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Full title: Motion /Emergency Ex Parte Motion of Debtor for Interim and Final Orders Authorizing (I) Continued Use of Existing Cash Management System, (II) Maintenance of Existing Bank Accounts, (III) Continued Use of Existing Business Forms, and (IV) Maintenance of Existing Deposit Practices Filed by Debtor The Prospect-Woodward Home (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C) (Graham, Owen) (Entered: 08/30/2021)

Document posted on Aug 29, 2021 in the bankruptcy, 16 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

By this Motion, the Debtor seeks entry of the Interim and Final Orders, substantially in the forms of Exhibit A and Exhibit B attached hereto, (a) authorizing, but not directing, the Debtor to continue to maintain and use the existing cash management system, including maintenance of existing bank accounts, checks, and business forms; (b) granting the Debtor a waiver of certain bank account and related requirements of the U.S. Trustee to the extent that such requirements are inconsistent with the Debtor’s practices under the existing cash management system or other actions described herein; and (c) authorizing, but not directing, the Debtor to continue to maintain and use the existing deposit practices notwithstanding the provisions of Bankruptcy Code section 345(b).As part of the relief requested herein, and to ensure that the transition into chapter 11 is as smooth as possible, the Debtor seeks an order authorizing the Debtor to (a) maintain and continue to use the Debtor Bank Accounts, including but not limited to those accounts listed on Exhibit C hereto, in the same manner and with the same account numbers, styles, and document forms as are currently employed;4 (b) deposit funds in and withdraw funds from the Debtor Bank Accounts in the ordinary course by all usual means, including checks, wire transfers, drafts, and electronic fund transfers or other items presented, issued, or drawn on the Debtor Bank Accounts; (c) pay ordinary course bank fees in connection with the Debtor Bank Accounts, including prepetition fees; (d) perform the obligations under the documents and agreements governing the Debtor Bank Accounts; and (e) for all purposes, treat the Debtor Bank Accounts as accounts of the Debtor in its capacity as debtor-in-possession.In the interest of maintaining the continued and efficient operation of the Cash Management System during the pendency of the Chapter 11 Case, the Debtor requests that all Banks be authorized and directed to continue to administer, service, and maintain the Debtor Bank Accounts as such accounts were administered, serviced, and maintained prepetition, without interruption and in the ordinary course (including making deductions for Bank Fees and Expenses), and, when requested by the Debtor in its sole discretion, to honor any and all checks, drafts, wires, electronic fund transfers, or other items presented, issued, or drawn on the Debtor Bank Accounts on account of a claim against the Debtor arising on or after the Petition Date.In furtherance of the foregoing, the Debtor also requests that the relevant banks be authorized to honor the Debtor’s requests to open or close (as the case may be) such Debtor Bank Account(s) or New Account(s).For the avoidance of doubt, to the extent any of the Debtor Bank Accounts may be classified as investment accounts, or to the extent any of the Debtor’s routine deposits into Debtor Bank Accounts may be regarded as investment activity, the Debtor hereby seeks authoriz

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re: ) Chapter 11 ) The Prospect-Woodward Home, ) Case No. 21-10523-BAH ) Debtor.1 ) ) EMERGENCY EX PARTE MOTION OF DEBTOR FOR INTERIM AND FINAL ORDERS AUTHORIZING (I) CONTINUED USE OF EXISTING CASH MANAGEMENT SYSTEM, (II) MAINTENANCE OF EXISTING BANK ACCOUNTS, (III) CONTINUED USE OF EXISTING BUSINESS FORMS, AND (IV) MAINTENANCE OF EXISTING DEPOSIT PRACTICES The above-captioned debtor (“Hillside Village” or the “Debtor”) hereby moves (this “Motion”) pursuant to sections 105(a), 345, 363, and 364 of title 11 of the United States Code (the “Bankruptcy Code”), and Rule 6003 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) for the entry of interim and final orders (i) authorizing, but not directing, the Debtor to continue to maintain and use its existing cash management system, including maintenance of existing bank accounts and business forms; (ii) granting the Debtor a waiver of certain bank account and related requirements of the Office of the United States Trustee for the District of New Hampshire (the “U.S. Trustee”) to the extent that such requirements are inconsistent with the Debtor’s practices under the existing cash management system or other actions described herein; and (iii) authorizing, but not directing, the Debtor to continue to maintain and use existing deposit practices notwithstanding the provisions of Bankruptcy Code section 345(b). In support of the Motion, the Debtor relies upon the Declaration of Toby Shea, Chief Restructuring Officer, in Support of the Debtor’s First Day Pleadings (the “First Day 1 The last four digits of the Debtor’s federal taxpayer identification are 2146. The address of the Debtor’s headquarters is 95 Wyman Road, Keene, New Hampshire 03431.

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Declaration”) filed with the Court contemporaneously herewith. In further support of the Motion, the Debtor respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief requested herein are Bankruptcy Code sections 105(a), 345, 363, and 364, and Bankruptcy Rule 6003. BACKGROUND 4. On the date hereof (the “Petition Date”), the Debtor commenced this case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”). 5. The factual background regarding the Debtor, including business operations, capital and debt structure, and the events leading to the filing of the Chapter 11 Case is set forth in the First Day Declaration and incorporated herein by reference. 6. The Debtor continues to operate and manage its business as a debtor in possession pursuant to Bankruptcy Code sections 1107 and 1108. 7. No trustee, examiner, or creditors’ committee has been appointed in the Chapter 11 Case. THE CASH MANAGEMENT SYSTEM 8. The Debtor maintains an integrated cash management system (the “Cash Management System”) to collect, transfer, and disburse funds generated by its operations. The Cash Management System facilitates the Debtor’s cash monitoring, forecasting, and reporting functions and enables the Debtor maintain its 12 Debtor-held bank accounts (together with any other bank accounts that the Debtor may open in the ordinary course of its business or in

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connection with the Chapter 11 Case, the “Bank Accounts”) and 6 accounts (the “Trustee-Held Accounts”) held by UMB Bank, N.A., in its capacity as successor trustee (the “Bond Trustee”) under that certain Bond Indenture, dated as of June 1, 2017 between the New Hampshire Health and Education Facilities Authority (the “Issuer”) and the Bond Trustee (the “Indenture”, and the bonds issued pursuant thereto, the “Series 2017 Bonds”). All of the Trustee-Held Accounts are maintained at UMB Bank, N.A. (in its capacity as a depository institution, “UMB”). 9. As more fully described below and on Exhibit C, the Debtor maintains the Bank Accounts at the following institutions: Cambridge Trust, People’s Bank, and Savings Bank of Walpole (each a “Bank” and collectively, the “Banks”). Generally, the Bank Accounts fall into the following categories: a. Unrestricted Funds (Cambridge Trust); b. Endowment Funds (Cambridge Trust);2 c. Operating and Payroll Accounts (People’s Bank); d. Landscape Account (People’s Bank); e. Operating and Payroll Accounts (Savings Bank of Walpole); f. Landscape Account (Savings Bank of Walpole);3 g. Bond Interest Account (Savings Bank of Walpole); h. Entrance Fee Escrow (Savings Bank of Walpole); and i. Real Estate Tax Escrow (Savings Bank of Walpole). 10. The Debtor’s Cash Management System involves routine deposits into, withdrawals from, and transfers of funds between Bank Accounts by various means, including checks, wire transfers, and ACH transfers. On a daily basis, the Debtor processes large numbers 2 These funds are non-estate property and may only be utilized for donor-restricted purposes. 3 This account is restricted by the City of Keene and is to be released to the Debtor upon approval from the City of the Debtor’s landscaping.

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of transactions through its Cash Management System. At all times, the Debtor keeps current and accurate records of all transactions processed through its Cash Management System and of its Bank Accounts. 11. Certain employees are able to utilize a purchase card (the “P-Card”) which has a pre-set limit to pay for expenses. The P-Card was issued by US Bank and the approximate monthly spend on account of the P-Card is between $1,000 to $7,000. 12. Before the Petition Date, the Debtor also used in the ordinary course of its business numerous business forms, including checks, deposit slips, letterhead, contracts, purchase orders, and invoices. Because the Debtor has the ability to print checks on an as-needed basis, the Debtor will be able to utilize existing check stock and will include the language “Debtor-in-Possession” and Bankruptcy Case number on all postpetition checks. RELIEF REQUESTED 13. By this Motion, the Debtor seeks entry of the Interim and Final Orders, substantially in the forms of Exhibit A and Exhibit B attached hereto, (a) authorizing, but not directing, the Debtor to continue to maintain and use the existing cash management system, including maintenance of existing bank accounts, checks, and business forms; (b) granting the Debtor a waiver of certain bank account and related requirements of the U.S. Trustee to the extent that such requirements are inconsistent with the Debtor’s practices under the existing cash management system or other actions described herein; and (c) authorizing, but not directing, the Debtor to continue to maintain and use the existing deposit practices notwithstanding the provisions of Bankruptcy Code section 345(b). The Debtor also requests that the Court authorize and direct all banks with which the Debtor maintains accounts to continue to maintain, service, and administer such accounts and authorize third-party administrators and providers to prepare and issue payments on behalf of the Debtor.

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BASIS FOR RELIEF REQUESTED I. The Debtor Should Be Authorized to Continue to Use Existing Cash Management System and the Debtor Bank Accounts 14. The Cash Management System is an ordinary course, customary, and essential business practice, the continued use of which is essential to the Debtor’s business operations during the Chapter 11 Case and the goal of maximizing value for the benefit of all parties in interest. To require the Debtor to adopt a new cash management system at this early and critical stage would be expensive, impose needless administrative burdens, and cause undue disruption. Any disruption in the collection of funds as currently implemented would adversely (and perhaps irreparably) affect the Debtor’s ability to maximize estate value. Moreover, such a disruption would be wholly unnecessary because the Cash Management System provides a valuable and efficient means for the Debtor to address cash management requirements. Historically, the Debtor has maintained the Bank Accounts at Cambridge Trust and Savings Bank of Walpole. However, Savings Bank of Walpole is not on the United States Trustee’s List of Authorized Depositories for Bankruptcy Cases filed in Region 1 (the “Authorized Depository List”). In anticipation of the Petition Date, the Debtor opened accounts as People’s United Bank. The Debtor was not able to fully remove Savings Bank Walpole from its Cash Management System prior to the Petition Date but anticipates that the Bank Accounts at People’s United Bank will replace all Bank Accounts at Savings Bank of Walpole within 45 days of the Petition Date. Although Savings Bank of Walpole is not on the Authorized Depository List, the Debtor submits that it is well-capitalized and financially stable institution insured by the FDIC. Thus, with this proposed modification and for the aforementioned reasons, maintaining the existing Cash Management System without disruption is in the best interests of the Debtor, the estate, and all interested parties. Accordingly, the Debtor requests that

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it be allowed to maintain and continue to use the Cash Management System, including maintenance of the existing Bank Accounts. 15. As part of the relief requested herein, and to ensure that the transition into chapter 11 is as smooth as possible, the Debtor seeks an order authorizing the Debtor to (a) maintain and continue to use the Debtor Bank Accounts, including but not limited to those accounts listed on Exhibit C hereto, in the same manner and with the same account numbers, styles, and document forms as are currently employed;4 (b) deposit funds in and withdraw funds from the Debtor Bank Accounts in the ordinary course by all usual means, including checks, wire transfers, drafts, and electronic fund transfers or other items presented, issued, or drawn on the Debtor Bank Accounts; (c) pay ordinary course bank fees in connection with the Debtor Bank Accounts, including prepetition fees; (d) perform the obligations under the documents and agreements governing the Debtor Bank Accounts; and (e) for all purposes, treat the Debtor Bank Accounts as accounts of the Debtor in its capacity as debtor-in-possession. 16. If the relief requested herein is granted, the Debtor will implement appropriate mechanisms to ensure that no payments will be made on any debts incurred by the Debtor prior to the Petition Date, other than those authorized by this Court. To prevent the possible inadvertent payment of prepetition claims against the Debtor, except those otherwise authorized by the Court, the Debtor will work closely with the Banks and the Debtor’s advisors to ensure appropriate procedures are in place to prevent checks issued by the Debtor prepetition from being honored absent this Court’s approval and to ensure that no third-party with automatic debit capabilities is able to debit amounts attributable to the Debtor’s prepetition obligations. 4 As noted previously, the Debtor has the ability to, and will, include the “Debtor-in-Possession” and Bankruptcy Case number on checks issued postpetition.

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17. The Debtor requests that no Bank that implements such handling procedures and then honors a prepetition check or other item drawn on any account that is the subject of this Motion (a) at the direction of the Debtor to honor such prepetition check or item, (b) in a good faith belief that the Court has authorized such prepetition check or item to be honored, or (c) as a result of a good faith error made despite implementation of reasonable item handling procedures, be deemed to be liable to the Debtor or to the estate on account of such prepetition check or other item being honored postpetition. The Debtor believes that such flexibility accorded the Banks is necessary to induce the Banks to continue providing cash management services to the Debtor. 18. The Debtor further requests that the Banks be authorized to deduct from the appropriate Debtor Bank Accounts the Banks’ fees and expenses (the “Bank Fees and Expenses”), and that no liens on any Debtor Bank Accounts take priority over the Bank Fees and Expenses, except as set forth in any deposit agreements between the Debtor and the Banks. 19. Additionally, in each instance in which the Debtor holds one or more accounts at a bank that is a party to a Uniform Depository Agreement with the U.S. Trustee, within fifteen (15) days of the date of entry of an interim or final order granting this Motion, the Debtor will (a) contact such bank, (b) provide such bank with the Debtor’s employer identification numbers, and (c) identify each of the accounts held at such bank as held by a debtor-in-possession in a bankruptcy case. If the Debtor holds one or more accounts at a bank that is not a party to a Uniform Depository Agreement with the U.S. Trustee, the Debtor will use good faith efforts to cause such bank to execute a Uniform Depository Agreement in a form prescribed by the Office of the U.S. Trustee within 45 days of the date of entry of an interim or final order granting this Motion. 20. In the interest of maintaining the continued and efficient operation of the Cash Management System during the pendency of the Chapter 11 Case, the Debtor requests that all

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Banks be authorized and directed to continue to administer, service, and maintain the Debtor Bank Accounts as such accounts were administered, serviced, and maintained prepetition, without interruption and in the ordinary course (including making deductions for Bank Fees and Expenses), and, when requested by the Debtor in its sole discretion, to honor any and all checks, drafts, wires, electronic fund transfers, or other items presented, issued, or drawn on the Debtor Bank Accounts on account of a claim against the Debtor arising on or after the Petition Date. 21. The Debtor further requests that it be authorized to implement such reasonable changes to the Cash Management System as the Debtor may deem necessary or appropriate, including, without limitation, closing any of the Debtor Bank Accounts and opening any additional bank accounts following the Petition Date (the “New Accounts”) wherever the Debtor deems that such accounts are needed or appropriate. The Debtor requests that the relief sought by this Motion extend to any New Accounts and that any order approving this Motion provide that the New Accounts are deemed to be Debtor Bank Accounts that are similarly subject to the rights, obligations, and relief granted in such order. The Debtor will provide the U.S. Trustee with prompt notice of any Debtor Bank Accounts that are closed or New Accounts that are opened. In furtherance of the foregoing, the Debtor also requests that the relevant banks be authorized to honor the Debtor’s requests to open or close (as the case may be) such Debtor Bank Account(s) or New Account(s). II. The Debtor Should Be Granted Authority to Continue to Use Existing Checks and Business Forms 22. To minimize expenses to the estate, the Debtor seeks authorization to continue using checks substantially in the form existing immediately prior to the Petition Date, but will add a reference to the Debtor’s status as a debtor in possession and case number. The Debtor also seeks authority to use all correspondence and other business forms (including, without limitation,

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letterhead, purchase orders, and invoices) without reference to the Debtor’s status as a debtor in possession.5 23. Changing the Debtor’s correspondence and other business forms would be expensive, unnecessary, and burdensome to the Debtor’s estate. Further, such changes would disrupt the Debtor’s business operations and would not confer any benefit upon parties that deal with the Debtor. For these reasons, the Debtor requests that it be authorized to use existing correspondence and other business forms without being required to place the label “Debtor-in-Possession” on any of the foregoing. III. The Debtor Should Be Granted a Waiver of Certain Requirements of the U.S. Trustee 24. The Debtor further requests, pursuant to Bankruptcy Code sections 105(a) and 363, that this Court grant a waiver of certain bank account and related requirements of the U.S. Trustee to the extent that such requirements are inconsistent with (a) the Debtor’s existing practices under the Cash Management System or (b) any action taken by the Debtor in accordance with any order granting this Motion or any other order entered in the Chapter 11 Case. To supervise the administration of chapter 11 cases, the U.S. Trustee has established certain operating guidelines for debtors in possession. These requirements (the “UST Requirements”) require chapter 11 debtors to, among other things: (a) close all existing bank accounts and open new debtor in possession bank accounts; (b) establish one debtor-in-possession account for all estate monies required for the payment of taxes, including payroll taxes; (c) maintain a separate debtor in possession account for cash collateral; and (d) obtain checks for all debtor in possession accounts 5 Although the operating guidelines established for a debtor in possession by the U.S. Trustee would require the Debtor to obtain and use new checks bearing the “Debtor in Possession” designation, the Debtor does not believe that such guidelines impose any limitation on the Debtor’s other correspondence and business forms. Nevertheless, out of an abundance of caution, the Debtor seeks explicit authority to continue using existing correspondence and business forms without reference to the Debtor’s status as a debtor in possession.

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that bear (i) the designation “Debtor-In-Possession,” (ii) the bankruptcy case number, and (iii) the type of account. The UST Requirements are designed to clearly demarcate prepetition transactions and operations from postpetition transactions and operations, and to prevent the inadvertent postpetition payment of prepetition claims. As set forth above, the Debtor submits that (a) it is able to work with the Banks to ensure that this goal of separation between the prepetition and postpetition periods is observed and (b) enforcement of certain of these UST Requirements would disrupt the Debtor’s operations and impose a financial burden on the Debtor’s estates. 25. It would be onerous for the Debtor to meet the UST Requirements to close all existing bank accounts and open new debtor in possession accounts. Indeed, this requirement would unnecessarily inconvenience the Debtor. Further, it would be unnecessary and inefficient to require the Debtor to abide by the UST Requirements to establish specific debtor in possession accounts for tax payments (including payroll taxes) and to deposit to such accounts sufficient funds to pay any tax liability (when incurred) associated with the Debtor’s payroll and other tax obligations. The Debtor can pay tax obligations most efficiently from the existing Debtor Bank Accounts in accordance with the existing practices (including funding payroll and related taxes through a third party payroll company), and the U.S. Trustee will have wide latitude to monitor the flow of funds into and out of such accounts. The creation of new debtor in possession accounts designated solely for tax obligations would be unnecessarily burdensome. 26. In addition, it is unnecessary to require the Debtor to abide by the UST Requirement to establish specific debtor in possession accounts for cash collateral. As set forth in the Debtor’s cash collateral motion, the Debtor has provided significant safeguards to ensure that parties with security interests in the Debtor’s cash collateral are adequately protected and that such parties have been provided with notice of the proposed use of such cash collateral.

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27. Courts in this and other districts have waived the investment and deposit requirements set forth in Bankruptcy Code section 345 and have authorized debtors’ continued use of investment and deposit guidelines that do not strictly comply with Bankruptcy Code section 345. See, e.g., Southmark Corp. v. Grosz (In re Southmark Corp.), 49 F.3d 1111, 1114 (5th Cir. 1995) (finding that the cash management system allows the debtor “to administer more efficiently and effectively its financial operations and assets”); Official Comm. of Unsecured Creditors of the Columbia Gas Transmission Corp. v. Columbia Gas Sys. Inc. (In re Columbia Gas Sys., Inc.), 997 F.2d 1039, 1061 (3d Cir. 1993) (finding that a requirement to maintain all accounts separately “would be a huge administrative burden and economically inefficient”); In re Fairview Ministries, Inc., Case No. 11-4386-SPS (Bankr. N.D. Ill. Feb. 8, 2011) [Docket No. 38]; In re Erickson Retirement Cmtys., LLC, Case No. 09-37010-SGJ (Bankr. N.D. Tex. Nov. 2, 2009) [Docket No. 239]. Similar authorization is appropriate in this Chapter 11 Case. IV. The Debtor Should Be Authorized to Continue Its Deposit Practices 28. As part of the Cash Management System, the Debtor routinely deposits funds into the Debtor Bank Accounts (the “Deposit Practices”). The Debtor requests (a) authorization to continue to deposit funds in accordance with existing practices under the Cash Management System, subject to any reasonable changes the Debtor may implement to the Cash Management System, and (ii) a waiver of the deposit requirements of Bankruptcy Code section 345(b), on an interim basis, to the extent that such requirements are inconsistent with the Deposit Practices. For the avoidance of doubt, to the extent any of the Debtor Bank Accounts may be classified as investment accounts, or to the extent any of the Debtor’s routine deposits into Debtor Bank Accounts may be regarded as investment activity, the Debtor hereby seeks authorization to continue to deposit funds into such Debtor Bank Accounts in accordance with existing practices, notwithstanding the requirements of Bankruptcy Code section 345(b).

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APPLICABLE AUTHORITY I. The Bankruptcy Code Permits the Debtor to Continue to Use the Cash Management System and the Debtor Bank Accounts 29. Bankruptcy Code section 363(c)(1) authorizes a debtor in possession to “use property of the estate in the ordinary course of business without notice or a hearing.” 11 U.S.C. § 363(c)(1). The purpose of section 363(c)(1) is to provide a debtor in possession “flexibility to engage in ordinary transactions” required to operate its business without unneeded oversight by its creditors or the court. In re Roth Am., Inc., 975 F.2d 949, 952 (3d Cir. 1992) (“Section 363 is designed to strike [a] balance, allowing a business to continue its daily operations without excessive court or creditor oversight and protecting secured creditors and others from dissipation of the estate’s assets.”); In re Nellson Nutraceutical, Inc., 369 B.R. 787, 796 (Bankr. D. Del. 2007). The authority granted by Bankruptcy Code section 363(c)(1) extends to a debtor in possession’s continued use of its customary cash management system and, thus, supports the relief requested. See, e.g., Charter Co. v. Prudential Ins. Co. Am. (In re Charter Co.), 778 F.2d 617, 621 (11th Cir. 1985) (indicating that an order authorizing the debtor to employ a cash management system that was “usual and customary in the past” was “entirely consistent” with Bankruptcy Code section 363(c)(1)); Amdura Nat’l Distrib. Co. v. Amdura Corp. (In re Amdura Corp.), 75 F.3d 1447, 1453 (10th Cir. 1996) (included within the scope of Bankruptcy Code section 363(c) is a debtor’s ability to continue “routine transactions” necessitated by a debtor’s cash management system). 30. Moreover, Bankruptcy Code section 364(a) authorizes a debtor in possession to obtain unsecured credit and incur unsecured debt in the ordinary course of business without notice and a hearing, which further supports the relief requested and provides the Debtor with the ability, to the extent necessary, to obtain unsecured credit and incur unsecured debt in the ordinary operation of the Cash Management System. See 11 U.S.C. § 364(a).

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31. Bankruptcy Code section 105(a) also authorizes this Court to permit the Debtor to continue to use the Cash Management System, including maintenance of the existing Debtor Bank Accounts. The continuation of the Cash Management System, including the continued use of the Debtor Bank Accounts, is essential to the efficient administration of the Chapter 11 Case and to the Debtor’s efforts to maximize estate value for all parties in interest. Therefore, the relief requested is appropriate under Bankruptcy Code section 105(a). II. This Court Should Waive the UST Requirements to Permit the Debtor to Continue to Use the Cash Management System 32. The continuation of the Cash Management System, as requested in this Motion, is consistent with the Debtor’s authority to use property of the estate in the ordinary course of business pursuant to Bankruptcy Code section 363(c)(1). Accordingly, this Court should grant the Debtor a waiver of the UST Requirements to the extent that such requirements conflict with the Debtor’s existing practices under the Cash Management System or any action taken by the Debtor in accordance with any order granting this Motion or any other order entered in the Chapter 11 Case. 33. Moreover, compelling the Debtor to alter the current cash management practices and to modify the Cash Management System to comply with the UST Requirements would risk severe disruption to the Debtor’s business and jeopardize the Debtor’s ability to maximize value for all parties in interest. Cf. In re Gaylord Container Corp., 1993 WL 188671, at *3, 13 (E.D. La. 1993) (adopting the bankruptcy court’s findings of fact and conclusions of law, which included a finding that the banking requirements of the Office of the United States Trustee for the District of Louisiana “represent a substantial burden on any debtor and, in this case, resulted in the incurrence of extraordinary unquantifiable costs by [the debtor] associated with the confusion engendered by the implementation of new policies and procedures to comply with such rules, and due to the

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substantial restrictions that such rules placed on the debtor’s treasury functions”). This factor also justifies the relief that the Debtor is seeking. See 11 U.S.C. § 105(a) (“The court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.”). III. This Court Has the Authority to Permit the Debtor to Continue Deposit Practices 34. Bankruptcy Code section 345(a) authorizes a debtor in possession to make deposits of estate money in a manner “as will yield the maximum reasonable net return on such money, taking into account the safety of such deposit.” 11 U.S.C. § 345(a). If a deposit is not “insured or guaranteed by the United States or by a department, agency, or instrumentality of the United States or backed by the full faith and credit of the United States,” Bankruptcy Code section 345(b) provides that the debtor must require that the entity with which the deposit is made obtain a bond in favor of the United States that is secured by the undertaking of an adequate corporate surety. See 11 U.S.C. § 345(b). This Court has discretion to waive the requirements of Bankruptcy Code section 345(b) “for cause.” 11 U.S.C. § 345(b); see also In re Service Merchandise Co., Inc., 240 B.R. 894, 896 (Bankr. M.D. Tenn. 1999). 35. The Debtor respectfully requests that this Court (a) authorize the Debtor to continue to make deposits in accordance with the Deposit Practices and (b) exercise discretion to waive the requirements of Bankruptcy Code section 345(b), on an interim basis, to the extent that such requirements are inconsistent with the Deposit Practices. The Debtor submits that the circumstances of this Chapter 11 Case warrant such relief. IV. Bankruptcy Rule 6003 Has Been Satisfied and Bankruptcy Rule 6004 Should Be Waived 36. Certain isolated aspects of the relief requested herein may, if granted, be subject to Bankruptcy Rule 6003. Pursuant to Bankruptcy Rule 6003, a court may grant such relief if it is

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necessary to avoid immediate and irreparable harm. The Debtor submits that facts set forth herein demonstrate that the relief requested is necessary to avoid immediate and irreparable harm to the Debtor and, thus, Bankruptcy Rule 6003 has been satisfied. 37. Additionally, to the extent that any aspect of the relief sought herein constitutes a use of property under Bankruptcy Code section 363(b), the Debtor seeks a waiver of the fourteen-day stay under Bankruptcy Rule 6004(h). As described above, the relief that the Debtor seeks in this Motion is immediately necessary in order for the Debtor to be able to continue to operate its businesses and preserve the value of the estate. The Debtor thus submits that the requested waiver of the fourteen-day stay imposed by Bankruptcy Rule 6004(h) is appropriate. RESERVATION OF RIGHTS 38. Nothing contained herein is intended or should be construed as an admission of the validity of any claim against the Debtor; a waiver of the Debtor’s rights to dispute any claim; or an approval, assumption, or rejection of any agreement, contract, or lease under Bankruptcy Code section 365. Likewise, if this Court grants the relief sought herein, any payment made pursuant to the Court’s order is not intended and should not be construed as an admission as to the validity of any claim or a waiver of the Debtor’s rights to dispute such claim subsequently. NOTICE 39. Notice of the Motion has been provided to: (a) the Office of the United States Trustee for the District of New Hampshire; (b) counsel to the New Hampshire Insurance Department; (c) the United States Attorney’s Office for the District of New Hampshire; (d) counsel to UMB Bank, as indenture trustee; (e) the Debtor’s twenty (20) largest unsecured creditors; (f) the Banks; and (g) any party filing a notice of appearance in this Chapter 11 Case. 40. The Debtor submits that, in light of the nature of the relief requested, no further notice of this Motion is required.

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NO PRIOR REQUEST 41. No prior request for the relief sought herein has been made to this Court or any other court. WHEREFORE, the Debtor respectfully requests entry of interim and final orders, substantially in the forms attached hereto as Exhibit A and Exhibit B, granting the relief requested herein and granting such other relief as is just and proper. Dated: August 30, 2021 /s/ Owen R. Graham HINCKLEY, ALLEN & SNYDER LLP Daniel M. Deschenes (Bar No. 14889) Owen R. Graham (Bar No. 266701) 650 Elm Street Manchester, New Hampshire 03101 Telephone: (603) 225-4334 Facsimile: (603) 224-8350 ddeschenes@hinckleyallen.com -and- Jennifer V. Doran (Pro Hac Vice Pending) 28 State Street Boston, Massachusetts 02109 Telephone: (617) 345-9000 Facsimile: (617) 345-9020 jdoran@hinckleyallen.com -and- POLSINELLI PC Jeremy R. Johnson (Pro Hac Vice Pending) Stephen J. Astringer (Pro Hac Vice Pending) 600 Third Avenue, 42nd Floor New York, New York 10016 Telephone: (212) 684-0199 Facsimile: (212) 684-0197 jeremy.johnson@polsinelli.com sastringer@polsinelli.com Proposed Counsel to the Debtor and Debtor in Possession

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