with the Debtors' management and other professionals and become well acquainted with the Debtors' history, business operations, capital and corporate structure, and related matters. Moreover, Mr. Vilaplana and I have become familiar with many of the potential legal issues that may arise in the context of these Chapter 11 Cases. Accordingly, Firm has developed substantial knowledge regarding the Debtors that will result in effective and efficient services in these Chapter 11 Cases. SERVICES TO BE PROVIDED 6. The Debtors have requested that Firm render services including without limitation: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on their conduct during these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and any postpetition financing; advising the Debtors in connection with any potential sale of assets; g• h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of any disclosure statement and confirmation of any chapter 11 plan and all documents related thereto; and 22 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 5 of 37 j• performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matter PROFESSIONAL COMPENSATION 7. Firm intends to apply for compensation for professional services rendered on an hourly basis and reimbursement of expenses incurred in connection with these Chapter 11 Cases, subject to the Court's approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any other applicable procedures and orders of the Court. The applications for compensation will include both Mr. Vilaplana's separate and my own request for compensation. The hourly rates and corresponding rate structure Firm will use in these Chapter 11 Cases are the same as the hourly rates and corresponding rate structure that Firm uses in other restructuring matters, as well as similar complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such restructuring and other complex matters typically are national in scope and involve great complexity, high stakes, and severe time pressures. 8. The hourly rates, subject to periodic adjustments, as set forth in the Agreement, charged by professionals associated with the Firm anticipated to be assigned to these Chapter 11 Cases are as follows: .< ame x,� pin 3 si ion C» Hourly Kati Victor A. Vilaplana Senior Counsel $650 Benjamin M. Carson Attorney $375 9. Firm's hourly rates are set at a level designed to compensate Firm fairly for the work of its attorneys and paraprofessionals -.nd to cover fixed and routine expenses. Hourly rates 23 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 6 of 37 vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions. 10. The rate structure provided by Firm is appropriate and not significantly different from (a) the rates that Firm charges for other similar types of representations or (b) the rates that other comparable counsel would charge to do work substantially similar to the work Firm will perform in these Chapter 11 Cases 11. Firm, upon receipt of periodic billings, intends to seek reimbursement for all reasonable and necessary expenses incurred in connection with these Chapter 11 Cases, including, but not limited to, postage, overnight mail, courier delivery, transportation, overtime expenses, computer -assisted legal research, photocopying, airfare, meals, and lodging. Firm will seek reimbursement for such expenses pursuant to, among other things, the Local Rules, the U.S. Trustee Guidelines, and any orders of this Court. 12. Firm will maintain detailed, contemporaneous time records and apply to the Court for payment of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any additional procedures that may be established by the Court in these Chapter 11 Cases. 13. No agreement exists, nor will any be made, to share any compensation received by Firm for services rendered to the Debtors in these Chapter 11 Cases with any entity, person, or firm, other than in accordance with sections 329 and 504(b) of the Bankruptcy Code and Bankruptcy Rule 2016(b). COMPENSATION RECEIVED BY FIRM 14. Per the terms of the Engagement Letter, the Debtors paid Firm $150,000 on Augus ; 5, 2024 (the "Retainer"). 24 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 7 of 37 15. Firm allocated the Retainer received before the Petition Date to time spent and expenses incurred before the Petition Date. To the extent that the charges for time spent and expenses incurred by Firm before the Petition Date are less than the amount of the Retainer that Firm allocated before the Petition Date, any remaining amount of the Retainer will be allocated to Firm's postpetition fees and expenses after such postpetition fees and expenses are awarded to Firm by order of the Court, including pursuant to interim compensation procedures approved by the Court, if any. Firm will not draw on the remaining Retainer balance without Court approval of any such application for compensation. FIRM'S DISINTERESTEDNESS 16. I operate a solo practice and am the only member of Firm. To my knowledge, I do not, insofar as I have been able to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest herein, or their respective attorneys except as set forth herein and as described in the Application. 17. To my knowledge, Firm does not represent or hold any interest adverse to the Debtors or their estates with respect to the matters on which it is to be engaged. 18. In connection with its proposed retention by the Debtors in these Chapter 11 Cases, I undertook to determine whether Firm had any conflicts or other relationships that might cause them not to be disinterested or to hold or represent an interest adverse to the Debtors. To the best of my knowledge, no such conflicts or relationship exist. 19. Based on the conflicts search I conducted to date, which includes all the potential parties in interest provided in Schedule 1, attached hereto, to the best of my knowledge, Firm does not have any connection with the Debtors, their creditors, or any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, any person employed by the U.S. 25 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 8 of 37 Trustee, or any Bankruptcy Judge currently serving on the United States Bankruptcy Court for the District of Delaware. 20. I will review Firm's files periodically during the pendency of these Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, I will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a). 21. In the event that Firm's representation of the Debtors in connection with any matter in these Chapter 11 Cases would result in it becoming adverse to a party in interest that gives rise to a professional conflict, the Debtors shall utilize or retain separate counsel to represent their interests with respect to such matter against such party. AFFIRMATIVE STATEMENT REGARDING DISINTERESTEDNESS 22. Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) Firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estate and (b) Firm has no material connection to the Debtors, their creditors, or other parties in interest. COORDINATION WITH ARMSTRONG TEASEDALE 23. By separate application, the Debtors have requested or will request the Court to approve the retention of local Delaware counsel, Armstrong Teasdale LLP. 24. Firm has been working with Armstrong Teasdale in connection with preparations for the filing of these Chapter 11 Cases. 25. Firm will work closely with Armstrong Teasdale to carefully monitor and coordnate the efforts of all such professionals and will delineate and coordinate their respective duties so as to prevent duplication of services whenever possible. 26 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 9 of 37 ATTORNEY STATEMENT PURSUANT TO FEE GUIDELINES 26. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: The Agreement does not contain any variations from the Firm's standard billing arrangements. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments or discounts offered during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Firm's rates for timekeepers for its prepetition engagement on this matter were $650 for Senior Counsel and $375 for Attorney. Firm has not increased the hourly rates it has charged the Debtors throughout its engagement with the Debtors. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Debtors have approved or will be approving a prospective budget for Firm's engagement for the post -petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. 27. The foregoing constitutes the statement of Firm pursuant to sections 327(a), 329, and 504 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b), and Local Rule 2014- 1. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: August 21, 2024 LAW OFFICES OF BENJAMIN M. CARSON, P.C. /s/Benjamin M. Carson Benjamin M. Carson, Attorney and Principal 27 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 10 of 37 Schedule 1 Potential Parties in Interest List Debtors SilverRock Development Corporation LLC SilverRock Phase I, LLC SilverRock Lodging, LLC SilverRock Luxury Residences, LLC SilverRock Lifestyle Residences LLC RGC PA 789, LLC Non -Debtor Affiliates Robert Green Company Current and Former Officers Robert S. Green, Jr. Fred Schuster Douglas Wilson Douglas Wilson Companies Bankruptcy Professionals Amrstrong Teasdale, LLP Jonathan Potential Secured Creditors Poppy Bank Cypress Point Holdings, LLC CMG Financial RD Olson Construction, Inc. Granite Construction Company Axia Talus LLC George Heuser SVR Capital Trust (BJ Delzer) Jon and Linda Kurtin Ken Green Family Trust Larry Duclos Bryan Holker Diane Cimarusti Claire Fruhwirth 2014 Trust Jason Parr Jon Fredricks David Mack Kevin and Lindy Welk Larry Welk Eric Leitstein Susan Hoehn Ritch Goetz Stemerman Diane Michael Girello Christine Benjamin Nyanquoi Jane Leamy Jonathan Lipshie Hannah M. McCollum Jonathan James R. Linda Richard Schepacarter Edith A. Rosa Elizabeth Dion Wynn Giordano Green Hackman Jones Nyaku O'Malley Richenderfer Serrano Sierra -Fox Thomas Top 20 Unsecured Creditors Imperial Irrigation District City of La Quinta Manatt, Phelps & Phillips First Insurance Funding Southern California Gas Company IOA Insurance Services Montage International Crosbie Gliner Schiffman Southard & Swans Jacobsson Engineering Construction Inc Project Dynamics, Inc BAR Architects Williams Scotsman Caldarelli Hejmanowski BMP Contractors Inc Sunrise Golf Construction SMDM, LLC DLA Piper LLP NV5, Inc Lieef Real Estate Energy Partners Mobile Modular Coachella Valley Water District Magnus Blue LLP Burton Landscape Architecture 28 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 11 of 37 Parekh Family Trust (Sumeet), Jeff McCoy Naveen Yalamanchi George Heuser Eric Beranek Young Holdings Dan Kloiber Other Potential Creditors and Contract Counterparties 10 Gauge Sheet Metal 20/20 Plumbing & Heating Inc. Aces Construction Clean Up Al Miller & Sons Roofing Co, Inc. AMS Connect Andrew Lauren Interiors, Inc. ASSA ABLOY Global Solutions, Inc. BAR Architects Bay City Electric Works Bill and Susan Hoehn Family Trust Billings Realty, LLC BMP Contractors Inc. Burrtec Waste & Recycling - See RGR Inland Contractors Inc. Inland Valley Sladden, Inc. Interior Specialists Inc (now ILG) IOA Insurance Services IRAR Trust FBO Bryan D Holker Jacobsson Eng. Const. Inc. Caldarelli Hejmanowski California Barricade, Inc. California Builder Services CAPO Building Specialties Castillo & Ruig Communications LLC CBRE, Inc. CDR Dry Utilities Cecilian Partners, Inc. Century & Superior Ready Mix (joint) Century West Concrete Inc. Cislo & Thomas LLP Claire Fruhwirth Trust Claybrook Distribution, LLC Coachella Horse Park, LLC Cogency Global Comtron Systems Inc Const. Testing & Eng/Team UES Construction Loan Services II, LLC CSC Deans & Homer DeLageLanden Financial Services Department of Motor Vehicles Development Solutions & Svcs Diamond Environmental Services, LP 29 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 12 of 37 Jason Parr JMBM LLP John Deere Financial Jonathan P. Fredricks Kloiber Real Estate Holdings, LLC Koolfog, Inc. Kurtin Family Trust La Quinta Realty Properties, LLC Lendrum Fine Art, Inc. Liberty Mutual Insurance Lieef Real Estate Energy Partners Liquid Gold Dust Control Little Consulting Group, Inc. LTMDP Living Family Trust M&J Grading Services, Inc. Mack Revocable Trust Maria & Ben's Cleaning Services Marlin Capital Solutions McCoy Revocable Trust No. 92 MDoors, Inc. Michael Baker International MLN Partners, LLC Mobile Modular Montage International Diane Cimarusti DPFG, LLC Duane Morris LLP Duclos Family Revocable Trust EKSC Corporation EPA Eric and Hector Beranek Executive Landscape, Inc. First Insurance Funding Ford Motor Credit Foster and Sons Termite and Pest Control Franchise Tax Board Gensler Global Geo-Engineering, Inc. Gouvis Engineering Consulting Group Inc. Granite Construction Company H&E Equipment Services, Inc. HEITEC Herc Rentals Inc. Hill Crane Service, Inc. Imerza, LLC RGC Santa Barbara Hotel, LLC Riverside County Treasurer Robert Green Residential, Inc. 30 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 13 of 37 MSA Consulting, Inc. NP Mechanical Inc. NV5, Inc. Officel Oppenheimer & Co Inc. Pacific Lightwave - See RGR Pavilion PIanIT Print Works Platinum Filings Power Plus Procore Technologies, Inc. Project Dynamics, Inc. RAF Pacifica Loan Opportunity Fund I, LLC The Arnold Fishman Revocable Trust RB Consulting Engineering (now Enginova) RD Olson Construction, Inc. Rowan Electric SilverRock Resort Investment M, LLC SilverRock Resort Investment, LLC SMDM, LLC South Coast AQMD Southern CA Regional Center, LLC Southern California Gas Company Sparkletts Spartan Concrete & Asphalt Cutting, Inc. SSS Fence Sunrise Golf Construction SVR Capital Trust SWRCB Taylor Underground, Inc. Temp Power Systems Teserra The Planning & Zoning Traub Family Revocable Trust Trimont Real Estate Advisors, LLC Ultimate Communication Sys. United Production Framing, LLC URSA General Building, Inc. US Legal Support, Inc. Valley Office Equipment 31 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 14 of 37 Williams Scotsman YH-MCSV Fund I, LLC 32 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 15 of 37 Exhibit C Rule 2016 Statement 33 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 16 of 37 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered In re: SilverRock Development Company, et al., Debtors.3 STATEMENT OF LAW OFFICES OF BENJAMIN M. CARSON, P.C. PURSUANT TO 11 U.S.C. 329, FED. R. BANKR. 2016, AND DEL. BANKR. L.R. 2016-1 Law Offices of Benjamin M. Carson, P.C. ("Firm"), pursuant to section 329 of Title 11 of the United States Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure, and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, respectfully states as follows: 1. Firm is the proposed bankruptcy co -counsel for the above -captioned debtors and debtors in possession (the "Debtors") in these Chapter 11 Cases. Firm is hiring Victor A. Vilaplana ("Senior Counsel") of Practus LLP to act as Debtors' independent co -counsel with Firm in accordance with the description provided in the Application and Agreement. 2. This Statement is made and submitted in connection with the Debtors' Application for Entry of an Order Under 11 U.S.C. §5C 327(a), 328(a), and 1107(b), Fed. R. Bankr. P. 2014 and 2016, and Del. Bankr. L.R. 2014-1 and 2016-1, Authorizing Retention and Employment of Law Offices of Benjamin M. Carson, P.C. as Bankruptcy Co -Counsel for the Debtors, Nunc Pro Tunc to the Petition Date (the "Application").4 3 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 4 Capitalized terms not defined herein are defined in the Application. 34 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 17 of 37 3. The Debtors have agreed to pay Firm for the legal services rendered or to be rendered on the Debtors' behalf by Firm and by Senior Counsel, which include those services set forth in the Application. The Debtors also have agreed to reimburse Firm for its actual and necessary expenses incurred in connection with these Chapter 11 Cases. 4. In May of 2024, Firm was retained by Debtors to provide restructuring related guidance (the "Prior Agreement"). Prior to the Petition Date, Debtors paid Firm a total of $25,000 in connection with services performed under the Prior Agreement. No further amount under the Prior Agreement is owed. In connection with these Chapter 11 Cases, Firm was retained by the Debtors under an advance payment retainer pursuant to a Chapter 11 Fee Agreement executed by the Debtors on July 31, 2024 (the "Agreement"). 11. In the ninety days before the Petition Date, Firm received the following payments from the Debtors: Type of Transaction Invoice Date Invoice Amount Advance Date Payment Amount Advance Balance Invoice May 22, 2024 $15,000 N/A $15,000 N/A Invoice July 23, 2024 $10,000 N/A $10,000 N/A Advance N/A N/A August 5, 2024 $150,000 $150,000 Invoice August 5, 2025 $12,375 N/A $12,375 $137,625 5. On August 5, 2024, prior to the time at which Debtors filed for Chapter 11 bankruptcy protection, Firm applied $12,375 (the "Final Billed Amount") against the advanced balances for fees and expenses incurred prior to the Petition Date. As a result, Firm currently holds a balance of $137,625 as an advance payment for services to be rendered and expenses to be incurred in connection with its representation of the Debtors (the "Advance Payment"). The balance of the Advance Payment will be held as a postpetition advance payment to be applied against any unpaid fees and expenses approved by the 35 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 18 of 37 Court with respect to Firm's final fee application in these cases. These fees and expenses will include both those incurred by me and by Senior Counsel. 6. Except as provided in this Declaration, Firm has not been paid any other compensation by the Debtors within the ninety days before the Petition Date, and neither Firm, Senior Counsel, nor I are creditors of the Debtors. 7. Firm, Senior Counsel, and I will comply with all of the requirements of this Court, the Bankruptcy Code and the Bankruptcy Rules with respect to fee and expense applications of professionals employed by bankruptcy estates. Firm will seek interim and final approval of payment of compensation and reimbursement of expenses in connection with these cases pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the applicable orders and Local Rules of this Court. 8. All filing fees in these Chapter 11 Cases have been paid. 9. Firm has neither shared nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, counsel and associates of Firm and Senior Counsel, or (b) any compensation another person or party has received or may receive. Dated: August 21, 2024 LAW OFFICES OF BENJAMIN M. CARSON, P.C. San Diego, CA /s/Benjamin M. Carson Benjamin M. Carson 5965 Village Way, STE E105 San Diego, CA 92130 ben@benjamincarsonlaw.com Proposed Co -Counsel to the Debtors and Debtors in Possession 36 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 19 of 37 Exhibit D (Vilaplana Declaration) 37 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 20 of 37 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered In re: SilverRock Development Company, et al., Debtors.1 DECLARATION OF VICTOR A. VILAPLANA IN SUPPORT OF DEBTORS' APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF LAW OFFICES OF BENJAMIN M. CARSON, P.C. AS CO - COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE AS OF THE PETITION DATE Victor A. Vilaplana makes this declaration under 28 U.S.C. § 1746: 1. I am partner at Practus, LLP and proposed Senior Counsel for these Chapter 11 Cases. In my capacity as Senior Counsel, I will act as bankruptcy co -counsel with the Law Offices of Benjamin M. Carson, P.C. ("Firm") and Armstrong Teasedale LLP ("Armstrong") and oversee all aspects of the Chapter 11 Cases. I am a member in good standing of the Bar of the State of California, and there are no disciplinary proceedings pending against me. 2. I submit this declaration (this "Declaration"), pursuant to Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and section 329 of title 11 of the United States Code (the "Bankruptcy Code"), in support of the Debtors' Application for Entry of an Order Authorizing the Retention and Employment of Law Offices of Benjamin M. Carson, P.C. as Co -Counsel for the Debtors and Debtors in Possession, Effective as of the Petition Date (the "Application").2 Unless otherwise stated in this Declaration, I have personal ' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 2 Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to them in the Retention Application 38 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 21 of 37 knowledge of the facts set forth herein. To the extent any information disclosed herein requires amendment or modification upon my completion of further review, or as additional party -in - interest information becomes available, a supplemental declaration will be submitted to the Court reflecting such amended or modified information. Pursuant to the Chapter 11 Fee Agreement entered into between Firm and Debtors (the "Agreement"), Firm has hired me to serve as senior counsel in this matter and oversee all aspects of these Chapter 11 Cases. The relationship between Mr. Carson and myself is that of an independent co -counsel, each working for and owing their professional loyalties and duties exclusively to the Debtor estates. Consistent with this, Mr. Carson and I will diligently and conscientiously take all appropriate steps to avoid duplication of efforts, redundancy of tasks, and inefficiencies in execution. I will be primarily responsible, given my knowledge and depth of experience, as Senior Counsel on the Debtors' legal team for case strategy, plan negotiation, plan formulation, plan confirmation, and such other matters as may arise du ring these cases that are considered to be appropriate for his handling. Mr. Carson will provide support to all these efforts as well as provide the Debtors with his professional judgment in order to guide these Chapter 11 Cases to a successful conclusion. I. MY QUALIFICATIONS AS SENIOR COUNSEL 3. The Debtors seek to retain my services, in part, because of my recognized expertise and extensive experience in business reorganizations, debtor protection, creditors' rights, and the administration of cases under chapter 11 of the Bankruptcy Code. I have extensive experience in successfully handling complex business bankruptcies, including complex real estate matters. Prior to joining Practus, I was a shareholder Foley & Lardner LLP and Sheppard, Mullin, Richter, & Hampton LLP, leading the latter as the managing partner at its San Diego office. I am also the co-editor Advanced Chapter 11 Bankruptcy Practice for the 39 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 22 of 37 American Law Institute. Attached hereto as Appendix 1 is a more thorough description of my qualifications to act as Senior Counsel in these Chapter 11 Cases. 4. I am familiar with the Debtors' businesses and financial affairs. In conjunction with Firm, I was previously retained by one or more of the Debtors in May of 2024 to provide certain restructuring -related guidance, and has since been retained by one or more of the Debtors since July 1014 to assist as counsel to provide further restructuring -related advice. I have worked closely with the Debtors' management and other professionals and become well acquainted with the Debtors' history, business operations, capital and corporate structure, and related matters. Moreover, I have become familiar with many of the potential legal issues that may arise in the context of these Chapter 11 Cases. Accordingly, I have developed substantial knowledge regarding the Debtors that, working with Firm, will result in effective and efficient services in these Chapter 11 Cases. II. SERVICES TO BE PROVIDED 5. The Debtors have requested that I, in conjunction with Firm, render services including without limitation: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on their conduct during these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; 40 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 23 of 37 e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and any postpetition financing; g• advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of any disclosure statement and confirmation of any chapter 11 plan and all documents related thereto; and J• performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters III. PROFESSIONAL COMPENSATION 6. With the Court's approval, I will be compensated for my services by Debtors via Firm, in accordance with the Chapter 11 Fee Agreement description provided in the Declaration of Benjamin M. Carson in support of the Application. IV. MY AND PRACTUS'S DISINTERESTEDNESS 7. To my knowledge, neither I, nor any member of Practus, insofar as I have been able to ascertain, has any connection with the Debtors, their creditors, or any other parties in interest herein, or their respective attorneys. 8. To my knowledge, neither I nor any member of Practus represents or holds any interest adverse to the Debtors or their estates with respect to the matters on which it is to be engaged. 9. In connection with its proposed retention by the Debtors in these Chapter 11 Cases, I undertook to determine whether they had any conflicts or other relationships that might 41 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 24 of 37 cause me not to be disinterested or to hold or represent an interest adverse to the Debtors. To the best of my knowledge, no such conflicts or relationships exist. 10. Based on the conflicts search conducted to date, to the best of my knowledge, which includes all the potential parties in interest provided in Schedule 1, attached hereto, neither I, nor Practus have any connection with the Debtors, their creditors, or any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, any person employed by the U.S. Trustee, or any Bankruptcy Judge currently serving on the United States Bankruptcy Court for the District of Delaware. 11. I will review my files periodically during the pendency of these Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, I will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a). 12. In the event that my representation of the Debtors in connection with any matter in these Chapter 11 Cases would result in it becoming adverse to a party in interest that gives rise to a professional conflict, the Debtors shall utilize or retain separate counsel to represent their interests with respect to such matter against such party. V. AFFIRMATIVE STATEMENT REGARDING DISINTERESTEDNESS 13. Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) I am a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and I do not hold or represent an interest adverse to the Debtors' estate and (b) I have no no material connection to the Debtors, their creditors, or other parties in interest. 42 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 25 of 37 14. The foregoing constitutes my pursuant to sections 327(a), 329, and 504 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b), and Local Rule 2014-1. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: August 21, 2024 PRACTUS LLP /s/ Victor A. Vilaplana Victor A. Vilaplana, Partner 43 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 26 of 37 Schedule 1 Potential Parties in Interest List Debtors SilverRock Development Corporation LLC SilverRock Phase I, LLC SilverRock Lodging, LLC SilverRock Luxury Residences, LLC SilverRock Lifestyle Residences LLC RGC PA 789, LLC Non -Debtor Affiliates Robert Green Company Current and Former Officers Robert S. Green, Jr. Fred Schuster Douglas Wilson Douglas Wilson Companies Bankruptcy Professionals Amrstrong Teasdale, LLP Jonathan Potential Secured Creditors Poppy Bank Cypress Point Holdings, LLC CMG Financial RD Olson Construction, Inc. Granite Construction Company Axia Talus LLC George Heuser SVR Capital Trust (BJ Delzer) Jon and Linda Kurtin Ken Green Family Trust Larry Duclos Bryan Holker Diane Cimarusti Claire Fruhwirth 2014 Trust Jason Parr Jon Fredricks David Mack Kevin and Lindy Welk Larry Welk Eric Leitstein Susan Hoehn Ritch Goetz Stemerman Diane Michael Girello Christine Benjamin Nyanquoi Jane Leamy Jonathan Lipshie Hannah M. McCollum Jonathan James R. Linda Richard Schepacarter Edith A. Rosa Elizabeth Dion Wynn Giordano Green Hackman Jones Nyaku O'Malley Richenderfer Serrano Sierra -Fox Thomas Top 20 Unsecured Creditors Imperial Irrigation District City of La Quinta Manatt, Phelps & Phillips First Insurance Funding Southern California Gas Company IOA Insurance Services Montage International Crosbie Gliner Schiffman Southard & Swans Jacobsson Engineering Construction Inc Project Dynamics, Inc BAR Architects Williams Scotsman Caldarelli Hejmanowski BMP Contractors Inc Sunrise Golf Construction SMDM, LLC DLA Piper LLP NV5, Inc Lieef Real Estate Energy Partners Mobile Modular Coachella Valley Water District Magnus Blue LLP Burton Landscape Architecture 44 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 27 of 37 Parekh Family Trust (Sumeet), Jeff McCoy Naveen Yalamanchi George Heuser Eric Beranek Young Holdings Dan Kloiber Other Potential Creditors and Contract Counterparties 10 Gauge Sheet Metal 20/20 Plumbing & Heating Inc. Aces Construction Clean Up Al Miller & Sons Roofing Co, Inc. AMS Connect Andrew Lauren Interiors, Inc. ASSA ABLOY Global Solutions, Inc. BAR Architects Bay City Electric Works Bill and Susan Hoehn Family Trust Billings Realty, LLC BMP Contractors Inc. Burrtec Waste & Recycling - See RGR Inland Contractors Inc. Inland Valley Sladden, Inc. Interior Specialists Inc (now ILG) IOA Insurance Services IRAR Trust FBO Bryan D Holker Jacobsson Eng. Const. Inc. Caldarelli Hejmanowski California Barricade, Inc. California Builder Services CAPO Building Specialties Castillo & Ruig Communications LLC CBRE, Inc. CDR Dry Utilities Cecilian Partners, Inc. Century & Superior Ready Mix (joint) Century West Concrete Inc. Cislo & Thomas LLP Claire Fruhwirth Trust Claybrook Distribution, LLC Coachella Horse Park, LLC Cogency Global Comtron Systems Inc Const. Testing & Eng/Team UES Construction Loan Services II, LLC CSC Deans & Homer DeLageLanden Financial Services Department of Motor Vehicles Development Solutions & Svcs Diamond Environmental Services, LP 45 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 28 of 37 Jason Parr JMBM LLP John Deere Financial Jonathan P. Fredricks Kloiber Real Estate Holdings, LLC Koolfog, Inc. Kurtin Family Trust La Quinta Realty Properties, LLC Lendrum Fine Art, Inc. Liberty Mutual Insurance Lieef Real Estate Energy Partners Liquid Gold Dust Control Little Consulting Group, Inc. LTMDP Living Family Trust M&J Grading Services, Inc. Mack Revocable Trust Maria & Ben's Cleaning Services Marlin Capital Solutions McCoy Revocable Trust No. 92 MDoors, Inc. Michael Baker International MLN Partners, LLC Mobile Modular Montage International Diane Cimarusti DPFG, LLC Duane Morris LLP Duclos Family Revocable Trust EKSC Corporation EPA Eric and Hector Beranek Executive Landscape, Inc. First Insurance Funding Ford Motor Credit Foster and Sons Termite and Pest Control Franchise Tax Board Gensler Global Geo-Engineering, Inc. Gouvis Engineering Consulting Group Inc. Granite Construction Company H&E Equipment Services, Inc. HEITEC Herc Rentals Inc. Hill Crane Service, Inc. Imerza, LLC RGC Santa Barbara Hotel, LLC Riverside County Treasurer Robert Green Residential, Inc. 46 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 29 of 37 MSA Consulting, Inc. NP Mechanical Inc. NV5, Inc. Office 1 Oppenheimer & Co Inc. Pacific Lightwave - See RGR Pavilion PIanIT Print Works Platinum Filings Power Plus Procore Technologies, Inc. Project Dynamics, Inc. RAF Pacifica Loan Opportunity Fund I, LLC The Arnold Fishman Revocable Trust RB Consulting Engineering (now Enginova) RD Olson Construction, Inc. Rowan Electric SilverRock Resort Investment M, LLC SilverRock Resort Investment, LLC SMDM, LLC South Coast AQMD Southern CA Regional Center, LLC Southern California Gas Company Sparkletts Spartan Concrete & Asphalt Cutting, Inc. SSS Fence Sunrise Golf Construction SVR Capital Trust SWRCB Taylor Underground, Inc. Temp Power Systems Teserra The Planning & Zoning Traub Family Revocable Trust Trimont Real Estate Advisors, LLC Ultimate Communication Sys. United Production Framing, LLC URSA General Building, Inc. US Legal Support, Inc. Valley Office Equipment 47 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 30 of 37 Williams Scotsman YH-MCSV Fund I, LLC 48 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 31 of 37 Appendix I (Vilaplana Resume) 49 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 32 of 37 Victor A. Vilaplana vilaplanalaw(a ,gmail.com P. 619.840.4130 Victor A. Vilaplana, a partner at Practus LLP, is a business reorganization attorney practicing bankruptcy and insolvency field in special situations. Victor focuses his practice on the handling of insolvency matters, particularly complicated business bankruptcies and international transactions. His experience includes representing businesses in multiple fields, from medical device companies to agricultural producers in chapter 11 cases. Prior to joining Practus, Victor was a shareholder of Sheppard, Mullin, Richter, & Hampton LLP, serving as managing partner at their San Diego office and then was of counsel at Foley & Lardner LLP for over 14 years. Victor has over fifty years of experience as a bankruptcy and insolvency attorney. I. THOUGHT LEADERSHIP Victor is a frequent lecturer for the California Continuing Education of the Bar, Practicing Law Institute, Law Education Institute and National Institute of Trial Advocacy and Stafford Webinars on the topics of insolvency, uniform commercial code and various U.S./Mexico related issues, such as real estate ownership, commercial law, equipment leasing and debtor/creditor relations. Victor has authored articles on the administration of multi -national bankruptcies, critical vendors, and prepackaged chapter 11 plans of reorganization. He is co-editor of Advanced Chapter 11 Bankruptcy Practice for the American Law Institute and published the article, "Restructuring Tips for Single Asset Real Estate Debtors," in the publication, Law360. II. REPRESENTATIVE EXPERIENCE • Represented the Port of San Diego in connection with insolvencies of its tenants • Represented the Organization of Parishes in the chapter 11 case of the San Diego Catholic Diocese • Represented Sotera Wireless, Inc. in its chapter 11 reorganization 50 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 33 of 37 • Represented Quantum Technologies in its chapter 11 case • Represents East Coast Foods, Inc., a multiunit fried chicken restaurant in Southern California III. RECOGNITION • Selected by his peers for inclusion in The Best Lawyers in America© in the fields of Bankruptcy and Creditor -Debtor Rights/Insolvency and Reorganization, Litigation — Bankruptcy Law (since 1993) Selected by Lawdragon as one of the 500 Leading U.S. and Global Bankruptcy and Restructuring Lawyers (2020) • Peer Review Rated as AV Preeminent®, the highest performance rating in Martindale- Hubbell® Peer Review RatingsTM • Selected for inclusion to the San Diego Super Lawyers lists (2007 — 2016) • Ranked as one of the Top 50 Lawyers in San Diego (2013 and 2016) IV. COMMUNITY ENGAGEMENT • Trustee, UC San Diego Foundation • Commissioner, San Diego Port Authority • Trustee, San Diego Children's Hospital • Vice president and director, San Diego Museum of Contemporary Art • Director, Centre City Development Corporation V. PROFESSIONAL MEMBERSHIPS • American Bar Association • American Law Institute • Fellow for the American College of Bankruptcy • Delegate to UNCITRAL on various international insolvency projects • Founding member of the International Insolvency Institute VI. EDUCATION • Stanford University (J.D., 1973) • George Washington University (M.A., with highest honors, 1970) • San Diego State University (B.A., with honors, 1968) VII. ADMISSIONS California 51 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 34 of 37 Exhibit E Wilson Declaration 52 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 35 of 37 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 24-11647 (MFW) Jointly Administered In re: SilverRock Development Company, et al., Debtors.' DECLARATION OF DOUGLAS WILSON IN SUPPORT OF DEBTORS' APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF LAW OFFICES OF BENJAMIN M. CARSON, P.C. AS CO - COUNSEL FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE AS OF THE PETITION DATE Douglas Wilson makes this declaration under 28 U.S.C. § 1746: 1. I serve as the Chief Restructuring Officer of each of the Debtors. 2. I submit this declaration (this "Declaration") in support of the Debtors' Application for Entry of an Order Authorizing the Retention and Employment of Law Offices of Benjamin M. Carson, P.C. as Co- Counsel for the Debtors, Effective as of the Petition Date (the "Application"). Except as otherwise indicated herein, I have personal knowledge of the matters set forth herein. SELECTION OF THE FIRM 3. The Debtors recognize that a comprehensive review process is necessary when selecting and managing chapter 11 counsel to ensure that bankruptcy professionals are subject to the same client -driven market forces, scrutiny, and accountability as professionals in non - bankruptcy engagements. The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (44'3), SilverRock Luxury Residences, LLC (6598) and SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 53 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 36 of 37 4. The Debtors selected the Firm as bankruptcy counsel because of Mr. Vilaplana and Mr. Carson's extensive knowledge, expertise, and experience in the field of business reorganizations, debtor protection, creditors' rights, and the administration of cases under chapter 11 of the Bankruptcy Code. 5. Additionally, in preparing for these Chapter 11 Cases, Mr. Vilaplana and Mr. Carson have become familiar with the Debtors' businesses and affairs and many of the potential legal issues that might arise in the context of the Cases. Therefore, the Debtors believe that Firm is uniquely qualified to represent them in the Cases. 6. In selecting Firm, the Debtors reviewed the rates of Firm, including rates for bankruptcy services, and compared them to outside law firms that the Debtors have used in the past to determine that the rates are reasonable. Firm has informed the Debtors that its current hourly rates are the firm's standard hourly rates for work of this nature. RATE STRUCTURE AND COST SUPERVISION 7. In my capacity as Chief Restructuring Officer, I am responsible for supervising outside counsel retained by the Debtors in the ordinary course of business. Firm has informed the Debtors that its rates for bankruptcy representations are comparable to the rates Firm charges for non -bankruptcy representations. As discussed below, I am also responsible for reviewing the statements regularly submitted by Firm and can confirm that the rates Firm charged the Debtors in the prepetition period are the same as the rates Firm will charge the Debtors in the postpetition period. 8. Firm has provided the Debtors with a good faith estimates of its fees in connection with this engagement, which the Debtors approved and has been incorporated in the Debtors' budget filed in the Chapter 11 Cases, recognizing that in the course of complex chapter 11 proceedings like these Chapter 11 Cases, it is possible that there may be a number of 54 Case 24-11647-MFW Doc 49-3 Filed 08/21/24 Page 37 of 37 unforeseen fees and expenses that will need to be addressed. The Debtors recognize that it is their responsibility to monitor closely the billing practices of their counsel to ensure the fees and expenses paid by the estate remain consistent with the Debtors' expectations and the exigencies of these Chapter 11 Cases. As such, the Debtors will continue to review the statements that Firm regularly submits. 9. As they did prepetition, the Debtors will continue to bring discipline, predictability, client involvement, and accountability to the counsel fees and expenses reimbursement process. While every Chapter 11 Case is unique, these budgets will provide guidance on the periods of time involved the level of the attorneys and professionals that will work on various matters, and projections of average hourly rates for the attorneys and professionals for various matters. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: August 21, 2024 /s/Douglas Wilson Douglas Wilson Chief Restructuring Officer 55