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Full title: Application to Employ of Grandbridge Real Estate Capital LLC as Real Estate Broker Filed by Debtor The Prospect-Woodward Home (Graham, Owen) (Entered: 09/01/2021)

Document posted on Aug 31, 2021 in the bankruptcy, 35 pages and 0 tables.

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The above-captioned debtor (“Hillside Village” or the “Debtor”) submits this application (this “Application”) for entry of order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), pursuant to sections 327 and 328 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the retention and employment of Grandbridge Real Estate Capital LLC (“Grandbridge”) as the Debtor’s broker with respect to the Debtor’s right, title and interest in Debtor’s assets and real property located at 95 Wyman Road, Keene, New Hampshire 03431 (the “Property”) nunc pro tunc to the petition date.The Debtor has selected Grandbridge as its real estate broker based upon, among other things, (i) the Debtor’s need to retain a real estate broker to provide services in connection with the Property, and (ii) The Debtor has selected Grandbridge as its real estate broker based upon, among other things, (i) the Debtor’s need to retain a real estate broker to provide services in connection with the Property, and (ii) To the best of my knowledge and belief, except as otherwise provided herein, Grandbridge (i) does not hold any interest materially adverse to the Debtor’s estates; (ii) has no connection with the Debtor, its creditors, equity security holders, or related parties herein; and (iii) is a “disinterested person” within the meaning of Bankruptcy Code section 101(14) of the Bankruptcy Code (as modified by Bankruptcy Code section 1107(b)).As provided herein, Grandbridge presently or in the past has served as a professional person in other matters, wholly unrelated to the Debtor, or this case, in which other attorneys, accountants and other professionals of the Debtor, creditors or other parties in interest may have also served or serve as professional persons.

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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 ) ) EX PARTE APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF GRANDBRIDGE REAL ESTATE CAPITAL LLC AS THE DEBTOR’S BROKER NUNC PRO TUNC TO THE PETITION DATE The above-captioned debtor (“Hillside Village” or the “Debtor”) submits this application (this “Application”) for entry of order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), pursuant to sections 327 and 328 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the retention and employment of Grandbridge Real Estate Capital LLC (“Grandbridge”) as the Debtor’s broker with respect to the Debtor’s right, title and interest in Debtor’s assets and real property located at 95 Wyman Road, Keene, New Hampshire 03431 (the “Property”) nunc pro tunc to the petition date. In support of the Application, the Debtor relies upon and incorporates by reference the Declaration of David Kliewer in Support of the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Grandbridge Real Estate Capital, LLC as the Debtor’s Broker Nunc Pro Tunc to the Petition Date (the “Kliewer Declaration”) attached hereto as Exhibit B. In further support of the Application, the Debtor respectfully represents as follows: 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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JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Application 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 327 and 328 and Bankruptcy Rules 2014 and 2016. BACKGROUND 4. On August 30, 2021(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 Declaration of Toby Shea, Chief Restructuring Officer, in Support of the Debtor’s First Day Pleadings [Docket No. 24] (the “First Day Declaration”) which is 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. 8. As detailed in the First Day Declaration, the Debtor is a private New Hampshire not-for-profit corporation operating a state-of-the-art continuing care retirement community (“CCRC”) located in Keene, New Hampshire and known as “Hillside Village Keene” (the “Community”). The Community is located on 66 acres and is comprised of 141 independent living apartments, 43 assisted living units, 20 long-term nursing care units, and 18 memory care units.

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The Community also contains a community center, heath center, multiple dining rooms and lounges, library, indoor pool, performing arts theater, and other common spaces. 9. Prior to the Petition Date, and as the Debtor began to experience financial distress, Grandbridge represented the Debtor in connection with the marketing of the Property. Grandbridge conducted a broad marketing process for potential regional and national operators or investors, ultimately obtaining eight letters of intent. Contemporaneously herewith, the Debtor has filed the Motion of the Debtor for Entry of (I) An Order (A) Approving Bid Procedures in Connection with the Sale of Substantially All of the Debtor’s Assets, (B) Approving the Form and Manner of Notice thereof, (C) Scheduling an Auction and Sale Hearing, (D) Approving Procedures for the Assumption and Assignment of Contracts, and (E) Granting Related Relief; and (II) an Order (A) Approving the Asset Purchase Agreement Between the Debtor and the Successful Bidder, and (B) Authorizing the Sale of Substantially All of the Debtor’s Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, (C) Authorizing the Assumption and Assignment of Contracts, and (D) Granting Related Relief [Docket No. 10] (the “Bidding Procedures Motion”). Among other things, the Bidding Procedures Motion contemplates a sale process with Covenant Living Communities serving as stalking horse (the “Stalking Horse”). RELIEF REQUESTED 10. By this Application, the Debtor seeks entry of the Proposed Order, authorizing the employment of Grandbridge as its exclusive real estate broker with respect to the property pursuant to the Exclusive Right to Sell Agreement dated January 15, 2021 (as amended, the “Engagement Letter”), which is attached to the Kliewer Declaration as Exhibit 1. BASIS FOR RELIEF REQUESTED 11. Bankruptcy Code sections 327(a) and 328(a) provide that a debtor, subject to Court approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other

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professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the Debtors in carrying out the Debtors’ duties under this title. See 11 U.S.C. §§ 327, 328. Furthermore, Bankruptcy Rule 2014(a) provides that an “order approving the employment of attorneys, accountants, appraisers, auctioneers, agents, or other professionals pursuant to § 327 . . . of the Code shall be made only on application of the trustee or committee.” Fed. R. Bankr. P. 2014. Bankruptcy Rule 2014 requires that an application for retention of a professional includes specific facts showing the necessity for employment, the name of the firm to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and to the best of the applicant’s knowledge, all of the firm’s connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. Id. 12. Courts generally hold that real estate brokers are “professionals” pursuant to section 327 of the Bankruptcy Code when acting on behalf of the debtor to sell real estate of the debtor. See F/S Airlease II, Inc. v. Simon, 844 F.2d 99, 108 (3d Cir. 1999) (“a real estate broker, like an attorney, is a professional”); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 50 n.12 (D. Del. 1989) (“Bankruptcy courts routinely hold that real estate brokers are professional persons for purposes of § 327(a)”) (citation omitted); In re Channel 2 Associates, 88 B.R. 351, 352 (Bankr. D.N.M. 1988); In re 31-33 Corp., 100 B.R. 744, 746 (Bankr. E.D. Pa. 1989). I. Qualifications 13. Grandbridge is one of the nation’s largest full-service commercial real estate finance firms. With offices located throughout the country, Grandbridge services a growing multi-billion-dollar loan portfolio and provides financing as well as consulting and advisory services for all types of commercial and multifamily real estate on a national basis. With more than 100 highly

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experienced professionals located across the country, Grandbridge provides local market expertise, an excellent understanding of various property types, and in-depth information on the national commercial real estate environment. This enables Grandbridge to provide superior capital solutions for its clients. 14. Grandbridge also has significant experience in the disposition of real property in and out of bankruptcy, and specifically with Senior Housing properties. Grandbridge’s Senior Housing Investment Sales Team has acted as real estate brokers in a variety of bankruptcy cases involving issues relating to the sale of real property. The team’s experience includes: 197 Senior Housing properties sold in 35 states; Total transaction volume over $3 billion, exclusively in Senior Housing; National leader in the sale of Entrance Fee Continuing Care Retirement Communities, with 25 CCRCs sold; Have worked with lenders/Trustees in the sale of approximately $650 million of distressed Senior Housing properties including numerous bankruptcy sales. 15. The Debtor has selected Grandbridge as its real estate broker based upon, among other things, (i) the Debtor’s need to retain a real estate broker to provide services in connection with the Property, and (ii) Grandbridge’s extensive experience and excellent reputation in providing real estate broker services in complex chapter 11 cases specific to Senior Housing properties and Entrance Fee CCRCs. Based on Grandbridge’s experience and the Debtor’s business judgment, the Debtor believes that Grandbridge is both qualified and well-positioned to serve it in its Chapter 11 Case in a cost-effective, efficient, and timely manner. 16. The Debtor has selected Grandbridge as its real estate broker based upon, among other things, (i) the Debtor’s need to retain a real estate broker to provide services in connection with the Property, and (ii) Grandbridge’s extensive experience and excellent reputation in

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providing real estate broker services in complex chapter 11 cases. Based on Grandbridge’s experience and the Debtor’s business judgment, the Debtor believes that Grandbridge is both qualified and well-positioned to serve it in its Chapter 11 Case in a cost-effective, efficient, and timely manner. II. Scope of Services 17. Subject to approval by the Court, the Debtor proposes to retain Grandbridge on the on the terms and conditions set forth in the Engagement Letter, except as otherwise explicitly set forth herein or in any order granting this Application. 18. Grandbridge will provide the following services for the Debtor (the “Services”): a. Preparation of marketing materials including a standard marketing flyer, offering memorandum, and virtual data room, subject to the Debtor’s review and approval of all such materials. b. Distribution of the marketing flyer to potential purchasers. c. Distribution of the offering memorandum and virtual data room access to all potential purchasers who execute a non-disclosure agreement. d. Assist the Debtor in selecting a purchaser and negotiating the business terms of a Purchase & Sale Agreement on behalf of the Debtor. e. Assist Owner in coordinating due diligence materials to the purchaser and serving as advisor to the Debtor through closing of the transaction. 19. Subject of the approval of the Court, the term of Grandbridge’s retention is through January 15, 2022. 20. By separate applications, the Debtor also seeks to employ: (a) OnePoint Partners as Chief Restructuring Officer; (b) Polsinelli PC as restructuring counsel; (c) SilverBloom Consulting, LLC to provide interim chief financial officer and controller functions; (d) Donlin, Recano & Company, Inc. as claims, noticing, and administrative agent; (e) Hinckley, Allen &

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Snyder LLP as local and general corporate counsel. The Debtor may also seek authority to employ certain ordinary course professionals. 21. While certain aspects of the representations may necessarily involve Grandbridge, the Debtor believes that the services Grandbridge will provide will be complimentary to, rather than duplicative of, the services to be provided by any other professional in the Chapter 11 Case. Grandbridge will work closely with the other professionals retained by the Debtor to prevent unnecessary or inefficient duplication of services and will take whatever steps are necessary and appropriate to avoid any such unnecessary duplication. III. Professional Compensation and Fees 22. The Debtor proposed to compensate and reimburse Grandbridge for actual, reasonable out-of-pocket and direct expenses, up to $12,000, incurred in accordance with the Engagement Letter. Bankruptcy Code section 328(a) provides, in relevant part, that a debtor, “with the court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” Subject to the Court’s approval and in accordance with Bankruptcy Code section 328(a), Grandbridge will be paid under the terms of the Services Agreement. Specifically, Grandbridge will be entitled to commission as follows: a. Grandbridge will receive a Success Fee equal to the greater of 2.0% of Enterprise Value, or $350,000 (with $350,000 being the “Minimum Commission”), paid upon closing. Enterprise Value is defined as purchase price, but does not include any Entrance Fee refund liabilities assumed by the buyer. b. If a proposed transaction covered by the Services Agreement turns into any other transaction, including, but not limited to, an exchange, option to purchase (which ultimately closes), ground lease or lease, affiliation transaction, and/or debt restructuring (collectively, an “Alternative Transaction”) then Grandbridge will automatically, without the necessity of

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any further acts by Debtor or Grandbridge or an amendment to the Services Agreement, be Debtor’s agent for such transaction and will be entitled to a commission on such transaction under the terms of the Services Agreement. In the event an Alternative Transaction includes a debt restructuring, Grandbridge’s Success Fee shall be the following: (i) If there is a new contribution of cash by a plan sponsor or other funder not affiliated with the Debtor, then the sum of (a) 1.125% of the par amount of any current-pay bonds issued or assumed, plus (b) 0.05% of the par amount of any deferred-pay and/or subordinate bonds issued or assumed (and if the sum of subsections (a) and (b) is less than the Minimum Commission, then the Success Fee shall be the Minimum Commission), or (ii) If there is no new contribution of cash by a plan sponsor or other funder not affiliated with the Owner, the Minimum Commission. The foregoing calculations will not include any Entrance Fee refund liabilities assumed in a debt restructuring; c. The commission shall be paid in full at the time of the closing or transfer of title to the Property or the debt restructuring, except in the case of an installment purchase contract, in which case the commission shall be paid in full at the time of full execution and delivery of the installment purchase contract between Owner and purchaser. 23. The Debtor submits that Grandbridge’s commission-based compensation under the Services Agreement is reasonable and comparable to the compensation generally charged by firms of similar stature for comparable engagements and that such fees and expenses should be approved by the Court under Bankruptcy Code section 328(a). IV. Waiver of Certain Requirements of Local Rule 2016-1 24. The Debtor further seeks an order waiving certain information and reporting requirements imposed by Local Rule 2016-1 with respect to Grandbridge. It is standard in Grandbridge’s industry for professionals providing services relating to marketing and sales to be compensated on a fixed fee percentage basis, rather than on an incremental hourly basis, for such services. Therefore, it would be unduly burdensome and time-consuming for Grandbridge’s professionals to record their activities in compliance with the information requirements set forth

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in Local Rule 2016-1. As described above, Grandbridge and the Debtor have agreed that, consistent with industry practice, Grandbridge will be primarily compensated on a fixed fee percentage basis for its Services. 25. Grandbridge requests that for compensation paid for all Services, and for all expenses incurred in connection with the Services, Grandbridge be paid one-hundred percent (100%) of the amount due upon submission of an acceptable invoice to the Debtor. Upon completion of its work for the Debtor, Grandbridge will file a final fee application for review by the Court and parties in interest pursuant to Bankruptcy Code section 328(a) for all Services. 26. Accordingly, Debtor submits that cause exists to waive the information and reporting requirements imposed by Local Rule 2016-1 with respect to Grandbridge. V. Disinterestedness 27. During the 90 days prior to the commencement of this Chapter 11 Case, the Debtor did not pay Grandbridge any fees or expenses. 28. To the best of the Debtor’s knowledge and except as otherwise provided in the Kliewer Declaration, Grandbridge (i) does not hold any interest materially adverse to the Debtor’s estate; (ii) has no connection with the Debtor, its creditors, equity security holders, or related parties herein; and (iii) is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code (as modified by section 1107(b) of the Bankruptcy Code). 29. Also, to the best of the Debtor’s knowledge, information and belief, and based entirely and in reliance upon the Kliewer Declaration: (i) none of Grandbridge’s past or current engagements would or does appear to create an interest materially adverse to the interests of the Debtor, creditors, or equity security holders in this case and, as such the Debtor believes that Grandbridge is disinterested and holds no materially adverse interest as to the matters upon which they are to be retained; and (ii) to the extent Grandbridge discovers any facts bearing on the matters

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described herein during the period of Grandbridge’s retention, they will supplement the information contained in the Grandbridge Declaration. Grandbridge has informed the Debtor that Grandbridge will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new material facts or relationships are discovered or arise, Grandbridge will promptly file a supplemental declaration with the Court. 30. Grandbridge has not shared or agreed to share any of its compensation from the Debtor with any other entity. WAIVER OF BANKRUPTCY RULES 31. 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 notice requirements under Bankruptcy Rule 6004(a) and the fourteen day stay under Bankruptcy Rule 6004(h), to the extent applicable. See Fed. R. Bankr. P. 6004(a), (h). As described above, the relief that the Debtor seeks in this Application is immediately necessary in order for the Debtor to be able to continue to operate its businesses and preserve the value of its estate. The Debtor respectfully requests that the Court waive the notice requirements imposed by Bankruptcy Rule 6004(a) and the fourteen day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought herein justifies immediate relief. WAIVER OF MEMORANDUM OF LAW 32. The Debtor requests that the Court waive and dispense with the requirement set forth in LBR 7102(b)(2) that any motion filed shall have an accompanying memorandum of law. The legal authorities upon which the Debtor relies are set forth in the Application. Accordingly, the Debtor submits that a waiver of the requirements set forth in LBR 7102(b)(2) is appropriate under the circumstances.

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NOTICE 33. Notice of the Application 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; and (f) any party filing a notice of appearance in this Chapter 11 Case. 34. The Debtor submits that, in light of the nature of the relief requested, no further notice of this Application is required. NO PRIOR REQUEST 35. No prior request for the relief sought herein has been made to this Court or any other court.

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WHEREFORE, the Debtor respectfully requests entry of an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. Dated: September 1, 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 (Admitted Pro Hac Vice) 28 State Street Boston, Massachusetts 02109 Telephone: (617) 345-9000 Facsimile: (617) 345-9020 jdoran@hinckleyallen.com -and- POLSINELLI PC Jeremy R. Johnson (Admitted Pro Hac Vice) Stephen J. Astringer (Admitted Pro Hac Vice) 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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Exhibit A Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re: ) Chapter 11 ) Prospect-Woodward Home, ) Case No. 21-10523 (BAH) ) Debtor. 1 ) Re: Docket No. _____ ) ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF GRANDBRIDGE REAL ESTATE CAPITAL LLC AS THE DEBTOR’S BROKER NUNC PRO TUNC TO THE PETITION DATE Upon the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Grandbridge Real Estate Capital, LLC as the Debtor’s Broker Nunc Pro Tunc to the Petition Date (the “Application)2 of the Debtor for entry of an order (this “Order”) to continue the employment and retention of Grandbridge Real Estate Capital LLC (“Grandbridge”) as broker to the Debtor on the terms set forth in the Engagement Letter; the Court having reviewed the Application, Kliewer Declaration, and the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and §§ 1334(b); and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having determined that the relief requested in the Application is in the best interests of the Debtor, the estate, creditors, and other parties in interest; and it appearing that proper and adequate notice of the Application has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefore, it is hereby 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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application.

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ORDERED, ADJUDGED, AND DECREED THAT: 1. The Application is GRANTED as set forth herein. 2. The Debtor is authorized to retain Grandbridge as broker under the terms set forth in the Engagement Letter. 3. Grandbridge shall be compensated for services pursuant to the Engagement Agreement and must only file a final fee application; provided, however, that the requirements of Local Rule 2016-1 are waived and Grandbridge shall not be required to submit time records and shall file a final fee application containing a calculation of its compensation under Bankruptcy Code section 328(a), and a summary of the services performed, in accordance with the procedures set forth in the Engagement Letter. 4. Notwithstanding anything to the contrary in the Application, the Engagement Letter or the Kliewer Declaration, the reimbursement provisions allowing for reimbursement of fees and expenses incurred in connection with participating in, preparing for, or responding to any action, claim, suit, or proceeding brought by or against any party that relates to the services provided under the Engagement Letter and fees for defending any objection to Grandbridge’s fee applications or requests under the Bankruptcy Code are not approved pending further order of the Court. 5. All payments made pursuant to this Order shall be subject to any interim or final order entered by the Court governing the Debtor’s right to the use the Bond Trustee’s cash collateral, including the budget attached thereto. 6. The Debtor is authorized to take all actions it deems necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

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7. Notwithstanding any Bankruptcy Rule that might otherwise delay the effectiveness of this Order, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 8. This Court shall retain jurisdiction over any and all matters arising from the interpretation, implementation, or enforcement of this Order. Dated: __________________________, 2021 Bruce A. Harwood Chief Bankruptcy Judge

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Exhibit B Kliewer Declaration

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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 ) ) DECLARATION OF DAVID KLIEWER IN SUPPORT OF THE EX PARTE APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF GRANDBRIDGE REAL ESTATE CAPITAL, LLC AS THE DEBTOR’S BROKER NUNC PRO TUNC TO THE PETITION DATE I, David Kliewer make this declaration (“Declaration”) pursuant to 28 U.S.C. § 1746 and state: 1. I am the Vice President, Seniors Housing and Investment Sales Group at Grandbridge Real Estate Capital LLC (“Grandbridge”). This Declaration is made in support of the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Grandbridge Real Estate Capital, LLC as the Debtor’s Broker Nunc Pro Tunc to the Petition Date (the “Application”). 2 2. Grandbridge is one of the nation’s largest full-service commercial real estate finance firms. With offices located throughout the country, Grandbridge services a growing multi-billion-dollar loan portfolio and provides financing as well as consulting and advisory services for all types of commercial and multifamily real estate on a national basis. With more than 100 highly experienced professionals located across the country, Grandbridge provides local market expertise, an excellent understanding of various property types, and in-depth information on the national 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 2 Capitalized terms used but not otherwise defined in this Declaration shall have the meanings ascribed to them in the Application.

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commercial real estate environment. This enables Grandbridge to provide superior capital solutions for its clients. 3. Grandbridge also has significant experience in the disposition of real property in and out of bankruptcy, and specifically with Senior Housing properties. Grandbridge’s Senior Housing Investment Sales Team has acted as real estate brokers in a variety of bankruptcy cases involving issues relating to the sale of real property. The team’s experience includes: 197 Senior Housing properties sold in 35 states; Total transaction volume over $3 billion, exclusively in Senior Housing; National leader in the sale of Entrance Fee Continuing Care Retirement Communities, with 25 CCRCs sold; Have worked with lenders/Trustees in the sale of approximately $650 million of distressed Senior Housing properties including numerous bankruptcy sales. I. Scope of Services 4. Subject to approval by the Court, the Debtor proposes to retain Grandbridge on the on the terms and conditions set forth in the Engagement Letter, except as otherwise explicitly set forth herein or in any order granting this Application. 5. Grandbridge will provide the following services for the Debtor (the “Services”): a. Preparation of marketing materials including a standard marketing flyer, offering memorandum, and virtual data room, subject to the Debtor’s review and approval of all such materials. b. Distribution of the marketing flyer to potential purchasers. c. Distribution of the offering memorandum and virtual data room access to all potential purchasers who execute a non-disclosure agreement. d. Assist the Debtor in selecting a purchaser and negotiating the business terms of a Purchase & Sale Agreement on behalf of the Debtor. e. Assist Owner in coordinating due diligence materials to the purchaser and serving as advisor to the Debtor through closing of the transaction.

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6. Subject of the approval of the Court, the term of Grandbridge’s retention is through January 15, 2022. 7. By separate applications, the Debtor also seeks to employ: (a) OnePoint Partners as Chief Restructuring Officer; (b) Polsinelli PC as restructuring counsel; (c) SilverBloom Consulting, LLC to provide interim chief financial officer and controller functions; (d) Donlin, Recano & Company, Inc. as claims, noticing, and administrative agent; (e) Hinckley, Allen & Snyder LLP as local and general corporate counsel. The Debtor may also seek authority to employ certain ordinary course professionals. 8. While certain aspects of the representations may necessarily involve Grandbridge, the Debtor believes that the services Grandbridge will provide will be complimentary to, rather than duplicative of, the services to be provided by any other professional in the Chapter 11 Case. Grandbridge will work closely with the other professionals retained by the Debtor to prevent unnecessary or inefficient duplication of services and will take whatever steps are necessary and appropriate to avoid any such unnecessary duplication. II. Professional Compensation and Fees 9. The Debtor proposed to compensate and reimburse Grandbridge for actual, reasonable out-of-pocket and direct expenses, up to $12,000, incurred in accordance with the Engagement Letter. Bankruptcy Code section 328(a) provides, in relevant part, that a debtor, “with the court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” Subject to the Court’s approval and in accordance with Bankruptcy Code section 328(a), Grandbridge will be paid under the terms of the Services Agreement. Specifically, Grandbridge will be entitled to commission as follows:

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a. Grandbridge will receive a Success Fee equal to the greater of 2.0% of Enterprise Value, or $350,000 (with $350,000 being the “Minimum Commission”), paid upon closing. Enterprise Value is defined as purchase price, but does not include any Entrance Fee refund liabilities assumed by the buyer. b. If a proposed transaction covered by the Services Agreement turns into any other transaction, including, but not limited to, an exchange, option to purchase (which ultimately closes), ground lease or lease, affiliation transaction, and/or debt restructuring (collectively, an “Alternative Transaction”) then Grandbridge will automatically, without the necessity of any further acts by Debtor or Grandbridge or an amendment to the Services Agreement, be Debtor’s agent for such transaction and will be entitled to a commission on such transaction under the terms of the Services Agreement. In the event an Alternative Transaction includes a debt restructuring, Grandbridge’s Success Fee shall be the following: (i) If there is a new contribution of cash by a plan sponsor or other funder not affiliated with the Debtor, then the sum of (a) 1.125% of the par amount of any current-pay bonds issued or assumed, plus (b) 0.05% of the par amount of any deferred-pay and/or subordinate bonds issued or assumed (and if the sum of subsections (a) and (b) is less than the Minimum Commission, then the Success Fee shall be the Minimum Commission), or (ii) If there is no new contribution of cash by a plan sponsor or other funder not affiliated with the Owner, the Minimum Commission. The foregoing calculations will not include any Entrance Fee refund liabilities assumed in a debt restructuring; c. The commission shall be paid in full at the time of the closing or transfer of title to the Property or the debt restructuring, except in the case of an installment purchase contract, in which case the commission shall be paid in full at the time of full execution and delivery of the installment purchase contract between Owner and purchaser. 10. The Debtor submits that Grandbridge’s commission-based compensation under the Services Agreement is reasonable and comparable to the compensation generally charged by firms of similar stature for comparable engagements and that such fees and expenses should be approved by the Court under Bankruptcy Code section 328(a).

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III. Disinterestedness 11. The Debtor has numerous creditors, equity holders, and other parties in interest with which it maintains business relationships. In connection with the Debtor’s proposed retention of Grandbridge in the Chapter 11 Case, Grandbridge has reviewed the list of creditors and parties in interest provided by the Debtor, and Grandbridge undertook to determine whether it had any conflicts or other relationship that might cause it to not be disinterested or to hold or represent an interest adverse to the Debtor. 12. Grandbridge undertook a comprehensive review in its database of the interested parties in the Chapter 11 Case, a list of which is attached hereto as Exhibit 2. To the best of my knowledge and belief, except as otherwise provided herein, Grandbridge (i) does not hold any interest materially adverse to the Debtor’s estates; (ii) has no connection with the Debtor, its creditors, equity security holders, or related parties herein; and (iii) is a “disinterested person” within the meaning of Bankruptcy Code section 101(14) of the Bankruptcy Code (as modified by Bankruptcy Code section 1107(b)). Because of the size and the breadth of the real estate services offered by Grandbridge and its affiliates, it is not unusual that the company might represent or have represented in the past various creditors and parties in interest in matters unrelated to this case involving the Debtor. Grandbridge does not represent any such creditors or parties in interest in connection with the case involving Debtor. As provided herein, Grandbridge presently or in the past has served as a professional person in other matters, wholly unrelated to the Debtor, or this case, in which other attorneys, accountants and other professionals of the Debtor, creditors or other parties in interest may have also served or serve as professional persons. 13. To the best of my knowledge, information, and belief, insofar as I have been able to ascertain after reasonable inquiry, Grandbridge has not been retained to assist any entity or person other than the Debtor on matters relating to, or in direct connection with, this Chapter 11

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Case, except as otherwise disclosed herein. Grandbridge may, however, continue to provide professional services to entities or persons that may be creditors of the Debtor or parties in interest in the Chapter 11 Case, provided that such services do not relate to, or have any direct connection with, the Chapter 11 Case or the Debtor. 14. I am not related or connected to and, to the best of my knowledge after reasonable inquiry, no other professional of Grandbridge who will work on this engagement is related or connected to, any United States Bankruptcy Judge for the District of New Hampshire, any of the District Judges for the District of New Hampshire, the United States Trustee for the District of New Hampshire, or any employee in the Office of the United States Trustee for the District of New Hampshire. 15. As part of its diverse practice, Grandbridge appears in numerous cases, proceedings, and transactions that involve many different professionals, including attorneys, accountants, and financial consultants, who may represent claimants and parties in interest in the Debtor’s Chapter 11 Case. Also, Grandbridge has performed in the past, and may perform in the future, real estate broker services for various attorneys and law firms, and has been represented by several attorneys and law firms, some of whom may be involved in these proceedings. In addition, Grandbridge may have in the past, may currently, and may in the future work with or against other professionals involved in these cases in matters unrelated to the Debtor and the Chapter 11 Case. Based on my current knowledge of the professionals involved in the Chapter 11 Case, and to the best of my knowledge, none of these relationships create interests materially adverse to the Debtor in matters upon which Grandbridge is to be employed, and none are in connection with the Chapter 11 Case.

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16. Given the large number of parties in interest in the Chapter 11 Case, and despite the efforts to identify and disclose Grandbridge’s relationships with parties in interest in the Chapter 11 Case, I am unable to state with absolute certainty that every client relationship or other connection has been disclosed in this Declaration. Grandbridge, therefore, has informed the Debtor that Grandbridge will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new material facts or relationships are discovered or arise, Grandbridge will promptly file a supplemental declaration with the Court 17. Except as otherwise provided herein, I do not believe that Grandbridge is a “creditor” with respect to fees and expenses of Debtor within the meaning of Bankruptcy Code section 101(10). Further, neither I nor any other member of the Grandbridge engagement team serving the Debtor, to the best of my knowledge, is a holder of any outstanding debt instruments or shares of the Debtor’s stock. 18. Grandbridge has not shared or agreed to share any of its compensation from the Debtor with any other entity. 19. Except as described herein, to the best of my knowledge, no commitments have been made or received by Grandbridge, as to compensation or payment in connection with the Chapter 11 Case. 20. Grandbridge believes that its services will be complementary rather than duplicative of the services to be performed by other professionals in the Chapter 11 Case. Grandbridge will carry out unique functions and will use reasonable efforts to coordinate with the Debtor and its professionals retained in the Chapter 11 Case to avoid the unnecessary duplication of services.

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21. The foregoing constitutes the statement of Grandbridge pursuant to Bankruptcy Code section 327(a) and Rule 2014 of the Federal Rules of Bankruptcy Procedure. I believe Grandbridge is a “disinterested person” as that term is defined in Bankruptcy Code section 101(14), as modified by Bankruptcy Code section 1107(b), and, therefore, believe that Grandbridge is eligible for employment and retention by the Debtor pursuant to the Bankruptcy Code and the Bankruptcy Rules. 22. I am generally familiar with the Bankruptcy Code and the Bankruptcy Rules, and Grandbridge will comply with them, subject to the Orders of this Court. I certify under penalty of perjury under the laws of the United States that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct. Executed this 1st day of September, 2021 /s/ David Kliewer Tampa, Florida David Kliewer

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Exhibit 1 Engagement Letter and Addendum

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EXCLUSIVE RIGHT TO SELL AGREEMENT The Prospect-Woodward Home, d/b/a Hillside Village Keene, a New Hampshire voluntary corporation (“Owner”) hereby appoints Grandbridge Real Estate Capital LLC (“Grandbridge”) as its exclusive agent for the sale of the real property known as Hillside Village located at 95 Wyman Road, Keene, New Hampshire 03431 (the “Property”). This agreement shall commence on January 15, 2021 and expire after 180 days. 1. Marketing Services: Grandbridge will provide brokerage services in an effort to obtain a purchaser for the Property at a sale price and terms acceptable to Owner in its sole discretion. Marketing services to be performed by Grandbridge include but are not limited to: a. Preparation of marketing materials including a standard marketing flyer, offering memorandum, and virtual data room, subject to Owner's review and approval of all such materials. b. Distribution of the marketing flyer to potential purchasers. c. Distribution of the offering memorandum and virtual data room access to all potential purchasers who execute a non-disclosure agreement. d. Assist Owner in selecting a purchaser and negotiating the business terms of a Purchase & Sale Agreement on behalf of Owner. e. Assist Owner in coordinating due diligence materials to the purchaser and serving as advisor to Owner through closing of the transaction. 2. Owner Duties: Owner will refer all inquiries about the Property to Grandbridge. Subject to certain mortgage consents regarding which Grandbridge is aware, Owner represents it has the authority to sell the Property, and individuals signing below represent they are authorized to sign this agreement by the entity indicated. 3. Expense Reimbursement: Owner shall reimburse Grandbridge for actual, out-of-pocket, third-party marketing expenses, up to a maximum of $12,000. Reimbursable expenses include, but are not limited to, the costs of the third-party virtual data room, travel to the Property, and professional photography. The expense reimbursement to Grandbridge will be due and payable by Owner upon the closing of a sale transaction, or expiration of this agreement. Grandbridge will provide documentation of expenses as required by Owner. 4. Commission: If during the term of this agreement, Owner sells any interest in the Property or an Alternative Transaction (as defined in Schedule A) is completed, Owner shall pay Grandbridge a commission based on the commission schedule as outlined in the attached Schedule A. If a prospective purchaser to whom the Property was submitted to by any party during the term of the agreement, enters into a Purchase & Sale Agreement or Alternative Transaction within 180 days after the end of the term, and thereafter a sale or Alternative Transaction is closed, Owner will pay Grandbridge a commission based on the terms in Schedule A. Owner agrees that the 180-day period will be extended for as long as negotiations are continuing with a prospective purchaser. 5. Other Brokers: Grandbridge will cooperate with outside licensed Real Estate brokers, provided that outside brokers representing a potential purchaser must seek payment from its own client, and Grandbridge shall not be obligated to share its commission with any outside broker. In no event shall Owner be required to pay a commission to any outside broker. 6. Dual Representation: Grandbridge will not represent potential purchasers (including to assist in obtaining acquisition financing) for the transaction, unless Owner gives express consent to such dual representation in a subsequent writing. 7. Venue: This agreement will be governed by the laws of the State of New Hampshire, without giving effect to principles of conflicts of law. 8. State Regulatory Disclosure: Owner acknowledges receipt of relevant State regulatory disclosures attached to the end of this agreement. 9. Fees & Expenses: If either party commences litigation against the other party to enforce its rights under this agreement, the prevailing party will be entitled to recover from the other party the costs and expenses (including reasonable attorneys' fees) incurred. 10. Professional Advice: Grandbridge recommends that Owner obtain legal, tax or other professional advice relating to this agreement and the proposed sale of the Property as well as the condition and/or legality of the Property, including, but not limited to, the Property's improvements, equipment, soil, tenancies, title, environmental aspects and compliance with the Americans with Disabilities Act. Grandbridge will have no obligation to investigate any such matters unless expressly otherwise agreed to in writing

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Schedule A Commission Schedule Compensation: Success Fee equal to the greater of 2.0% of Enterprise Value, or $350,000 (with $350,000 being the “Minimum Commission”), paid upon closing. Enterprise Value is defined as purchase price, but does not include any Entrance Fee refund liabilities assumed by the buyer. Alternative Transaction: If a proposed transaction covered by the Agreement to which this Schedule is annexed turns into any other transaction, including, but not limited to, an exchange, option to purchase (which ultimately closes), ground lease or lease, affiliation transaction, and/or debt restructuring (collectively, an “Alternative Transaction”) then Grandbridge will automatically, without the necessity of any further acts by Owner or Grandbridge or an amendment to the Agreement to which this Schedule is annexed, be Owner’s agent for such transaction and will be entitled to a commission on such transaction under the terms of the Agreement. In the event an Alternative Transaction includes a debt restructuring, Grandbridge’s Success Fee shall be the following: (1) if there is a new contribution of cash by a plan sponsor or other funder not affiliated with the Owner, then the sum of (a) 1.125% of the par amount of any current-pay bonds issued or assumed, plus (b) 0.05% of the par amount of any deferred-pay and/or subordinate bonds issued or assumed (and if the sum of subsections (a) and (b) is less than the Minimum Commission, then the Success Fee shall be the Minimum Commission), or (2) if there is no new contribution of cash by a plan sponsor or other funder not affiliated with the Owner, the Minimum Commission. The foregoing calculations will not include any Entrance Fee refund liabilities assumed in a debt restructuring. Time of Payment: The commission shall be paid in full at the time of the closing or transfer of title to the Property or the debt restructuring, except in the case of an installment purchase contract, in which case the commission shall be paid in full at the time of full execution and delivery of the installment purchase contract between Owner and purchaser.

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Exhibit 2 Potential Parties in Interest

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In re The Prospect-Woodward Home Potential Parties in Interest Debtor The Prospect-Woodward Home Banks / Lenders Cambridge Trust People’s United Bank Savings Bank of Walpole TMI Trust Company UMB Bank, National Association Bankruptcy and Ordinary Course Professionals ACcommunication Partners BCM Environmental & Land Law Donlin, Recano & Company, Inc. Grandbridge Real Estate Capital Hinckley, Allen & Snyder LLP OnePoint Partners Polsinelli PC Silverbloom Consulting, LLC Wipfli LLP Stalking Horse Covenant Living Services Significant Creditors / Vendors Arthur J Gallagher Risk Management Services Ascentium Capital LLC Atkins Callahan Attane Dartmouth-Hitchcock Dole & Bailey Inc GDS Landmark Group Harvard Pilgrim Health Care Inc Howard Printing, Inc. Life Care Services LLC Life Care Companies LLC Neil R. Ackley Reinhart Food Service Simpson Gumpertz & Heger Inc Single Digits Inc

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Sysco Boston LLC The Home Depot Pro Directors and Officers Anne Meddaugh Belinda Oster David Doll Gary Shaprio Greg McConahey Jane Warner Jay Eason Jeanie Sy Kendall Lane Kimball Temple Nancy Crawford Nancy Thompson Rand Burnett Rob Harris Insurance Companies Affiliated FM Insurance Co. Federal Insurance Co. Hiscox Ironshore Lloyd’s of London RSUI/Landmark Zurich Utilities Ascentium Capital City of Keene Consolidated Communications, Inc. Direct Energy First Light Fiber PSNH - Eversource Single Digits, Inc. Suburban Propane U.S. Cellular Waste Management Corporate Services, Inc. Government, Regulatory, and Taxing Authorities City of Keene Department of Justice Department of the Treasury

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Internal Revenue Service New Hampshire Attorney General’s Office New Hampshire Board of Barbering, Cosmetology and Esthetics New Hampshire Commissioner of Insurance New Hampshire Department of Environmental Services New Hampshire Department of Health and Human Services New Hampshire Director of Charitable Trusts New Hampshire Liquor Commission New Hampshire Probate Court New Hampshire Secretary of State Litigation Counterparties American Builders and Contractors Supply Co. Builders Installed Products of VT, LLC Denron Plumbing & HVAC, LLC Hampshire Fire Protection Co., LLC Installed Building Products, LLC J.N.R. Gutters, Inc. John Pratt MacMillin Company, LLC Metro Walls, Inc. Nancy W. and Bruce L. Montgomery Pro Stock Kitchens LLC Schindler Elevator Corporation Wallace Building Products Corporation Wayne J. Griffin Electric, Inc. New Hampshire Bankruptcy Judges Chief Judge Bruce A. Harwood Judge Peter G. Cary, sitting by designation Judge Michael A. Fagone, sitting by designation Judge Christopher J. Panos, sitting by designation U.S. Trustees Office William K. Harrington Gary Donahue Kimberly Bacher Tracy L. Bryant Carmen Davis Ann Dirsa Maureen A. Juliano Brian Tierney Benefit Providers

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ADP, LLC Colonial Life Delta Dental ESI Employee Assistance Group Harvard Pilgrim Health Care Kronos Mutual of Omaha Oracle HCM Principal Financial Group, Inc. The Richards Group

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