# In re Macco Properties, Inc.

> United States Bankruptcy Court, W.D. Oklahoma · September 10, 2015 · 540 B.R. 793

URL: https://www.frixlaw.com/law-library/cases/8498878

## Case

- **Full name:** IN RE: MACCO PROPERTIES, INC., NV Brooks Apartments, LLC, Debtors
- **Court:** United States Bankruptcy Court, W.D. Oklahoma
- **Decided:** September 10, 2015
- **Citations:** 540 B.R. 793; 2015 Bankr. LEXIS 3919; 2015 WL 7069037
- **Precedential status:** Published
- **Opinion:** Opinion of the court by Rasure
- **Judges:** Rasure
- **Cited by:** 7 later opinions in the Frix Law Library

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## Opinion text

DANA L. RASURE, UNITED STATES BANKRUPTCY JUDGE
TABLE OF CONTENTS
I. JURISDICTION .. .800
II. FINDINGS OF FACT.. . 800
A. Background Leading to the Appointment of Trustee.. .801
B. Initial Trustee Period... 804
C. Challenge to the Legitimacy of Trustee... 807
1. Findings Supporting Denial of Motion to Dismiss.. .809
2. Finding of No Agreement to Limit Trustee’s Powers... 809
3. Finding Cause to Appoint Trustee...810
4. Findings Supporting Denial of Motion to Terminate Trustee and Reinstate Prior Management.. .810
D. The Global Agreement Period...812
E. Trustee’s Sales of SPEs and Real Property.. .815
F. Abandonment of Properties... 820
G. Trustee’s Operation of Properties and Entities.. .821
H. Price’s Proposed Plan and Disclosure Statement.. .828
I. Renewed Attempt to Disband the Committee.. .832
J. Adversary Proceedings... 833
1. Pending Adversaries Seeking Recoveries from Price and McGinnis... 833
2. Adversary Seeking Subordination of Claims.. .834
3. First Specialty Insurance Corporation litigation... 834
K.. The UST’s Motion to Convert vs. Price’s Motion to Dismiss... 835
L. The Conversion Agreement.. .836
M. Contested Chapter 11 Issues After Conversion.. .838
1. Objections to Fee Applications and Affirmative Claims.. .838
2. District Court Lawsuit... 839
3. Fee Hearings. -.. 840
N. Trustee’s First Application for Interim Compensation... 841
III.CONCLUSIONS OF LAW . .844
A. Application of Chapter 11 Trustee... 844
1. Section 326 Calculation... 846
2. The Adjusted Lodestar Test... 850
a. Time spent.. .850
b. Rates.... 85Q
c. Services were necessary to the administration of the case, or beneficial at the time at which the service was rendered toward the completion of the case... 851
d. Amount of time spent was commensurate with the complexity, impor *798 tance, and nature of the problem, issue, or task addressed... 853
e. Professional person is board certified or otherwise demonstrated skill and experience in the bankruptcy field... 854
f. Compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than bankruptcy cases...854
3.Johnson Factors... 855
a. The time and labor required ...855
b. The novelty and difficulty of the issues... 855
c. The skill required to properly perform the services.. .855
d. The preclusion of other employment due to accepting the case.. .856
e. The customary fee and whether the fee is fixed of contingent.. .856
f. Time limitations imposed by the client or the circumstances... 856
g. The amount involved and the results obtained.. .856
h. The experience, reputation, and ability of the professionals.. .857
i. The “undesirability” of the case...857
j. The nature and length of the professional relationship with the client.. .860
k. Awards in similar cases... 860
B. Application of MED PLLC.. .860
1. Time spent and whether it was reasonable in light of the complexity, importance, and nature of the problem, issue, or task addressed... 863
2. Rates charged and whether rates are consistent with those charged by comparably skilled professionals in non-bankruptcy cases...863
3. Skill and experience in the bankruptcy field.. .863
4.Whether services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, the case... 863
C. Application of Counsel... 864
1. Objection to Form and Content of Fee Applications... 864
2. Standards for Review of Counsel’s Fee Applications... 864
3. Section 330(a)(4) Analysis.. .867
4. Section 330(a)(3) Analysis... 870
a. Time spent.. .870
b. Rates charged... 872
c. Whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title.. .872
d. Whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed. . .872
e. Whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field... 872
f. Whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title... 873
5. Johnson Factors... 874
a. The novelty and difficulty of the questions... 874
b. The preclusion of other employment by the attorney due to acceptance of the case... 874
c. Whether the fee is fixed or contingent. . .874
d. Time limitations imposed by the client or the circumstances... 874
*799 e. The amount involved and the results obtained... 874
f. The “undesirability” of the case...875'
g. The nature and length of the professional relationship with the client.. .875
h. Awards in similar cases... 875
D. Effect of the ASARCO Decision ...876
E. Price’s Claims... 879
1. Claims against Trustee and MED PLLC... 879
a. Breach of fiduciary and statutory duties... 880
b. Mismanagement and/or gross negligence.. .884
2. Claims against Counsel... 886
F. Relief is Precluded by the Equitable Doctrine of “Unclean Hands”.. .887
IY. SUMMARY AND CONCLUSION... 890
MEMORANDUM OPINION
The following three contested matters are before the Court for decision after a full trial on the merits conducted on November 3, 2014 through November 7, 2014; January 20, 2015 through January 22, 2015; and January 26, 2015 through January 27, 2015 (the “Fee Hearings”): 1
Application of Counsel for Chapter 11 Trustee for Allowance of Final Compensation and Reimbursement of Expenses (Doc.1935) filed by Bellingham & Loyd, P.C. on January 8, 2014, as supplemented on April 10, 2014 (Doc.2026) and October 22, 2014 (Doc. 2177) (collectively “Counsel’s Final Application”); and the Objection of Jennifer Price to Application of Counsel for Chapter 11 Trustee for Allowance of Final Compensation and Reimbursement of Expenses (Doc. 1963) filed on January 29, 2014, as supplemented on October 30, 2014 (Docs. 2181 and 2184). 2
Application for Approval of Final Fees for Chapter 11 Trustee (Doc.1967) filed by Michael E. Deeba on January 31, 2014, as supplemented on April 11, 2014 (D’oc.2029), on December 1, 2014 (Doc. 2270), and on January 25, 2015 (Doc. 2342, as amended in Doc. 2352) 3 (collectively “Trustee’s Final Application”); and the Objection of Jennifer Price to Application for Approval of Final Fees for Chapter 11 Trustee (Doc.1991) filed on February 20, 2014, as supplemented on January 7, 2015 (Doc. 2315). 4
Application for Allowance of Final Compensation and Reimbursement of Expenses of Financial Consultant and Accountant for Chapter 11 Trustee (Doc. 1956) filed by Michael E. Deeba, PLLC (“MED PLLC”) on January 27, 2014, as supplemented on April 11, 2014 (Doc. 2028) (collectively, “MED PLLC Final Application”); and the Objection of Jennifer Price to Application of Compensation and Reimbursement of Expenses of *800 Financial Consultant and Accountant for Chapter 11 Trustee (Doc.1983) filed on February 17, 2014.
Michael E. Deeba was appointed Chapter 11 Trustee (“Trustee”) in the Macco Properties, Inc. (“MACCO”) case on May 31, 2011. Janice Loyd and James Belling-ham, and the firm of Bellingham & Loyd, P.C., served as counsel for Trustee (“Counsel”). Trustee’s firm, MED PLLC, was retained as Trustee’s accountant and financial advisor.
Counsel requests approval and payment of final compensation in the amount of $200,803.63, and final approval of five interim fee and expense awards in the total amount of $723,169.18. Jennifer Price (“Price”) and Lew McGinnis (“McGinnis”) object to allowance of Counsel’s fees on various grounds. Price also asserts setoff claims against Counsel for alleged breach of fiduciary duty, mismanagement, gross mismanagement, and gross negligence. 5
Trustee requests allowance and payment of final compensation in the amount of $748,295.27, and final approval of three interim compensation awards in the total amount of $739,522.36. Price and McGin-nis object to compensating Trustee on various- grounds. Price also claims damages from alleged breaches of fiduciary duty, gross negligence, and willful misconduct on the part of Trustee, and seeks to offset her damage claim against any compensation awarded to Trustee. 6
The MED PLLC Final Application requests payment of $20,327.97 and final approval of three interim awards totaling $308,047.20. Price and McGinnis assert the same objections and defensive claims against MED PLLC as they lodge against Trustee.
Upon consideration of the entire record, the evidence presented and admitted at the Fee Hearings, the briefs and closing arguments of counsel, and the applicable law, the Court finds and concludes as follows:
I. JURISDICTION
This is a core proceeding as described by 28 U.S.C. § 157 (b)(2)(A), (b)(2)(B), and (b)(2)(0). The Court has jurisdiction of this proceeding by virtue of 28 U.S.C. §§ 157 , 1334, and Local Civil Rule 81.4(a) of the United States District Court for the Western District of Oklahoma.
II. FINDINGS OF FACT
The MACCO Chapter 11 case, filed in 2010, was originally assigned to Bankruptcy Judge Niles Jackson. In November 2014, Judge Jackson recused himself from hearing these fee applications, and the matters were assigned to the undersigned judge. The Court has reviewed in detail all pleadings in this case and in the Chapter 11 cases of affiliated entities, and pleadings in related advérsary proceedings, as well as all transcripts, exhibits and *801 other matters of record, in order to fully understand the course of the proceedings over the past four years. From this record, as well as the testimony and exhibits admitted at the Fee Hearings, it is apparent that the magnitude of the fee requests are directly related to the level of disruption and obstruction to the orderly administration of the estate perpetrated by the very parties who are objecting to the allowance of the fees. Allowance and payment of fair compensation to Trustee and his professionals for their service in this most difficult case will likely result in little or no final distribution to Price, as equity holder, or McGinnis, as an unsecured creditor — a result Price blames on Trustee’s alleged mismanagement. But the record demonstrates that every aspect of the administration of the estate was presented to and blessed by the Court and creditors, and the fact that fees may consume any remaining equity is attributable to Price’s and McGinnis’s own conduct. Their loss was self-inflicted and avoidable. To provide context for evaluating the necessity and reasonableness of the services provided by Trustee and his professionals, a full-recapitulation of the history of this case is required.
A. Background Leading to the Appointment of Trustee 7
On November 2, 2010, McGinnis, as president, filed a voluntary petition on behalf of MACCO seeking relief under Chapter 11 of the Bankruptcy Code, and assumed the responsibility of performing the fiduciary duties of a debtor in possession. MACCO was a property acquisition and management company that was the sole or controlling member and/or manager of approximately thirty limited liability companies that MACCO created as “single-purpose entities” at the request of lenders (the “SPEs”), each of which owned a multifamily apartment complex or commercial real estate income-producing properties). 8 MACCO also owned a real estate portfolio in its own name, which consisted of several single-family residences and vacant land in Oklahoma, Kansas and Texas Cie., non-income producing properties). Price owns 100% of MACCO’s stock and also participated in management of MAC-CO. MACCO owned 100% of the interests in most of the SPEs and a 99% interest in the remaining SPEs, with the other one percent held by a corporation wholly owned by McGinnis. As a result, Price and McGinnis controlled all the SPEs and real property owned by MACCO. Prepetition and during the first seven months of the Chapter 11 case, McGinnis and Price personally, or through employees of McGinnis’s wholly-owned personnel leasing company, managed and operated all the properties held by MACCO and its subsidiary SPEs. No third parties served as officers, directors or managers of MACCO or the SPEs.
Historically, MACCO and its subsidiary SPEs acquired properties that were de *802 scribed by appraiser James Hoyt, MAI, as class D properties. McGinnis and Price would rehabilitate them, raising their status to class C or C+ properties (and in some cases, class B properties), 9 manage them for a period, and then sell them for a profit. 10
The SPEs executed notes and mortgages against the apartment complexes or commercial buildings. Each property was encumbered by a mortgage in favor of at least one lending institution. Most were also burdened with ad valorem tax liens. On the petition date, the notes were at least technically in default due to the nonpayment of taxes and other breaches of the loan agreements, and several properties were facing foreclosure. MACCO had guaranteed repayment of the notes secured by the SPEs’ real property. As of the petition date, MACCO’s guarantee liability exceeded $60 million. 11
The non-operating properties were owned directly by MACCO and were also encumbered by mortgage notes totaling at least $11 million, plus unpaid taxes and condo fees, and again, some were on the brink of foreclosure or sheriffs sale. 12 Price and/or McGinnis personally guaranteed payment of all debt owed by MACCO and the SPEs.
Although the $60 million in guarantees represented the majority of MACCO’s unsecured debt, MACCO also identified vendors, service providers, and utilities as unsecured creditors. In addition, as of the petition date, several contract and/or tort claims against MACCO were in various stages of litigation, and thus constituted disputed and unliquidated unsecured claims.
On February 17, 2011, the United States Trustee (for convenience, counsel and staff serving the Office of the United States Trustee in the Western District of Oklahoma will be referred to herein as “UST”) appointed a committee of unsecured creditors (the “Committee”). In their preliminary investigations, the UST and the Committee discovered that (1) the schedules filed by McGinnis were inaccurate and incomplete; (2) monthly operating reports filed by McGinnis were inaccurate and incomplete; (3) McGinnis withheld financial information, books and records, tax returns, and other documentation to which the UST, the Committee, and parties in interest were entitled; (4) McGinnis had commingled funds of MACCO and its subsidiaries (some of which were themselves debtors in possession) and used funds of one SPE (that is, cash collateral of that entity’s lender) to pay operating expenses and secured debts of other SPEs; and (5) McGinnis had secretly settled, without Court authority, a fraud judgment entered against MACCO and some of its indirect subsidiaries that arose from the sale by MACCO and/or the subsidiaries of certain apartment complexes. 13 No notice of the *803 proposed settlement was given to creditors, nor was Court approval sought as required.
The record indicates that prior to the settlement, the plaintiffs in that lawsuit— purchasers of the apartment complexes— had filed a proof of claim against the MACCO estate in the amount of the judgment, ie., $382,699.00. These plaintiffs still owed the selling SPEs approximately $1.8 million pursuant to a note and mortgage. In settling the $382,699.00 claim, McGinnis discounted the note to $1.376 million. The plaintiffs paid the discounted amount to McGinnis, and McGinnis caused the note to be canceled and the mortgage to be released. Although McGinnis and Price contended that MACCO had no interest in the note or the settlement proceeds, they refused to provide documentation to that effect. The UST and the Committee took the position that MACCO had an interest in some or all of the $1.375 million settlement proceeds.
Consequently, the Committee commenced an adversary proceeding 14 through which it obtained a temporary restraining order freezing the settlement proceeds and requiring McGinnis to produce documents relating to the lawsuit and settlement. Immediately prior to the restraining order hearing — of which McGin-nis had notice — McGinnis distributed the proceeds (1) to several SPEs, (2) to a litigant in Utah to settle a claim against himself, and (3) to professionals whose employment and fees had not been approved by the Court. The Court ordered McGin-nis to recover those transfers, and enjoined the transfer or expenditure of any of the proceeds pending a determination of ownership, or until further order of the Court. McGinnis appealed the Court’s order enjoining use of the funds and continued to withhold documents he was ordered to produce to the Committee.
The Committee’s scrutiny of McGinnis’s conduct as a fiduciary led McGinnis to attempt to disband the Committee by paying off the debts of its three members. 15 Nonetheless, the Committee continued to seek vital information by virtue of Rule 2004 examinations and depositions of Price and McGinnis, and additional document requests, which were met with sustained opposition.
On May 6, 2011, the UST filed a motion for appointment of a Chapter 11 trustee, citing as grounds: (1) McGinnis’s unauthorized postpetition transfers of MACCO assets to insiders, including Price and himself, their wholly-owned companies, and the SPEs; (2) unauthorized banking and cash management practices, including the continued use of prepetition accounts; (3) chronic negative cash flow and bounced checks, including checks for UST fees; (4) the failure to timely file a plan and disclosure statement; (5) the failure to file re *804 quired tax returns; (6) non-disclosure of prepetition transfers to insiders; (7) unauthorized payments, to professionals; and (8) the unauthorized settlement of the judgment against MACCO. 16 The Committee joined the motion. 17
Price and McGinnis moved to dismiss the Chapter 11 case, claiming that the crisis that led to its filing had been resolved, and that the Committee was unjustly interfering in McGinnis’s ordinary course of operating MACCO and its subsidiaries. 18 Price and McGinnis also again attempted to dissolve the Committee by seeking an order to allow them to pay off selected unsecured claims from their own personal funds. 19 At that point, some of the lenders supported McGinnis’s dismissal motion because dismissal would have resulted in the release of the settlement funds that McGinnis had planned to use to pay the debts secured by non-income producing properties or underperforming SPEs. 20
At the hearing on the UST’s motion to appoint a Chapter 11 trustee, Price and McGinnis consented to the appointment of Michael E. Deeba as Chapter 11 Trustee. 21 One factor that motivated Price and McGinnis to agree to the appointment was the Committee’s agreement to “stand doyvn” — that is, cease its investigation into the assets, liabilities, and operations of MACCO. On May 31, 2011, the Court entered an Agreed Order Directing the Appointment of a Trustee and the Order Approving Appointment of Chapter 11 Trustee. 22 Soon thereafter, Trustee obtained authority to employ Janice Loyd and James Bellingham and the firm Bell-ingham & Loyd, P.C. as counsel, and MED PLLC as financial advisor and accountant. 23 An order granting the application to employ Christopher Stein, of counsel to Bellingham & Loyd, P.C., was entered on July 28, 2011.
B. Initial Trustee Period
In the first weeks after his appointment, Trustee engaged in crisis management. 24 MACCO managed and/or operated 41 properties or entities, 25 and in his initial investigation, Trustee discovered financial chaos and a complete dereliction of duties imposed upon debtors in possession during the seven months McGinnis served as MACCO’s responsible person. Trustee’s Initial Report 26 revealed:
*805 • Post-petition payables for all entities exceeded $1 million and were delinquent by as much as five months. 27
• Utility vendors refused to extend-credit, and demanded cash or cashier checks, because checks had been returned for insufficient funds.
• Utility payments at the apartment complexes were two to six months behind-McGinnis deferred payments until cut-off notices were issued.
• McGinnis implemented check kiting to conceal insufficiencies, to inflate account balances on the monthly operating reports, and to give the appearance of deposits in the tax and security deposit accounts.
• Most secured debts were in arrears.
• Property taxes were up to five years in arrears, accumulating fees and .interest at penalty rates, and subjecting properties to the risk of tax liens and foreclosures; the total ad valo-rem tax arrearage exceeded $3 million.
• Post-petition tax reserve accounts were underfunded.
• Property and liability insurance companies had sent cancellation notices for post-petition non-payment of premiums; the premium finance company required certified funds because checks had been returned unpaid.
• Some of the single family properties were not insured, or insurance was force-placed by the lender.
• Some insurance policies designated McGinnis and/or Price as the insured, although MACCO owned the property and paid for the policy.
• Unpaid post-petition home owner association dues exceeded $75,000.00.
• Payroll estimates for workers compensation insurance for Oklahoma employees were grossly underreport-ed, and employees in Kansas were not even covered by workers compensation insurance.
• Immediately prior to the appointment of Trustee, McGinnis had transferred payroll responsibilities from his own employee leasing company to a new company (which was ostensibly owned and managed by Richard Ledbetter, an associate of McGinnis) and payroll checks had been returned due to insufficient funds.
• McGinnis had routinely misappropriated one lender’s cash collateral to pay installments to other lenders.
• No pre-petition tenant security deposit accounts were found and post-petition' security deposit accounts were underfunded in the amount of $313,389.00; McGinnis had commingled security deposits with funds in general operating accounts.
• Tenant security deposit refunds were at least four months in arrears; McGinnis routinely wrote refund checks to tenants but held them for several months before mailing them. Trustee discovered unmailed checks dating as far back as December 2010.
• Essential books and records were missing, including management agreements, notes, mortgages, and insurance policies..
• None of the. bank balances could be reconciled, ledgers were unreliable, and no controls were in place.
• McGinnis used prepetition accounts post-petition; some accounts were held by institutions that were not UST-approved as meeting the requirements of Section 345 of the Bankruptcy Code.
*806 • Monthly operating reports were inaccurate.
• Post-petition transfers between MACCO and the SPEs constituted unauthorized post-petition borrowing and lending.
Although Trustee made efforts to work with Price and McGinnis, they were uncooperative and actively interfered in Trustee’s performance of his duties, to-wit:
• They pressured Trustee on a daily basis, in person and in writing, to move funds between entities without receiving equivalent value, and to use cash collateral generated by operating entities to pay lenders whose claims were secured by underper-forming or non-income producing properties. McGinnis’s demands upon Trustee escalated to threats to “take you down” and “make sure you get hurt” unless Trustee agreed to turn cash management over to him. 28
• Their lawyers advised Trustee on a daily basis that Trustee lacked authority to do anything but examine claims. These lawyers also continued to file pleadings on behalf of MACCO. 29
• They withheld essential books and records, mail, and notices from Trustee, including utility cut-off notices.
• Trustee could not file a monthly operating report for June 2011 because he was not in control of the estate at the time and he had no confidence in the data provided to him by Price and McGinnis, and had difficulty obtaining credible information to file later operating reports. 30
On June 16, 2011, Trustee sought authority to spend up to $300,000.00 of the impounded settlement proceeds to avoid immediate harm to the estate’s assets, employees, and tenants. Insurance policies and utility services were about to be terminated, and no funds were available to pay employees to protect and maintain the properties. McGinnis agreed that the funds could be used, but argued that Trustee should also be required to pay other bills, installments, and claims selected by McGinnis (including a prepetition, unsecured claim in the amount of $300,000.00). Trustee was, of course, prohibited from preferentially paying $300,000.00 to a pre-petition unsecured claimant. 31 Trustee’s motion to use the settlement proceeds was granted, and Trustee meticulously accounted for the use of such proceeds in a report filed on September 1, 2011. 32
While attending to the initial financial turbulence, Trustee was also faced with the task of evaluating the physical properties, assessing the state of the rent rolls and collections, and obtaining competent assistance in operating a dozen multi-family apartment complexes in Oklahoma and *807 Kansas. Trustee’s initial evaluation revealed:
• discrepancies between McGinnis’s rent rolls and actual occupancy and collections;
• serious long term deferred maintenance;
• non-compliance with health and safety codes;
• a shortage of qualified employees; and
• suppliers and vendors delivering goods and services on a cash-only basis.
C. Challenge to the Legitimacy of Trustee
Approximately one month after Trustee was appointed, Price, in her capacity as sole shareholder of MACCO, began a mul-ti-faceted assault on Trustee’s legitimacy, integrity, and management. On July 6, 2011, Price filed:
• An adversary complaint against Trustee seeking (1) to enjoin Trustee from managing MACCO and to restore management to Price and McGinnis, and (2) damages for alleged breaches of fiduciary duties. 33
• A motion for a preliminary injunction and expedited hearing.
• An emergency motion requesting that the District Court withdraw the reference of the entire MACCO Chapter 11 case. 34
• A motion to dismiss the case, and/or to terminate Trustee’s appointment, and/or to increase the bond requirement to $50 million, and/or to compel Trustee to pay actual, necessary costs of operating MACCO and its affiliates in the manner previously employed by McGinnis. 35
• A motion for an expedited hearing on the motion to dismiss. 36
Each of these actions was predicated upon allegations that (1) Price and McGin-nis’s consent to the appointment of a trustee was based on their belief that the ■trustee’s authority would be limited, by agreement with the UST, to simply identifying the pool of unsecured creditors, and that Trustee had exceeded that limited’ scope of authority; (2) there was no evidence of fraud, dishonesty, incompetence, or mismanagement to warrant the appointment of a trustee; and (3) in ignoring McGinnis’s directives to commingle funds and pay certain bills and expenses, Trustee had committed gross mismanagement and diminished the value of the estate.
In her motion to dismiss the case, Price represented that MACCO’s creditors supported dismissal of the case or the termination of Trustee and reinstatement of pri- or management, which was false. Quail Creek Bank (“QCB”), Sooner State Bank, All America Bank (“AAB”), and FAA Credit Union (“FAA”), after gaining access to previously undisclosed information about McGinnis’s treatment of their collateral, both prepetition and during the Chapter 11 case, objected to dismissal. 37 The Committee, representing the unsecured creditors, also objected to dismissal.
*808 Five days after filing the adversary proceeding against Trustee and her motion to dismiss the case, Price moved for another emergency hearing to compel Trustee to cause MACCO to make “adequate protection payments” on fifteen loans owed by various SPEs in the total amount of $442,-850.00 38 using funds of other entities. Price’s counsel explained: “What we are asking ... is for the Trustee to operate Maceo in the ordinary course of business, which was, for Maceo to draw from bank accounts of any of its LLCs where there were excess funds and to in turn pass those funds over to the LLC that was in need of funds.... We’re seeking merely operation in the ordinary course, which was disrupted when [Trustee] was appointed. We’ve had the defaults that are alleged, $6 million of default, plus another $800,000, and he has not performed in the ordinary course.” 39
Trustee was negotiating peace with these lenders on behalf of MACCO and its subsidiary SPEs, obtaining forbearance pending his investigation of condition, value, ' cash flow, and performance of each property, and was appropriately segregating their cash collateral in Separate SPE accounts. 40 Price and McGinnis, on the other hand, argued for payment of unsecured • debt so they would not be called upon to honor their guarantees. The Court rejected the argument that Trustee had an obligation to continue McGinnis’s ordinary course of business, and pointed out the obvious — that McGinnis’s disregard of the entities’ separate assets and debts violated the Bankruptcy Code, and had prompted the UST and the Committee to seek the appointment of a trustee in the first place.
In the meantime, on July 16, 2011, Trustee obtained approval to retain two professional property management companies. Price Edwards and Company (“Price Edwards”) was retained to manage the Oklahoma properties, which included five apartment complexes (approximately 750 units), and four parcels of commercial real estate. Receivership Services Corporation, an affiliate of The Martens Company (“RSC”), was employed to manage seven apartment complexes (1,952 units) in Wichita, Kansas. Price moved to vacate the retention orders, contending that the retention of outside managers would result in a “complete dismantling of the Debtor’s business.” 41 She characterized the move as “a greedy money grab by the Trustee,” and an attempt by Trustee to “illegally abscond the Debtor’s highly profitable business from its rightful owner, Price, solely for the purpose of selfishly obtaining large, unnecessary administrative expenses.” 42
MACCO was not a “highly profitable business.” Five of its affiliates were in bankruptcy, several properties faced foreclosure, and property taxes and utility ser *809 vices were persistently delinquent. Management was crisis-driven. MACCO faced multiple lawsuits premised on McGinnis’s alleged false or deceptive representations concerning the profitability of the properties. Price’s motion to vacate the order approving Price Edwards and RSC was opposed by creditors whose cash collateral had been misappropriated, and whose tangible collateral was at risk due to tax liens, code violations, lack of maintenance and repair, and dubious insurance coverage. In light of the number, location, and condition of the properties requiring oversight and competent management, Trustee was well within his business judgment in retaining two well-regarded firms with expertise in operating troubled multifamily properties. Professional management was imperative to any hope of reorganizing the profitable parts of MACCO’s enterprise.
On July 22, 25, 27, 28, and 29, 2011, a full evidentiary hearing was held to consider Price’s motion to dismiss the Chapter 11 case and/or to remove Trustee, as well as her motion for preliminary injunction. 43 On September 7, 2011, the Court issued its 52-Page Order, concluding that (1) there was no agreement to limit the powers of Trustee or to allow Price and McGinnis to continue managing MACCO; (2) dismissal was not in the best interests of MACCO, its creditors, or the estate; (3) ample cause existed to appoint a trustee; and (4) no cause existed to remove Trustee. Judge Jackson found that “Price and McGinnis should not be restored to management under any interpretation of the evidence.” 44 The order was not appealed and these findings are binding herein. 45
1. Findings Supporting Denial of Motion to Dismiss
Judge Jackson found that although Price and McGinnis voluntarily caused MACCO to seek protection under Chapter 11, “once in bankruptcy, they flagrantly failed to comply with the rules and guidelines for debtors-in-possession and now ask to invoke a ‘Kings X’ so they can operate without judicial supervision.” 46 Price and McGinnis’s. pre-petition and post-petition conduct deceived and harmed the interests of creditors. Dismissal would have prevented all interested parties from further investigating the conduct of prior management and seeking redress as necessary, by recovering preferential or fraudulent transfers, for instance. 47 Indeed, according to testimony of a representative of the largest creditor, if the case were dismissed, “revenues and cash would again be subjected to the whims of prior management which would probably result in the necessity of obtaining receivers and multiple state foreclosure proceedings in as many as four states, with no coordinated oversight.” 48
2. Finding of No Agreement to Limit Trustee’s Powers
Price and McGinnis argued that they conditioned their agreement to the ap *810 pointment of a trustee upon (1) remaining in operational control of MACCO and (2) limiting the trustee’s power to determining allowable unsecured claims, paying such creditors in full, and dismissing the case. Judge Jackson found, however, that “the credible evidence ... supports a finding that there was no agreement to limit the trustee’s powers solely to the determination of unsecured claims.” 49 “[T]he record is clear that the trustee was to have unfettered statutory powers.” 50 Judge Jackson also concluded that while Trustee initially intended to enter into a management contract with Price and McGinnis, he quickly realized that McGinnis’s management left MACCO’s affairs in “chaos,” 51 and that Trustee’s fiduciary obligations precluded allowing McGinnis to continue in that role.
3. Finding Cause to Appoint Trustee
Although he found that Price and McGinnis consented to the appointment of a trustee, Judge Jackson also determined that “[a]fter hearing the evidence adduced at this hearing ... the Court is of the opinion the UST would have been able to establish the truth of all its allegations had an evidentiary hearing been conducted” on the UST’s motion to appoint a trustee. 52
4. Findings Supporting Denial of Motion to Terminate Trustee and Reinstate Prior Management
Judge Jackson was not persuaded that Price and McGinnis would operate MAC-CO within the parameters set by the Bankruptcy Code or comply with contractual obligations to creditors if they were reinstated as management of MACCO. 53 In addition, he found no credible evidence to suggest any grounds to oust Trustee. Even taken in the light most favorable to Price and McGinnis, the evidence did “not indicate neglect, incompetence, malfeasance, or other impropriety by Trustee sufficient to support the claim that Trustee should be removed.” 54 Judge Jackson observed that MACCO’s creditors “will have a better chance of being paid whether by operation of the properties by Trustee or through the sale of properties as part of a plan of reorganization” and that “sale by Trustee will generate better prices because prospective buyers will have more rehable information on the performance of each property than could be obtained from prior management.” 55
Thereafter, a hearing on Price’s motion to withdraw the reference was held, and Judge Jackson recommended that the District Court decline to withdraw the reference of the Chapter 11 case. 56 The District Court then concluded that because the bankruptcy court had already invested considerable time and resources managing the case, and Price had no jury trial right with respect to any relief she was seeking, the motion should be denied. 57
Even after Trustee’s appointment was vindicated by the 52-Page Order, Price and McGinnis continued to refuse Trustee unfettered access to electronically .stored *811 books and records of MACCO and its affiliates, forcing Counsel to file a turnover motion. 58 Meanwhile, Trustee methodically and diligently took steps to protect the vast portfolio of operating and non-operating properties, and to mitigate losses. In August and September 2011, Trustee accomplished the following:
• Obtained authority from the Court to employ brokers to assist in evaluating the properties and creating marketing plans.
• Obtained agreement of QCB to advance funds to pay in excess of $265,000.00 in delinquent ad valorem taxes, to restructure the loans, and for forbearance agreements, for which he sought and obtained Court approval. 59
• Sought authority to sell the membership interest in Charter Office Park, LLC. 60
• Sought emergency authority to use an additional $300,000.00 of the settlement proceeds to make necessary capital improvements and repairs required by municipal code enforcement, to pay utilities, and to cover operating losses of certain of the SPEs, which was granted by the Court. 61
• Obtained an order establishing November 30, 2011, as the bar date for filing proofs of claim. 62
• Caught up on MACCO’s monthly operating reports.
• Negotiated and obtained authority to restructure three mortgage loans totaling approximately $6.3 million owed to Frontier State Bank. 63
• Began discussions with Price, who offered to purchase the entire portfolio of properties and SPEs from the estate. 64
On September 19, 2011, Trustee filed his first application to compensate Counsel, who had invested in excess of 750 hours representing Trustee during the first three months of his tenure. The application was unopposed, and an order allowing Counsel fees of $178,926.50 and expenses of $8,957.83 was entered on October 24, 2011. 65
Trustee also filed his first application for compensation, seeking an interim award of $179,753.75 for providing 659 hours of services through August 31, 2011, 66 to which *812 Price objected. 67 Trustee withdrew his application and did not file another application until June 13, 2012, more than one year after he was appointed.
D. The Global Agreement Period
In late September 2011, Trustee and Counsel, and Price and her Michigan counsel, Mr. Lieberman, negotiated what the parties termed the “Global Agreement.” Price and an affiliated entity (who, for convenience, will collectively be referred to only as Price), agreed to purchase, for the sum of $5 million, MACCO’s membership interests in thirty-three SPEs and all real and personal property owned by MACCO, subject to all claims, debts, mortgages and liens against the SPEs and the properties (including tax claims and liens) (the “Purchase' Agreement”). 68 Key to Trustee’s willingness to sell virtually all the estate’s property was Price’s promise to obtain and deliver written releases from every lender holding a secured or guarantee claim against MACCO. 69 Paragraph 1.3(d) of the Purchase Agreement provided:
Purchasers will deliver to Seller Waivers/Releases in a form acceptable to Seller by which the holders of mortgages, security interests and liens on properties owned by the limited liability companies being sold release all claims, debts, and liabilities, including any deficiencies, which said mortgage holders have against the Seller, the Trustee and the Bankruptcy Estate in Seller’s capacity as guarantor of liabilities of the limited liability companies. If this condition cannot be met to the satisfaction of the Seller, then this agreement will be null and void and the earnest money will be released back to the Purchaser. 70
On October 3/ 2011, Trustee filed a Section 363 71 motion seeking authority to sell the assets pursuant to the Purchase Agreement. 72 The motion reiterated that “under the terms of the Purchase Agreement if secured creditors do not release the Trustee and the Bankruptcy Estate of any claim, the Purchase Agreement will be null and void and the earnest money will be returned to the Purchasers.” 73 With a *813 closing anticipated on October 31, 2011, the Court set an expedited hearing date of October 27, 2011. 74
The Section 363 sale motion and the Purchase Agreement drew objections from several creditors. AAB indicated it had “no intention of releasing its claims against MACCO” unless it was paid in full, fearing that its collateral would again be at risk if it were returned to prior management. 75 AAB also objected to releasing Price and McGinnis from claims the estate had against them. 76 FAA echoed AAB’s concerns. 77 NBC Bank urged the Court to deny the motion until Price and McGinnis complied with the terms of the releases proposed by the bank. 78
The Purchase Agreement was approved after a hearing, and the closing date was extended to November 7, 2011. 79 At Price’s request, the closing date was moved to November 9, 2011. Thereafter, again at Price’s request, Trustee agreed to delay the closing date until November 17, 2011, conditioned upon Price’s deposit of additional earnest money. Instead, Price sought to delay the closing to December 12,2011. After an emergency hearing, the closing date was continued to November 17, 2011. The Committee, skeptical that Price could ever perform under the Purchase Agreement and alarmed by the magnitude of administrative expenses accruing during the contract period, objected to any further delay and requested Trustee to begin selling the properties piecemeal. 80 Secured lenders represented that Price was unwilling to agree to the terms they required for a release (ie„ full payment). They, too, argued that the delay prejudiced opportunities to market and sell the properties to unaffiliated third parties. 81
After another highly contested emergency hearing, closing was continued to December 12, 2011, conditioned upon payment of additional non-refundable earnest money in the amount of $100,000.00. The parties agreed, and the Court ordered, that “there will be no further extensions of the closing date for the Purchase Agreement.” 82
On December 8, 2011, in an effort to close the transaction, Trustee obtained an’ order on an emergency basis to accommodate one lender’s request to modify the terms of its release. 83 On December 10, 2011, Price filed an emergency application to extend the closing date to December 14, 2011, ostensibly because one of the lenders wanted to meet personally with Price’s investor. 84 Trustee and the Committee agreed to the extension on the condition that additional non-refundable earnest *814 money be deposited to offset the costs incurred by the estate on account of the multiple extensions, and that strict deadlines for closing be imposed. 85 At that point, however, Price and her affiliates had “failed, and refused, to execute the agreement” that contained the conditions AAB set for its release of MACCO’s unsecured guarantees,” 86 and had not delivered to the closing agent other documents that FAA and other lenders required, so the transaction could not close on December 12th in any event. 87 The Court held another emergency hearing on December 12, 2011, and an agreed order extending the closing to December 14, 2011, was entered. In exchange for the final extension, Price, McGinnis, and entities within their control were required to waive them claims to the $1,375 million settlement proceeds, and those funds were forfeited to the MACCO estate. Again, the order further provided that “there will be no further extensions of the closing date for the Purchase Agreement.” 88 The closing did not occur for various reasons, but primarily because Price did not obtain Frontier State Bank’s release of MACCO’s guarantee.
Efforts to consummate the Global Agreement spanned ten weeks, during which Trustee and his Counsel attempted to expedite matters to placate creditors, while accommodating Price’s requests for more time to negotiate releases with secured creditors. Unsecured creditors, the UST, and undersecured creditors rebelled against delaying what they believed was inevitable — ie., the inability of Price to perform as promised under the Purchase Agreement. The Global Agreement effort — which generated approximately 65 docket entries and seven hearings — consumed substantial resources that proved unproductive in the end. Had the transaction closed in December 2011 and all creditors been paid from the $5 million purchase price, Counsel’s attorney fees might have been limited to approximately $200,000.00, leaving millions of dollars to return to equity.
In arguing against Counsel’s final fee application, Price and McGinnis blame Counsel for “killing” the deal that would have concluded the Chapter 11 proceeding in 2011. They insist that Loyd should have filed a motion to modify the Global Agreement to except Frontier State Bank’s claim from the release requirement. The preponderance of credible evidence establishes that the Global Agreement failed because, after two months of delay and excuse, Price simply could not and did not provide what the lenders demanded in exchange for waiving their claims against the MACCO estate.
No credible evidence suggests that Loyd undermined the closing in any way. Trustee simply was not authorized to close without releases of deficiencies and guarantees. It is undisputed that no creditor would execute a release unless all creditors did. 89 Price claims that her investor, Ed Snyder, offered to indemnify the estate for any deficiencies. Trustee credibly tes *815 tified, however, that no documents were ever provided to establish Mr. Snyder’s willingness or ability to indemnify, nor did Mr. Snyder contact Trustee in connection with the transaction: “I wasn’t allowed to talk to Mr. Snyder, the title company was not allowed to talk to Mr. Snyder, nobody was allowed to talk to Mr. Snyder but Mr. Lieberman and Mr. McGinnis, period. That was made abundantly clear.” 90
The Court specifically finds that the extent of Trustee and Counsel’s efforts to close the Global Agreement were reasonable and prudent in light of the time invested, the restlessness and skepticism of the active constituencies of the estate, Price’s ultimate inability to fully perform the Purchase Agreement, and the lack of transparency of the proposed investor. Moreover, the Court finds that Trustee and Counsel more than accommodated Price’s requests for additional time to perform, and finds no credible evidence of bad faith, gross negligence, or intentional misconduct.
E. Trustee’s Sales of SPEs and Real Property 91
After the Global Agreement failed to close on December 14, 2011, Trustee immediately sought authorization to sell es-fate assets to Price and McGinnis or their affiliates on a piecemeal basis. In the last two weeks of December 2011, Trustee and Counsel negotiated and filed motions to sell sixteen properties or entities. In contrast to the expeditious manner in which Trustee and Counsel drafted and filed the appropriate paperwork to set the sales in motion, Price and McGinnis again required numerous extensions of time to close; each delay resulted in wasted time and effort on the part of Trustee and Counsel, and increased the amount of fees incurred by all affected parties.
On December 16, 2011, the Court approved the sale of the Charter Office Park, LLC, to Price , and 250 West, LLC, an affiliate of Price and McGinnis. 92 The sale closed on December 19, 2011, extinguishing MACCO’s guarantee of a loan in the amount of approximately $225,000.00 and generating net sale proceeds of $264,348.68. 93 Trustee assigned the membership interest to Price. 94 Also on December 16, 2011, Trustee filed a motion to sell MACCO’s membership interest in Division Properties, LLC, which owned two large apartment complexes in Oklahoma City — Remington and Winslow — subject to all liens and claims. 95 This sale closed on January 11, 2012, generating gross pro *816 ceeds of $367,500.00. 96 Trustee assigned the membership interest to Price. 97
On December 27, 2011, Trustee moved to sell the estate’s membership interests in six SPEs to 250 West, LLC. 98 Four lenders and various tax entities had liens against the real property owned by these SPEs. After four extensions, 99 the sale closed on March 30, 2012, resulting in proceeds of $400,000.00 cash to the estate, and claims in the amount of $5,788,185.08 released. 100 The membership interests were •assigned to Consolidated Capital Investments, LLC, or Crescent Capital Investments, LLC. 101
On December 22, 2011, Trustee filed a motion to sell Northgate Office Park, LLC. On March 30, 2012, again after several extensions, the property was sold to Price, resulting in cash proceeds of $9,050.00 and a release by Frontier State Bank of debt in the amount, of $724,278.03. 102
On December 22, 2011, Trustee filed a motion to sell to 250 West, LLC, the estate’s membership interest in J & M Investors, LLC (which owned the “Dorches-ter Drive” residential property), as well as two single family residences owned directly by MACCO, one in Nichols Hills, Oklahoma (“Avondale”), and one in Dallas, Texas (“Turtle Creek 18D”), again subject to all liens and claims, and subject to obtaining releases from NBC Bank. 103 After five extensions, 104 the sale closed on March 9, 2012, for $3,158,074.50, which after paying closing costs, taxes, delinquent homeowner association dues, mechanics and material-mens’ liens, and mortgages, resulted in net proceeds to the estate in the amount of $100,000.00 and a release by . the NBC Bank of deficiencies against MACCO, as well as a release of MACCO’s guarantee of J & M Investors’ liability in the amount of $1,530,167.56. 105 Trustee assigned the membership interest of J & M Investors, LLC to Price. 106
On December 23, 2011, Trustee filed a motion to sell to 250 West, LLC, three non-income producing properties owned by MACCO (“Sara Road,” “Overholser Drive,” 107 and “Gatewood”) and a membership interest in FEB Red Fox Apartments, *817 LLC. 108 FAA held mortgages on all these properties. After seven emergency Court-approved extensions, 109 closing occurred on June 29, 2012, resulting in $300,000.00 cash paid to the estate and the release of secured claims in the amount of $4,042,408.10. 110
On January 6, 2012, Trustee moved to sell the estate’s interest in thirty-three vehicles to Price, subject to liens and the provision of releases. This sale closed on February 10, 2012, resulting in gross proceeds of $50,000.00. 111
On January 20, 2012, Trustee sold two lots in Northside Business Park in Oklahoma City to a third party purchaser (1.e unaffiliated with Price and McGinnis) free and clear of liens. The sale generated proceeds in the amount of $165,620.00, all of which was distributed to taxing entities and the mortgage holder. 112
On January 26, 2012, Trustee moved to sell the estate’s interest in another three SPEs, subject to liens and claims, and on conditions similar to the prior purchase agreements with Price and her affiliates. On February 3, 2012, Trustee moved to sell the estate’s interest in Vendamatic, LLC, to Price and 250 West, LLC, subject to liens and claims and the provision of releases. Both of these motions were conditioned upon the closing of earlier-approved purchase agreements. Price’s inability to close the earlier sales resulted in denial of these motions, and earnest money in the amount of $10,000.00 was forfeited to the estate.
During the first three months of 2012, Trustee had disposed of all but one of MACCO’s non-income producing properties and resolved all claims against those properties and the estate. The Court finds Trustee acted wisely and expeditiously in relieving the estate of properties that could not support their own debt service or pay their own accruing maintenance, utility, and insurance expenses.
In August 2012, the Court entered an order authorizing Trustee to jointly administer the SPEs that were debtors in possession in their own Chapter 11 cases, namely MA Cedar Lake Apartments, LLC (Case No. 10-16563); NV Brooks Apartments, LLC (Case No. 10-16503); JU Villa Del Mar Apartments, LLC (Case No. 10-16842); and SEP Riverpark Plaza, LLC (Case No. 10-16832), within the MACCO case. 113 As trustee of their par *818 ent company, MACCO, Trustee acted as responsible person on behalf of these debtors in possession, overseeing operations, maintaining the books and records, and preparing monthly operating reports in their separate cases. From a practical standpoint, joint administration would streamline filing and noticing in connection with future sales of these entities. 114
In August 2012, Trustee located a “stalking-horse” bidder, Living Investments, LLC, for the Brooks Apartment complex in Norman, Oklahoma, which was owned by NV Brooks Apartments, LLC. Trustee filed all the appropriate motions and notices in an attempt to obtain the highest and best bid, and ultimately sold the property to Living Investments for $4,500,000.00. 115 Notwithstanding an objection by Price, 116 the Court approved the sale, and the transaction closed in December 2012, resulting in the release of MAC-CO’s guarantee of over $4 million to AAB, payment of over $285,000.00 in property taxes, and net proceeds of $85,941.19 to the estate. As part of the transaction, Trustee assigned to the purchaser the right to receive certain insurance proceeds due from First Specialty Insurance Corporation for pre and post-petition hail, tornado, and fire damage. To accomplish the assignment and comply with the terms of the agreement, Trustee filed an emergency motion and obtained an order requiring the insurer to issue proceeds to the Trustee, specific contractors, or the purchaser as directed. 117
In 2012 and 2013, Trustee consummated sales of the Vendamatic laundry contracts to Price and an affiliated entity, netting approximately $85,000.00 to the estate. 118
In November 2012, Trustee sold MAC-CO’s membership interests in MA Cedar Lake Apartments, LLC, and 59th Street Business Park, LLC to Price and 250 West, LLC, 119 subject to all liens and claims, and subject to obtaining releases from the lienholders and everyone affiliated with Price and/or McGinnis. 120 This transaction resulted in proceeds of *819 $800,000.00 to the estate, and a release of liability in the amount of $2,882,575.40 and the release of tax claims. 121
In a separate transaction, Trustee also sold MACCO’s interest in JU Madison Park Apartments, LLC and LP Chalet Apartments, LLC, to the same entity under the same conditions. 122 ■ This sale resulted in proceeds of $400,000.00 to the estate and the release of claims of four lenders in the total amount of $7,178,603.12 and the release of tax claims. 123 Trustee assigned the membership interests to Price and 250 West, LLC. 124 McGinnis once again assumed management of the Cedar Lake entity and was its designated fiduciary. After reviewing the first monthly operating report McGinnis filed after the sale, the UST objected to McGin-nis’s questionable transfers of Cedar Lake’s funds, and his failure to pay creditors that Price promised to pay as a condition of the sale (ie., taxing authorities), which prompted Judge Jackson to appoint an examiner in the Cedar Lake case. 125
In November 2012, Trustee obtained authority to sell the estate’s interests in the Holbrook Shopping Plaza entities, which owned a shopping center in Arizona. Hol-brook, like Cedar Lake, was also a Chapter 11 debtor in possession. After four extensions, the sale closed on February 28, 2013, and MACCO’s interest in the entities were assigned to Price. 126 MACCO’s estate benefittéd from net proceeds in the amount of $10,000.00 and a release of FAA’s claim in the amount of $1,443,907.88. 127 Trustee ensured that all of Holbrook’s creditors were paid through the closing process, and Holbrook’s Chapter 11 case was ultimately dismissed. 128
On August 28, 2013, after seven extensions, 129 Trustee sold the estate’s membership interests in Chapter 11 Debtors JU Villa Del Mar Apartments, LLC and SEP Riverpark Plaza, LLC, generating $900,000.00 cash for the estate and the release by FAA and AAB of approximately $18 million in guarantee claims. 130 Trustee assigned the interests to 550 West, LLC and'400 West, LLC, respectively, entities for which McGinnis was manager. In addition, Trustee caused all creditors of these two debtors in possession to be paid in full from proceeds of the sale, including $2,136,073.00 in property tax claims, and their Chapter 11 cases were dismissed.
By August 28, 2013, Trustee had liquidated all real property and operating assets of MACCO. As a result of Trustee insisting on releases of potential deficiencies and guarantees in connection with the sales, claims against the estate in excess of $72 million were eliminated. 131
*820 Negotiations of these sales — and assuaging concerns of secured and unsecured creditors and the UST about returning the properties to prior management — required Trustee and Counsel to communicate and collaborate extensively with these constituencies. From Price and McGinnis’s viewpoint, the cooperation among Trustee, Counsel, the Committee, the UST, and secured creditors amounted to a conspiracy among a close-knit bankruptcy community to deprive them of their life’s work. It was Price and McGinnis who invoked the complex machinery of Chapter 11 of the Bankruptcy Code, however, which both guided and constrained the conduct of Trustee, Counsel and all professionals and parties involved. The Court finds that Trustee and Counsel meticulously abided by the law and rules, and exercised sound business judgment in the face of tremendous adversity. The direction of the case was preordained by the dire circumstances of the debtor and its subsidiaries, and the muddling of their identities — and not by bad faith or improper motives of Trustee, Counsel, or their colleagues.
F. Abandonment of Properties
Early in the case, FAA obtained, with Trustee’s consent, an order authorizing Trustee to abandon the estate’s interest in one of the Turtle Creek condominiums. 132 The property was non-income producing and encumbered by two mortgages, tax hens, and home owner association liens. After abandonment, but before FAA could exercise its state law remedies against the property, Price conveyed the condo to a newly-formed entity and filed bankruptcy on behalf of that entity. 133 FAA’s experience was a cautionary tale to all secured creditors. 134 Instead of seeking stay relief and abandonment, secured creditors preferred to leave their collateral under the safe umbrella of the MACCO Chapter 11 case in the hands of Trustee. 135
Also in the first month of Trustee’s appointment, Trustee caused a MACCO subsidiary, Sovereign Office Park, LLC, to file its own Chapter 11 case 136 in order to halt Kirkpatrick Bank’s mortgage foreclosure action so Trustee could investigate .the value of the office park. After obtaining appraisals, Trustee determined the value of the property' was less than the two mortgages and unpaid tax liens encumbering it. Trustee conceded to stay relief and abandonment, and dismissed the LLC’s Chapter 11 case. 137
*821 On March 19, 2012, Trustee sought to abandon the Swan Lake Road property, citing its burden to the estate and the lack of equity. The motion was not opposed, and an order of abandonment was entered on April 10, 2012. 138 Although MACCO owned the property, the property was pledged as collateral on a note on which MACCO was not liable. Since MACCO had no liability to any lender directly or as guarantor, no releases were needed. 139
On April 2, 2012, Trustee filed a motion to abandon MACCO’s interest in four SPEs that owned apartment complexes mortgaged to Frontier State Bank. 140 Although Trustee again attempted to negotiate a sale of these properties to Price and McGinnis or their affiliates, Frontier still would not agree to release MACCO’s guarantee. Frontier also refused to allow Trustee to use cash collateral to repair the dangerously rotted stairwells and landings. 141 An order authorizing abandonment was entered on April 16, 2012. 142 Although Trustee did not obtain a release of the estate’s guarantee from Frontier State Bank upon abandonment, the bank later withdrew its $6,143,528.56 proof of claim. 143
In the exercise of -sound business judgment, Trustee appropriately abandoned assets that were burdensome to the estate and that exposed the estate to actual and potential liabilities. -
G. Trustee’s Operation of Properties and Entities
Fundamental to Price and McGinnis’s objections to compensating Trustee and-his professionals is their belief that Trustee ignored his duty to maintain and protect the income-producing properties (ie., the apartment complexes, office buildings, and shopping center), and failed to operate them in a manner that maximized occupancy and revenues. In this regard, they claim that when Trustee was appointed, the properties were well maintained and flourishing, that occupancy was high, and the properties were cash flowing. They complain that Trustee intentionally “starved” the properties, ignoring their pleas to use other entities’ funds for maintenance and repairs, so that when Price reacquired the properties during the period spanning late 2012 to September 2013, they had deteriorated significantly, and income and occupancy had diminished. They attribute these conditions to gross negligence or willful mismanagement by Trustee in (1) not providing sufficient oversight or security to prevent vandalism in some cases, and the theft of furnishings, copper, appliances, and equipment in others (and in one case, theft of rent checks); *822 (2) not promptly repairing damage caused by storms and tornados, leading to water damage and the growth of mold; (3) not filing insurance claims; and (4) not diligently courting tenants and potential buyers. With respect to MACCO’s single-family residences, they claim Trustee failed to maintain or lease them.
At trial, Price introduced photographs that she testified were taken at the time she reacquired the properties — i.e., from April 2012 through September 2018 — as evidence of purported mismanagement and neglect by Trustee. 144 As demonstrated by Trustee’s credible testimony 145 and supported by his contemporaneous time records, however, Price had submitted these exact photographs to Trustee on January 8, 2012, long before she reacquired the properties. 146 These photographs actually represent the dilapidated condition of the properties Trustee inherited upon accepting his office.
As an example, photographs taken by one of the professional property managers employed by Trustee during her initial walk-through of an apartment complex in July 2011 depicted the same crumbling concrete stairs, and wood rot afflicting landings and catwalks, that appeared in photographs taken by Price as examples of Trustee’s alleged mismanagement. 147 The manager immediately barricaded the stairwell for the safety of the tenants, moved them to other units, and solicited several bids to renovate the stairwell. 148 Trustee, however, could not hire anyone for the project because the lender that controlled the entity’s cash decided to retain and pay McGinnis to make the repairs. 149 While Price accuses Trustee of willfully neglecting this property, it turns out that Trustee and his professionals acted quickly and responsibly in insuring tenant safety and planning to repair the structural damage, but were undermined when McGinnis convinced the lender that he would make the repairs.
Frankly, none of Price’s testimony blaming Trustee and his professionals for “running down” the properties can be trusted, and the Court finds that Price’s testimony concerning the photographs was a blatant attempt to mislead the Court into believing that deterioration of the properties occurred during Trustee’s watch. The preponderance of the evidence indicates that these properties required structural, mechanical and/or cosmetic rehabilitation prior to Trustee’s appointment, and the photographs Price took and delivered to Trustee before he sold any of the properties to Price reflect that existing deferred maintenance. 150
*823 Moreover, Price’s claim that Trustee’s actions caused diminished occupancy presupposes that the initial occupancy rates claimed by McGinnis were accurate. Credible evidence established that those rent rolls were inflated, and therefore any decline in occupancy was not as pronounced as represented by Price. In fact, the evidence established that after delinquent and phantom tenants were evicted or removed from the rent rolls, occupancy in most of the complexes gradually and steadily increased during Trustee’s tenure. 151 Moreover, health and safety concerns — as well as the lack of unencumbered funds to rehabilitate or refurbish— contributed to the number of unoccupied units Price complained of.
Price and McGinnis contend that the properties quickly depreciated within the first 45 days of Trustee’s tenure, ie., before his professional property managers were in place. McGinnis testified that the properties “deteriorated in physical condition immediately because ... there was no money being put back into those properties. In fact, [in] the first two weeks ... there was absolutely no dollars spent to keep those properties maintained, and there were air conditioners] going out. And I was paying for those on my own credit card ... to preserve the asset and preserve the tenants.” 152 However, this testimony only bolsters Trustee’s position that the apartment complexes were already in a state of disrepair and economic chaos when he was appointed and that no unencumbered funds were available to maintain them.
Price derides Trustee’s decision to exclude her and McGinnis from managing the properties and views Trustee’s employment of professional property management firms as unnecessary, expensive, wasteful, and ineffective. In light of Judge Jackson’s finding in the 52-Page Order that “Price and McGinnis should not be restored to management under any interpretation of the evidence,” 153 it is irrefutable that Trustee exercised sound business judgment in declining to employ Price and McGinnis, and in retaining professional property management firms with extensive experience in operating multi-family residential properties.
With the Court’s approval, Trustee brought in Price Edwards to manage five multifamily complexes located in Oklahoma, which the parties identify colloquially as Remington, Winslow, Newport/Granada, and Brooks. Trustee retained Wichita-based RSC to manage properties located in Wichita, Kansas, identified as Cedar Lake, Madison Park, Villa Del Mar, Riverpark, Battin, Parkwood, and Southeast. 154 Managers were on site within 45 days of Trustee’s appointment, and they observed and recorded both the condition of the properties and the state of the books and records. Testimony of the managers unambiguously established that the conditions they encountered were the result of long-term neglect that commenced long before Trustee was appointed. 155 Many of the properties were located in high crime areas and were subject to frequent vandalism. Safety issues requiring immediate attention included missing *824 smoke alarms and GFI receptacles, pools that did not comply with federal laws, and pools that had broken equipment or gates. 156 Some properties were full of trash, or infested with roaches or contaminated by mold. Unwanted furniture and trash littered the dumpster areas. The mechanical components of some units, ie., hot water tanks, refrigerators, air conditioners, and other appliances, had been cannibalized in order to fix or furnish other units. Exterior issues included dead trees, old and leaky roofs, missing soffits and siding, broken windows, termite damage, deteriorated fencing, unstable wrought iron railings and supports on catwalks and stairwells, drainage issues, broken pool gates, and wood rot. Existing on-site personnel lacked appropriate written policies and procedures for screening potential tenants or complying with federal and state housing laws. Rent rolls provided by Price and McGinnis were inaccurate, and did not account for vacancies occurring several months prior to Trustee’s appointment, and the rolls were also exaggerated by listing non-paying tenants. 157
Although occupancy — and revenues— dropped initially after Price Edwards and RSC took over, after a transition period, they rebounded. 158 The initial decrease was in part a function of the inaccurate rent rolls and in part because Price Edwards and RSC employed more stringent application policies and background checks — policies to screen out unreliable tenants. 159 Moreover, in the first months of Trustee’s control, McGinnis had diverted in excess of $88,000.00 in rents from the Remington and Winslow complexes, 160 which also contributed to the lower initial revenues that Price attributes to Trustee’s mismanagement. 161
Price cites, as an example of neglect, an incident in which an on-site manager misappropriated $35,000.00 in rent checks from two Oklahoma complexes. However, the evidence supports finding that (1) the manager was originally a McGinnis hire, and Price Edwards kept her on the payroll after a background check; (2) the manager first claimed she was robbed of the checks at gunpoint, and was terminated by Price Edwards for failing to deposit checks daily according to policy; (3) the face amount of checks stolen was not $35,000.00, but approximately $8,000.00; (4) Price Edwards immediately mitigated the damage by alerting tenants and helping them stop payment on the stolen checks and issue new rent checks; (5) when Price Edwards learned that the manager perpetrated the theft, it pressed criminal charges against her; and (6) the manager ultimately paid $1,700.00 in restitution. 162 The Court finds that this incident does not reflect any neglect or mismanagement by Price Edwards or Trustee.
The Brooks apartment complex in Norman, Oklahoma, was a special case. Price and McGinnis testified that their investor *825 had no interest in purchasing this complex because, they allege, Trustee failed to mitigate storm damage, necessitating remedial “environmental” work that the investor deemed too expensive. The evidence established, however, that when Price Edwards took over management in July 2011, they encountered units with signs posted by the City of Norman that warned: “Uninhabitable by Humans.” 163 The Fire Marshal had condemned one of the eight-unit buildings in which a fire occurred in October 2010 (nine months prior to the appointment of Trustee). Two children perished in the fire. 164 Concerned for the safety of residents in other buildings, the City and the Fire Marshal planned to condemn the entire property due to McGin-nis’s failure to timely make electrical, plumbing and HVAC repairs to meet health and safety codes. Prior to Trustee’s appointment, only two buildings in the complex had been brought up to Code. 165 Trustee and his management professionals met with City inspectors and the City Attorney to determine what needed to be done to remediate the violations. Over time, Trustee and Price Edwards obtained a clearance for occupancy from the City on several more buildings.
The Brooks complex had also suffered hail damage from two separate storms before Trustee took over, one in 2009 and one in 2011. Then, in April 2012, Brooks sustained extensive tornado damage, prompting Trustee and Counsel to react on an emergency basis to preserve property, ensure safety of residents, and determine insurance coverage. 166 Trustee retained a public adjuster to establish the estate’s claims against the insurers 167 and began working on repairing the property to ready it for sale. That included asbestos removal and mold remediation. These multiple catastrophic events resulted in additional uninhabitable units and a continued decrease in rental revenue. 168 Notwithstanding these obstacles, Trustee succeeded in obtaining a buyer for the complex which resulted in the payment of all mortgages and other liens, with interest, and elimination of MACCO’s guarantee liability. 169
The Wichita, Kansas, apartment complexes, consisting of more than 1,900 units, similarly suffered from deferred maintenance prior to Trustee’s appointment. RSC’s Steve Martens testified at the hear *826 ing held in July 2011 concerning the condition and status of the Wichita properties. His initial review revealed undocumented employees, an absence of equipment to maintain the properties, an outdated rent control system, and a general lack of organization. 170 The physical condition of the properties, which were built in the 1950s and 1970s, were “run down” and showed “signs of significant deferred maintenance, both on the exterior and ■ interior.” 171 In addition, rent rolls included tenants that had vacated the property some time earlier. 172 Tenant security deposits had not been segregated and tenant refunds had been paid from operating accounts. 173 Utility companies were on a cash only basis, and in many units, where electrical service had been disconnected for a long period of time, the meter had been removed. Those units could not be occupied until city inspectors certified the electrical systems and the meters were replaced. 174 The city of Wichita reported 147 existing code violations, including swimming pool violations involving drains, fences and equipment, and chronic criminal activity at the vacant Battin apartment complex. 175
Upon taking over management of the properties, Mr. Martens’s team performed triage to identify units that needed immediate attention such as water leaks, and to determine which units could be made ready to lease with little .expense and which could not be rented without substantial investment. Trustee and management left vacant the units needing extensive investment (“down units”) and focused available resources on units that could be made rentable by, for instance, moving appliances from mold or water damaged units to other units. With respect to the code violations, pools that could be brought up to code were, and the few that had more extensive problems were drained and closed. 176 RSC managers made efforts to improve occupancy by instituting promotions, tie-ins, and referral discounts, and by advertising in the city-wide apartment guide.
With little to work with, Trustee and RSC made significant strides toward improving the safety, appearance, and services at the Wichita properties (within the confines of available funding), eliminated all code violations, evicted non-paying tenants, hired and trained competent maintenance and leasing personnel, established procedures, kept utilities and insurance current, established tenant security deposit accounts, and established reliable financial records. 177
Occupancy, and employee morale, suffered from interference by Price and McGinnis, who contacted employees of the apartment complexes with rumors that they would shortly be taking over management, which caused confusion and disruption. When word got out that a property was under contract for sale, employees sought other employment, creating vacancies for on-site managers and maintenance personnel that were difficult to fill during the sometimes lengthy periods between contract and closing. 178
*827 Price and McGinnis both complained of broken windows at the Battin property, contending that Trustee neglected to secure Battin with fencing and on-site security. It is undisputed, however, that the complex was 100% vacant when Trustee was appointed, and that LP Battin Apartments, LLC, lacked any source of income. A large complex built in the 1950s, Battin was located in a high crime area of Wichita and was subjected to repeated .vandalism. In fact, even before Trustee, was appointed, the City cited Price and McGinnis with code violation notices relating to the condition of the property. 179 When Mr. Martens inspected Battin before RSC was retained, he observed numerous broken windows and doors that had been kicked in. He considered the units too unsafe to even enter for inspection. 180 Trustee and his management team met with Wichita officials to address the code violations. Trustee used part of the $300,000.00 fund to fix violations, and then sought to abandon the property. In September 2011, Trustee, the lender, and Price and McGin-nis agreed that in lieu of a formal abandonment, McGinnis would maintain the property and that the lender would advance funds to McGinnis for that purpose. 181 For Price and McGinnis to place blame for Battin’s dismal condition on Trustee and RSC when the evidence established that serious code violations existed before Trustee was appointed, that Battin generated no income, and that McGinnis and the lender willingly assumed the burden of maintaining the property, is hypocritical and further underscores their utter lack of candor to' the Court;
In most cases, however, Trustee was able to work closely and cooperatively with lenders and property managers to tackle deferred maintenance issues, providing lenders with rehabilitation plans, budgets, and progress and occupancy reports to justify his use of cash collateral. 182 For example, with respect to the Cedar Lake property, Trustee obtained the lender’s consent to use half of the rental income for maintenance and rehabilitation. 183 Priority was placed on matters affecting safety of the tenants and on units that could be made ready for lease with minimal investment. Most lenders would advance $1,000.00 to $2,000.00 per unit to increase occupancy. 184 That said, many units required $15,000.00 to $20,000.00 in repairs. It made no economic sense for lenders to advance funds to refurbish those units because rents would not offset the investment in any reasonable time period. 185 In addition, it was well known that the apartment complexes were to be sold and the loans satisfied. Price highlights these “down units” as examples of Trustee’s neglect, but again, fails to explain how Trustee could have funded the rehabilitation of those units. 186
The Court finds that Trustee made the best of a bad situation. These were physi *828 cally decrepit and financially troubled properties, many involved in foreclosure or bankruptcy proceedings. They required significant investment of new money for maintenance and rehabilitation — money not available to Trustee. Trustee properly refused to adopt McGinnis’s unconventional methods of financing the maintenance and operations of these marginally habitable properties. The Court deems Trustee’s skills and business judgment in safeguarding, operating, and selling the properties impeccable. Trustee focused on tenant health and safety, resolved code violations, protected and maintained the physical assets to the extent funds were available, constructed credible books and records, satisfied all the post-petition liabilities left unpaid by McGinnis, reduced the estate’s guarantee liabilities, and negotiated sales resulting in cash to the estate to pay administrative expenses and unsecured creditors, all while fielding constant demands, threats and interference from McGinnis and Price.
H. Price’s Proposed Plan and Disclosure Statement
In May 2012, shortly after Trustee disposed of MACCO’s non-income producing properties, Price proposed a plan of reorganization in which she would retain her equity in MACCO. Pursuant to the plan, creditors would retain their pre-bankrupt-cy claims and rights, which, she claimed, rendered them unimpaired and therefore not entitled to vote on the plan. 187 Price filed a separate motion seeking a declaration that such treatment of creditors did not impair their rights (“Impairment Motion”), drawing vehement objections from Trustee, the Committee, and several creditors. Counsel for Price explained to the Court that Price desired to “attempt to confirm the plan by consents under 1129(a) as opposed to cramdown under 1129(b). That’s what this is about.” 188
On July 6, 2012, Price filed a second amended plan and a second amended disclosure statement, which also attempted to disenfranchise all classes of claims by labeling them unimpaired. 189 This filing also drew objections by Trustee, UST, AAB, QCB, FAA, the Committee, and Louis F. Vargas, a litigation creditor. These parties outlined dozens of instances of inaccurate or misleading information contained in the disclosure statement, as well as the omission of highly relevant information. The objecting parties also argued that the plan itself was patently unconfirmable. According to AAB:
Best case, the Plan would: a) merely substitute [a new lender] for a relatively small percentage in dollar amount of Macco’s existing creditors; b) force Macco’s other creditors, who hold in excess of $16,000,000 in allowed claims and have been subject to this bankruptcy proceeding for years, to pursue their state court remedies in an effort to recover anything from Maceo; and c) restore management over Maceo to Ms. Price and Mr. McGinnis, despite this Court having previously rejected a motion to dismiss this case that would have led to control over Maceo being restored to Ms. Price and Mr. McGinnis. For the vast majority in dollar amount of Mac-co’s creditors, the Plan would be the equivalent of a dismissal of this case. ^ % ‡
The Plan is nothing more than a backhanded effort by Price to restore control over Maceo to herself and her husband. As the Court well knows, Ms. Price and her husband were removed from man *829 agement for cause and replaced with a trustee. None of the reasons that led to the Court’s replacing pre-petition management have changed, and none of those reasons are resolved by the Plan. In substance, the Plan is merely a transparent, collateral attack on the Court’s appointment of [Trustee], and a transparent collateral attack on the [52-Page Order]. 190
Another creditor echoed that sentiment.
Based on the historical data of the wrongdoing of Price and McGinnis in their operation of Maceo, the Proposed Plan is not feasible because there is no realistic possibility of an effective reorganization under their management.” 191
On August 2, 2012, a few days before the scheduled hearing on the Impairment Motion, Price withdrew the motion. 192 The Court then set a hearing on the adequacy of the second amended disclosure statement for September 12, 2012. On August 20, 2012, however, Price filed her third amended plan and disclosure statement. This time, she designated all claims as impaired, proposed to reaffirm and except from discharge all guarantee claims, and proposed to pay all other unsecured claims from funds drawn on a $5 million letter of credit. Price would retain her equity ownership in MACCO, with Price and McGin-nis serving as its officers. 193
The UST, Trustee, AAB, FAA, QCB, and the Committee filed new objections to this third effort. These parties had recently discovered that Division Properties, LLC — an entity Price purchased from Trustee in January 2012, and which owned and operated the Remington Apartments and the Winslow Glen Apartments in Oklahoma City — filed a Chapter 11 case in the Northern District of Texas. 194 This was Division Properties, LLC’s second Chapter 11 filing in two years. The first case was filed in 2010 in the Western District of Oklahoma in order to stay Wells Fargo from proceeding with .receivership and foreclosure actions. In 2012, Division Properties, LLC, again under management of McGinnis, was in default of its loan obligations, and Well Fargo again sought a receivership and foreclosure, which prompted the second bankruptcy filing, this time in Dallas, Texas. Moving to dismiss the. bankruptcy, Wells Fargo alleged bad faith and venue shopping. Three weeks into the case, the debtor in possession had not yet requested permission to use cash collateral, and Wells Fargo sought an order prohibiting any unauthorized use. In September 2012, an agreed cash collateral order was entered requiring Division Properties to make substantial adequate protection payments to Wells Fargo, which McGinnis represented would be funded by Price’s investor, Mr. Snyder. That order was immediately breached when adequate protection payments were not made. Supplemental negotiated orders to cure those defaults were similarly breached. Thereafter, a proposed Section 363 sale to Mr. Snyder or his entity, who allegedly promised to satisfy the mortgage debts in full, failed to close, notwithstanding being afforded numerous extensions over a two-month peri- *830 ocl. After being hindered from exercising its rights for more than six months, Wells Fargo obtained a dismissal of the case and a 180-day bar order. 195
The Division Properties bankruptcy cast serious doubt on the feasibility of Price’s proposed plan for MACCO. None of the objecting creditors would consider entering into a reaffirmation agreement with MACCO in exchange for allowing Price and McGinnis to retake control of MAC-CO. Creditors were also justifiably skeptical of the proposed $5 million letter of credit. No documentation of a firm commitment by the proposed funder had been provided. Indeed, the latest Division Properties fiasco underscored the unlikelihood that the promised funding would be forthcoming.
The disclosure statement hearing set for September 12, 2012, was stricken upon Price’s request to allow her to file a fourth amended plan and disclosure statement. The Court afforded Price until September 21, 2012, to file a disclosure statement that appended a written commitment from the proposed grantor of credit. 196 Price timely filed her fourth amended disclosure statement, but the so-called commitment attached was not by any means definite. NBC Bank offered to fund a $5 million letter of credit only if various conditions were met, including the deposit of a $5 million CD, payment of a commitment fee of $400,000.00, bringing current loans made by NBC to other Price entities, and the execution of guarantees by various individuals and entities. 197 Also attached to the disclosure statement were letters executed by Ed Snyder and David Lieberman, manager of an LLC affiliated with Price and McGinnis, promising to fulfill NBC Bank’s conditions. In yet another round of objections, Trustee, QCB, AAB, FAA, the Committee, and the UST expressed legitimate doubt that the contingencies attached to the proposed funding of the plan would ever occur. Nothing in the disclosure statement established that the parties offering to meet these conditions had the financial means to do so. 198 All objecting parties urged the Court to deny approval of the disclosure statement as lacking sufficient information, and as not conducive to a confirmable plan. None of the objecting creditors wanted the fate of their claims resting in the hands of Price or McGinnis. At Price’s request, the hearing on the fourth amended disclosure statement was continued indefinitely. 199
In the meantime, Price continued purchasing assets from the MACCO estate, resulting in the release of claims against MACCO by some of the objecting creditors. On December 21, 2012, Price tried again, filing her fifth amended plan and disclosure statement proposing to pay certain creditors in full and guaranteeing payment to others, underwritten by a $20 million line of credit again allegedly prom *831 ised by Mr. Snyder. 200 Again Trustee, UST, AAB, FAA, and the Committee filed objections, asserting concerns similar to those previously made. Weighing the long history of breached agreements, many creditors concluded that Price and McGin-nis had no intention of complying, with the plan terms if it were confirmed.
In her First Modified Fifth Amended Plan, Price designated a third party disbursement agent. This plan was modified a second and third time in conjunction with discussions among the parties. 201 However, the third modified disclosure statement remained objectionable to Trustee, the Committee, the UST, and secured creditors. 202 Again, among other issues, there was no evidence of a binding commitment of any lender to supply a $20 million line of credit to fund the plan. Mr. Snyder’s commitment, attached to the disclosure statement, was unsigned, and Mr. Snyder’s financial ability to make such a commitment was again unaddressed. The parties negotiated and collaborated on another disclosure statement, and each party filed supplemental objections. 203 A fourth modified fifth amended plan and disclosure statement were filed on March 8, 2013. 204 The commitment letter attached to the disclosure statement was not still signed. At a hearing on March 11, 2013, the parties agreed to defer further proceedings on the plan until contracts to sell the last two operating SPEs closed and the lender, AAB, released its $18 million guarantee claim against MACCO, at which point the validity of the $20 million letter of credit commitment would be moot. 205
Accordingly, Trustee moved to sell the two remaining SPEs, SEP Riverpark Plaza, LLC and JU Villa Del Mar Apartments, LLC, to Price and her affiliates. The sale was scheduled to close in May 2013, but Price objected to fees and expenses included in the secured lender’s claim — fees and expenses AAB was forced to incur in response to Price’s litigiousness during the course of the bankruptcy case. 206 The objection delayed the closing of the sale, as well as resolution of the plan and disclosure statement issues. 207 On May 23, 2013, AAB and Price entered into a stipulation 208 as to the amount of AAB’s claim. The sale of SEP Riverpark Plaza, LLC and JU Villa Del Mar Apartments, LLC did not close until August 28, 2013, however. Price did not propose another modified plan.
Price’s plan of reorganization failed for the same reasons the Global Agreement failed — Price and McGinnis promised more than they could or would deliver. In both instances, Price claimed that all creditors would be paid and claims would be released, but she failed to produce written evidence of a credible funding source. Since Price and McGinnis lacked any record of transparency or trustworthiness, *832 Trustee and the Committee as fiduciaries, and the UST as watchdog, reasonably and responsibly required assurances that Price and McGinnis, or their affiliates, could financially perform their contractual obligations prior to relinquishing property of the estate. Nor were creditors willing to give Price and McGinnis the benefit of the doubt. Unfortunately, the plan process was extremely time-consuming, and amplified fees and expenses across the board, including those of Counsel, MED PLLC, and Trustee.
I. Renewed Attempt to Disband the Committee
As noted, the Committee actively opposed the proposed plan’s intended treatment of unsecured creditors. Shortly after filing her first amended plan, Price filed a Motion for Order Declaring Cessation of Bona Fide Existence of Creditors’ Committee, or in the Alternative, Determination of its Lack of Standing. 209 Again, she argued that because the three original Committee members had been paid in full, the Committee should be dissolved. 210 Two members continued overseeing the proceedings on behalf of the unsecured creditor body. One of them, Jackie Hill, purchased a small unsecured claim after McGinnis paid his original claim, and therefore he was in fact an unsecured creditor. Claiming to be victimized by the Committee’s aggressive oversight, however, Price contended that “it is inexplicable that the United States Trustee has permitted the membership of the Committee to evolve to the point where it has become merely a tool for the non-economic agenda of a single creditor whose original claim has long since been satisfied.” 211 In its defense, the UST argued that the Committee was a distinct entity that had fiduciary responsibilities to the entire body of unsecured creditors, and could not be terminated simply because its individual members’ claims had been strategically paid by a third party. 212
Tellingly, no one but Price and McGin-nis challenged the adequacy of the Committee’s representation of the unsecured creditor body or Committee counsel’s representation or cost to the estate. The Committee had been an effective advocate; its original investigation of McGinnis’s activity while operating MACCO as debtor in possession led to the appointment of Trustee and the preservation of the $1,375 million settlement proceeds; and its efforts during the sales to Price increased purchase prices and earnest money deposits, all to the benefit of unsecured creditors. 213 The estate was fortunate that the two original Committee members agreed to continue in that role — the majority of unsecured creditors were disinclined to *833 serve, having watched the existing Committee members intimidated, manipulated, and sued by Price and McGinnis. 214
After a full hearing, Price’s motion to disband the Committee was denied. 215 On July 23, 2012, the UST appointed two additional unsecured creditors to the Committee — Cobblestone Apartments of Tulsa and Louis F. Vargas. 216 Approximately one week later, an entity controlled by Price and McGinnis purchased Vargas’s claim. 217
J. Adversary Proceedings
As required under Section 1104 of the Bankruptcy Code, Trustee and MED PLLC engaged in forensic accounting to determine potential recoveries to the estate for unauthorized post-petition transfers and for fraudulent or preferential transfers. 218 Trustee and Counsel commenced or joined in at least twelve adversary proceedings.
1. Pending Adversaries Seeking Recoveries from Price and McGinnis
In 2012, Trustee filed four complaints, and in 2013, two additional complaints seeking recovery of a total of approximately $6.5 million in transfers made by MACCO to Price, McGinnis, or an individual or entity affiliated with them. 219 In December 2012, McGinnis filed a motion to suspend the prosecution of the 2012 proceedings to “reduce the distraction and expenses caused by this litigation, which increases the administrative costs and depletes the resources available to fund a 100% plan.” 220 The motion drew objections from Trustee and the Committee. After a hearing, the motion was denied, and the Court set scheduling conferences in the adversary proceedings for May 6, 2013. 221 At the scheduling conferences, the Court set the matters for trial on September 16, 2013. On July 16, 2013, the defendants filed motions to withdraw the reference. Judge Jackson suspended discovery and scheduling order deadlines pending the District Court’s ruling on whether withdrawal of reference was warranted. The motions to withdraw reference have been under advisement since September 16, 2013.
In September 2013, Price and McGinnis again filed applications to stay or dismiss *834 the adversaries against them because, they alleged, the estate had sufficient cash to pay all remaining claims in the case. Again, the applications were denied.
In December 2013, in connection with Price and McGinnis’s agreement to convert the Chapter 11 cases to Chapter 7, Trustee agreed to dismiss the adversary proceedings on the ground that at that point it did appear, in fact, that the estate had sufficient cash to pay Chapter 11 administrative expenses and unsecured claims. Trustee duly filed motions to dismiss, and then withdrew them after Price and McGinnis failed to tender the required releases. Once releases were in hand, Trustee refiled the motions to dismiss. Two creditors and the UST have objected to dismissal of these adversary proceedings against Price and McGinnis, however, in light of the drain on the estate’s cash resulting from the continued post-conversion litigation Price and McGinnis have pursued, which may render the estate administratively insolvent after all. All pending motions in these adversary proceedings will be addressed by the Court after all Chapter 11 administrative expense claims are determined by final orders.
2. Adversary Seeking Subordination of Claims.
Trustee and Counsel were also drawn into the Committee’s adversary proceeding against Mr. Ledbetter, McGinnis, Price, and First Enterprise Bank (“FEB”), in which the Committee alleged a complicated conspiracy to defraud the estate. 222 Price, McGinnis and FEB moved to dismiss the case, arguing that the Committee did not have standing to bring the action, and then objected when Trustee moved to intervene and be substituted as plaintiff. 223 The parties ultimately agreed to allow Trustee as substitute plaintiff, and the matter was successfully concluded shortly thereafter when Trustee obtained agreed subordinations. FEB withdrew its unsecured proof of claim in the amount of approximately $1.1 million on September 10, 2013, and the adversary proceeding was dismissed.
3. First Specialty Insurance Corporation litigation.
In connection with NV Brooks’s sale of the storm-ravaged Brooks apartment complex to Living Investments, LLC, Trustee assigned insurance proceeds, estimated to be in excess of $1.3 million, to the purchaser. 224 The insurer, First Specialty Insurance Corporation (“First Specialty”), refused to pay the claim, and in September 2013, filed an action in New York County court against the members of NV Brooks Apartments, LLC (ie., MACCO (99%) and General Properties, Inc. (1%)), seeking a declaration that it was not obligated to pay the claim. As Trustee’s Counsel did not have expertise in insurance matters and was not licensed to practice in New York, Trustee identified Oklahoma counsel with such expertise, and New York local counsel that agreed to charge Oklahoma rates, and filed a motion for authority to employ the firms to defend against the First Specialty’s New York action and to pursue a bad faith breach of contract claim against First Specialty in Oklahoma. 225
Price and McGinnis objected to the retention of counsel, contending that General *835 Properties, Inc., a McGinnis company, had already retained counsel to represent General Properties, Inc. and MACCO 226 in the New York action, and that Price, as MAC-CO’s ultimate residual interest holder, did not want the estate to incur the expense of retaining additional counsel. Price further stated that she was “unwilling” to defend the declaratory judgment action or pursue the bad faith claim “regardless of the benefits she may receive.” 227 Price’s stated intent to abandon the insurance claim alarmed Living Investments, LLC, causing its counsel to enter an appearance in the MACCO case, file a response to the objection to the employment application, and prepare for and attend a hearing on the matter in order to advise Judge Jackson of the stakes involved. 228
At the hearing, which was attended by six attorneys, Price abruptly modified her stance and stated that she was “just objecting to the hiring of lawyers in New York.” 229 Trustee’s motion to retain special counsel was granted. 230 Price and McGinnis appealed the order to the Bankruptcy Appellate Panel (the “BAP”). 231
Thereafter, Trustee commenced the bad faith breach of contract proceeding against First Specialty in the district court of Cleveland County, Oklahoma, which First Specialty removed to federal court. 232 Trustee also filed an adversary proceeding against First Specialty alleging that the New York action was filed in violation of the automatic stay. 233
The Court was recently informed that the three interrelated First Specialty cases have been settled.
K. The UST’s Motion to Convert vs. Price’s Motion to Dismiss
On September 10, 2013, shortly after the last of MACCO’s operating assets were sold, the UST filed a motion to convert the MACCO and NV Brooks cases to cases under Chapter 7. 234 In addition to proceeds from Trustee’s operation and liquidation of the hard assets, MACCO and NV Brooks also held avoidance, recovery, collection, and insurance claims against third parties, as described above. The UST believed conversion was preferable to dismissal because — :
it is essential for a trustee, exercising fiduciary authority, to remain at the helm of these estates to bring final resolution to these cases and liquidate the remaining assets — not Price and McGin-nis or their chosen surrogate. Conversion ... provides the most economical method to bring finality for these long embattled bankruptcy estates. 235
*836 With the recent withdrawal of FEB’s $1.1 million claim and the disposition of Trustee’s other claims objections, unsecured claims in the MACCO case now totaled less' $600,000.00 and the Committee requested a partial distribution to unsecured creditors upon conversion, which Trustee and the UST supported.
Price and McGinnis objected to conversion, and moved to dismiss the cases. 236 Price again argued that all creditors and administrative expenses could be paid with cash on hand, and that pursuing the claims against herself, McGinnis, and their affiliates was unnecessary to complete the administration of the estate, and would result in needless additional administrative expenses. 237 The Committee and unsecured creditors “overwhelmingly oppose[d] any dismissal of the case.” 238 Trustee argued that it would be a mistake to “put [Price and McGinnis] back in control of a substantial fund of money and trust that they will pay the legitimate creditors of the estate which include both unsecured, and administrative creditors.” 239 Trustee also pointed out that NV Brooks lacked sufficient cash to pay its unsecured creditors in full; that claims by Living Investments, LLC, and the public adjuster were outstanding; and that Price did not intend to pursue the bad faith breach of contract claim against First Specialty. For those reasons, Living Investments, LLC and NV Brooks itself, through its own counsel, likewise opposed dismissal and wholeheartedly supported appointment of a Chapter 7 trustee to proceed with the multifaceted First Specialty litigation. 240
Price and McGinnis then filed an amended dismissal motion, proposing that MAC-CO’s accumulated funds be deposited into escrow and an' outside escrow agent be appointed to insure that creditors and administrative claimants were paid. 241 Trustee countered that a Chapter 7 trustee would do just that, bht under the watchful eye of the bankruptcy court. 242 A hearing on the motion to dismiss and motion to convert was set for December 3, 2013.
During this period, Price and McGinnis served Trustee with substantial discovery requests, ostensibly in preparation for a hearing on the motion to convert and motion to dismiss, and requested the Court to shorten the time for Trustee to respond. 243 Trustee objected to the scope and breadth of the requests, and after an expedited hearing, the Court ordered Trustee to answer just three interrogatories and one document request (modified by an appropriate time parameter) on an expedited basis. 244 Price also filed a motion to de-consolidate the NV Brooks case from the MACCO case, to which Trustee and counsel for NV Brooks objected because both entities were embroiled in the First Specialty litigation, neither estate had been fully administered, and deconsolidation would serve no purpose. 245
L. The Conversion Agreement
At 'the December 3, 2013, hearing on the UST’s motion to convert and Price’s mo *837 tion to dismiss, the parties announced an agreement on the following terms (the “Conversion Agreement”): (1) the MAC-CO and NV Brooks cases would be converted to Chapter 7; (2) Trustee would be appointed as Chapter 7 trustee in each case; (3) the Committee would be dissolved; (4) a partial distribution (90%) would be made to unsecured creditors, with interest on the full amount of the claims added to the final distribution; (5) a Chapter 11 administrative expense claims bar date would be set; (6) Price would file tax returns for all the SPEs for tax years 2010, 2011 and 2012 within 60 days so MACCO could file its outstanding fiduciary returns; (7) the adversary proceedings pending against Price, McGinnis, and related parties would be dismissed in exchange for mutual releases; (8) Price would dismiss the appeal to the BAP of the order approving employment of special counsel in the First Specialty litigation; (9) the parties would cooperate in prosecuting and defending the three pending lawsuits involving First Specialty; and (10) Trustee would file monthly interim reports. 246
Counsel for Trustee prepared an agreed order incorporating the terms of the Conversion Agreement announced in open court. Although Price and McGinnis refused to sign or approve the form of order, the Court entered it on December 16, 2013, and both cases were converted to Chapter 7. 247 Trustee was appointed as the Chapter 7 trustee for both estates 248 and Trustee was authorized to retain Counsel to represent him. 249 At that point, the MACCO estate had approximately $1.6 million in cash.
Trustee and Counsel immediately took action to implement the Conversion Agreement by (1) obtaining authority to distribute over $600,000.00 to pay 90% of each allowed unsecured claim, and making such distributions;. (2) obtaining and giving notice of an administrative claims bar date of January 31, 2014; and (3) filing motions to dismiss in the adversary proceedings involving Price and McGinnis.
Not only did Price and McGinnis refuse to sign the agreed order, they also refused to comply with it. On the very day of the hearing in which they agreed to dismiss the BAP appeal, Price and McGinnis filed a brief explaining why the appeal should not be dismissed as interlocutory. 250 Two weeks later, they filed their designation of record on appeal and statement of issues to be presented. 251 On December 20,2013, the BAP directed Trustee to respond to Price’s argument that the appeal should not be dismissed as interlocutory. Trustee filed his response on December 23, 2013. 252 In the end, the BAP dismissed the appeal as jurisdictionally defective, but not before *838 Counsel was forced to invest significant time responding to an appeal of a non-appealable order that Price and McGinnis had agreed to voluntarily dismiss — another complete waste of everyone’s time and resources. 253
Also in violation of the Conversion Agreement and agreed order, Price and McGinnis refused to provide Trustee with the mutual releases required as a condition for Trustee’s dismissal of the adversary proceedings. Trastee filed motions to dismiss the adversary proceedings in good faith, but when the releases were not forthcoming, he was forced to withdraw his motions. After releases were finally provided, new motions to dismiss were drafted, filed, and noticed.
As of the date of the Fee Hearings, Price had still not filed the SPEs’ tax returns, although her counsel represented that most of the returns were completed and ready to be filed. 254 One reason the returns had not been filed was that Price objected to Trustee’s motion to pay the accountant that has been retained to complete the SPE’s returns.
M. Contested Chapter 11 Issues After Conversion
At the time of conversion, just a few matters remained to be resolved in order to complete the administration of the Chapter 11 estate — i. e., determining and paying final administrative expenses and filing tax returns. Those matters likely could have been completed within a few months but for Price and McGinnis’s repetitive, baseless, and irresponsible challenges to the integrity, skill, professionalism, and effectiveness of Trustee and Counsel in administering these Chapter 11 cases.
1. Objections to Fee Applications and Affirmative Claims
On January 8, 2014, Counsel timely filed its final application seeking allowance and payment of $76,585.00, and expenses of $2,048.85, for the period of July 1, 2013 to December 16, 2013, and for final approval of all approved and paid interim fees and expenses. 255 On January 29, 2014, Price filed an objection, requesting disallowance of Counsel’s administrative claim for fees and expenses in full. Price also advanced affirmative claims against Counsel, alleging breach of fiduciary duty, misrepresentation, negligence,- legal malpractice, gross negligence, mismanagement, gross mismanagement, slander, libel, and misuse of funds and estate property.
On January 27, 2014, MED PLLC timely filed its final application for compensation, seeking fees of $11,902.00 and expenses of $23.47 for the period of July 1, 2013 to December 16, 2013, and for final approval of all approved and paid interim fees and expenses. On January 31, 2014, Trustee timely filed his final application. At that time, Trustee would have been satisfied with a final payment of $82,145.74, 256 which represented compensation based on the number of hours spent in that final time period. Aware of Price’s blanket objection to Counsel’s fees and the tort claims lodged against Counsel, however, Trustee reserved the right to seek up to his full statutory commission under 11 U.S.C. § 326 in the event he had to invest substantial additional time seeking payment and defending himself.
*839 Price objected to both MED PLLC’s and Trustee’s final applications, asking the Court to deny all compensation, and to recover and setoff damages for alleged breaches of fiduciary duty, misrepresentation, negligence, mismanagement, gross mismanagement, slander, libel, and misuse of funds and estate property. 257 Soon thereafter, Price sued Trustee in the United States District Court on the same claims, and then on the eve of a hearing on Trustee’s fee application, she filed a motion to withdraw the reference of the fee application dispute to District Court, delaying the hearing indefinitely. Price also objected to compensating other professionals in the case and sued the property management companies that Trustee retained, all of which required Trustee’s attention and participation. Trustee, therefore, has exercised his reservation of the right to request compensation based on the full amount of commissions calculated under Section 326. Based upon $48,821,986.27 in qualifying disbursements to creditors, Trustee is to entitled up to $1,487,910.00 under Section 326. After deducting amounts paid under interim orders, the unpaid balance of the Section 326 commission is $748,387.22. 258
On April 14, 2014, Bankruptcy Judge Sarah Hall held a settlement conference in an effort to resolve Price’s objections to these fee applications. When no settlement was reached, Judge Jackson set hearings on Trustee’s and MED PLLC’s fee applications for May 5, 2014. Trustee and Counsel spent the weeks after the settlement conference preparing witnesses, exhibits, and briefs for trial on all issues and claims raised by Price. At 5:56 p.m. on May 1, 2014, Price filed a motion asking the District Court to withdraw the reference of Trustee’s and MED PLLC’s fee applications so that her fee objections could be tried with the civil lawsuit filed in the District Court. 259 Judge Jackson, sua sponte, entered an order striking the hearings “to be reset if necessary after resolution of. pending matters in the District Court.” 260 Between the time of the failed settlement conference and the scheduled hearing date, Counsel spent at least 90 hours (incurring $22,500.00 in fees), and Trustee and his assistants spent at least 100 hours (incurring $23,150.00 in fees), preparing for a trial that did not occur, again due to the machinations of Price and McGinnis. 261
2. District Court Lawsuit
On or about March 17, 2014, McGinnis purchased an unsecured claim against MACCO. 262 On April 2, 2014, McGinnis 263 and Price filed a complaint in the United States District Court for the Western District of Oklahoma against Trustee and Counsel 264 alleging negligence, gross neg *840 ligence, breach of fiduciary duty, gross mismanagement, breach of duty of loyalty, and legal malpractice, demanding not less than $39 million and a jury trial. 265 As Counsel was a named defendant, Trustee was forced to hire separate counsel to defend himself. On April 17, 2014, Price and McGinnis dismissed Counsel from the District Court lawsuit with prejudice, “provided that this dismissal shall not affect Plaintiffs’ rights with respect to the defensive claims they have asserted ... in connection with the fee applications of Janice Loyd and Bellingham & Loyd, P.C.” 266
Trustee and MED PLLC moved to dismiss the complaint on grounds that (1) the Barton doctrine barred Price and McGin-nis from suing Trustee without leave of the bankruptcy court; (2) rulings in the bankruptcy case on the same set of facts precluded Price and McGinnis from reasserting the claims in the District Court; and (3) Trustee and his professionals were immune from suit for actions taken as court-appointed officers. 267
As stated above, when Price and McGin-nis filed a motion in the bankruptcy court asking the Court to recommend that the District Court withdraw the reference of the Trustee’s and MED PLLC’s contested fee applications, all contested professional fee applications were stayed by Judge Jackson. Trustee, the UST, and certain unsecured creditors filed objections to the motion to withdraw the reference. Price and McGinnis then filed a series of motions requesting this Court to authorize them, under the Barton doctrine, to sue Trustee and his professionals in the District Court, generating another flurry of responses and replies. Litigation in connection with the motion to withdraw reference and the Barton doctrine motions, and in the District Court lawsuit, consumed the summer and part of the fall of 2014.
On September 17, 2014, the District Court dismissed the complaint against Trustee and MED PLLC for lack of jurisdiction under the Barton doctrine 268 and denied Price and McGinnis leave to further amend the complaint against Trustee and MED PLLC. On October 31, 2014, Judge Jackson entered his Recommendation That District Court Decline to Withdraw Reference to Bankruptcy Court because (1) it was not timely filed; (2) the bankruptcy court had jurisdiction to hear and finally determine the matters before it; and (3) judicial economy, convenience, and uniformity and efficiency in administration of the estate, and conservation of the parties’ resources-all weighed against withdrawal of the reference. 269 Judge Jackson also denied Price and McGinnis’s request for authority to sue Trustee under the Barton doctrine. 270 Price and McGinnis appealed the Order Denying Motion for Barton Doctrine Relief to the District Court. 271
3. Fee Hearings
Counsel’s fee application was tried on November 3, 2014 through November 7, 2014. Trustee’s and MED PLLC’s applications, as well as Price and McGinnis’s *841 claims against Counsel, Trustee, and MED PLLC, were tried on January 20, 2015 to January 27, 2015. Over the course of more than a year after the Conversion Agreement, administrative expenses in this case swelled due solely to the litigiousness and vindictiveness of Price and McGinnis. Their failed attempts to sue Counsel and Trustee in the District Court and their aggressive pursuit of objections to fees substantially increased the level of Chapter 11 administrative expenses, thus reducing the amount potentially available to unsecured creditors, subordinated creditors, and Price herself.
N. Trustee’s First Application for Interim Compensation
Before addressing Price and McGinnis’s current objection to Trustee’s final application, and the merits of their claims against Trustee, the Court notes that many issues now before the Court were raised and fully litigated in connection with Trustee’s first application for compensation.
On June 13, 2012, Trustee applied for compensation for his initial nine-month period as trustee, requesting a fee of $227,416.58. 272 Price objected, contending that Trustee’s services “were not beneficial to the estate and were in fact detrimental to the estate;” “were neither reasonable nor necessary to the administration of the estate;” and not calculated properly. 273 She alleged that when Trustee was appointed, the estate had approximately $2 million in cash and unsecured creditors of about $156,000.00, and although all properties “were being well managed by” McGin-nis and Price, Trustee fired the entire staff and replaced them with professional management companies that mismanaged the properties. 274 She further alleged that Trustee made no effort to determine the identity of creditors and “has done everything in his power to prolong the administration of the estate incurring needless professional fees in the process.” 275 Finally, she alleged that his fee should be calculated according to disbursements reported on the Monthly Operating Reports.
At that time, Trustee also filed the first application for interim compensation and reimbursement of expenses for MED PLLC in the amount of $190,694.85. 276 Price objected to MED PLLC’s application on the ground that the PLLC “is but the alter ego of Michael E. Deeba and his staff,” that the Bankruptcy Code did not authorize employment of a trustee’s own firm as a financial consultant, and that the services performed by the PLLC were bookkeeping services that were duties of Trustee, and therefore were not separately compensable. 277 In addition, Price objected to compensating two contract CPAs because they did not file affidavits of disinterestedness, and she objected to services rendered on behalf of the non-debtor SPEs. 278 Price also contended that the rates charged were excessive. 279 A hearing on the contested applications was set for July 18, 2012.
On Friday, July 13, 2012, only five days before the hearing, Price served sweeping generic subpoenas on Trustee, Counsel, the property management companies, and *842 the UST demanding the production of, among other documents, “all communications, including emails, pertaining to the Estate of Maceo Properties, Inc.” by 9:00 a.m. on Tuesday, July 17, 2012. Each subpoenaed party was forced to quickly file a motion to quash the subpoenas, and in some cases, a motion for protective order to assert privileges. As was her pattern and practice, instead of pursuing the subpoenas or addressing the motions to quash and for protective order, Price simply withdrew the subpoenas, having caused another needless increase in the cost of administering the estate.
At the hearing, Trustee presented compelling evidence refuting each of Price’s objections to the applications for compensation. 280 The evidence established that during the first interim period, Trustee devoted 80 to 90 percent of his total time to this case, precluding him from taking other engagements. Trustee maintained detailed time records of services rendered, and meticulously differentiated between time spent on trustee functions (which he presented in connection with the application for a commission as Trustee) 281 and time spent on accounting and bookkeeping functions (which were detailed in MED PLLC’s application).
In justifying retaining a contract CPA, Trustee testified that when he entered the case, he “noticed a runner running back and forth with large amounts of cash and checks, large amounts of checks made out to cash to run down to cash the checks at the banks [to prevent] utility cutoffs.” 282 None of the ledgers reflected unpaid utility bills, however. To sort out what pay-ables were outstanding, MED’PLLC used the services of the contract CPA to review the ledgers, bills, and dozens of checking accounts, and to communicate with the utility and insurance companies in order to obtain accurate information. This CPA was identified in the original application to retain MED PLLC, and was charged with “assessing] the debtor’s accounting Systems, to kind of do an internal control check.” 283 This CPA “had experience going into companies for banks, for creditors, and also companies calling him to come in and be their interim CFOs.” 284 Due to the disorderly state of financial records turne

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/8498878. Public record. Not legal advice.