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Full title: Application to Employ of Polsinelli PC as Attorney to Debtor Filed by Debtor The Prospect-Woodward Home (Graham, Owen) (Entered: 09/01/2021)

Document posted on Aug 31, 2021 in the bankruptcy, 28 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(a), 328(a), 329, and 330 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014(a) and 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the retention and employment of Polsinelli PC (“Polsinelli”) as counsel to the Debtor, nunc pro tunc to the petition date.Accordingly, the Debtor seeks to retain Polsinelli as its counsel because of Polsinelli’s extensive general legal experience and knowledge, and in particular, its recognized expertise in the field of debtors’ and creditors’ rights and business reorganizations under chapter 11 of the Bankruptcy Code, its recognized expertise in representing companies in the healthcare industry, its expertise, experience, and knowledge in practicing before bankruptcy courts across the country, and its ability to quickly response to emergency hearings and other matters before this Court.To the best of the Debtor’s knowledge and as disclosed herein and in the Johnson Declaration: (a) Polsinelli is a “disinterested person” under Bankruptcy Code section 101(14); (b) Polsinelli does not hold or represent an interest adverse to the Debtor’s estate; and (c) Polsinelli’s shareholders and associates have no connection to the Debtor, its creditors, or its related parties except as may be disclosed in the Johnson Declaration. a. taking all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor’s behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor’s estate; b. providing legal advice with respect to the Debtor’s powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; c. negotiating, preparing, and pursuing confirmation of a plan and approval of a disclosure statement; d. preparing on behalf of the Debtor, as debtor-in-possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtor’s estate; e. appearing in court and protecting the interests of the Debtor before this Court; f. assisting with any disposition of the Debtor’s assets, by sale or otherwise; g. reviewing all pleadings filed in this Chapter 11 Case; h. assisting the Debtor with its insurance recovery litigation; and i. performing all other legal services in connection with this Chapter 11 Case as may reasonably be required.Declaration in connection with the Debtor’s application (the “Application”) pursuant to Bankruptcy Code section 327(a), 328, 329, 330, ad 331 for authority to employ and retain Pols

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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 ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF POLSINELLI PC AS COUNSEL TO THE DEBTOR 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(a), 328(a), 329, and 330 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014(a) and 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the retention and employment of Polsinelli PC (“Polsinelli”) as counsel to the Debtor, nunc pro tunc to the petition date. In support of this Application, the Debtor relies upon and incorporates by reference the Declaration of Jeremy R. Johnson in Support of the Ex Parte Application of the Debtor for Entry of Order Authorizing the Retention and Employment of Polsinelli PC as Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the “Johnson Declaration”), attached hereto as Exhibit B. In further support of the Application, the Debtor respectfully representants as follows: 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). 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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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(a), 328(a), 329, and 330 and Bankruptcy Rules 2014(a) and 2016(a). 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. RELIEF REQUESTED 8. By this Application, the Debtor seeks entry of an order authorizing the retention and employment of Polsinelli as attorneys for the Debtor nunc pro tunc to the Petition Date to represent the Debtor as its counsel in connection with the Chapter 11 Case. I. Polsinelli’s Qualifications 9. Polsinelli has served as corporate and restructuring counsel to the Debtor since November 2020, and after that date, has taken on additional legal responsibilities from the Debtor as chapter 11 bankruptcy counsel. Accordingly, the Debtor seeks to retain Polsinelli as its counsel because of Polsinelli’s extensive general legal experience and knowledge, and in particular, its

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recognized expertise in the field of debtors’ and creditors’ rights and business reorganizations under chapter 11 of the Bankruptcy Code, its recognized expertise in representing companies in the healthcare industry, its expertise, experience, and knowledge in practicing before bankruptcy courts across the country, and its ability to quickly response to emergency hearings and other matters before this Court. Further, Polsinelli’s appearance before this Court for the applications, motions, and other matters in the Chapter 11 Case will be efficient and cost-effective for the Debtor’s estate. The Debtor believes that Polsinelli is both well-qualified and uniquely able to represent them in the Chapter 11 Case in a most efficient and timely manner given its prior experience with the Debtor. 10. Polsinelli has extensive experience in other chapter 11 bankruptcy debtor cases in this and other jurisdictions including, inter alia: Abri Health Services, LLC; Senior Care Centers, LLC; Clare Oaks; EBH Topco, LLC; Friendship Village of Mill Creek; Curae Health; Ensequence, Inc.; ActiveCare, Inc.; and California Proton Treatment Center, LLC. 11. It is the carefully considered view of the Debtor that, considering the circumstances of the Chapter 11 Case as detailed in the First Day Declaration and the various interests involved, that representation of the Debtor by Polsinelli is necessary, advisable, and in the best interests of the Debtor and its estate. II. Scope of Polsinelli’s Services 12. Polsinelli’s services are necessary to enable the Debtor to faithfully execute its duties as debtor and debtor in possession. Subject to Court approval, the professional services that Polsinelli will be required to render, shall include (but shall not be limited to): a. taking all necessary action to protect and preserve the Debtor’s estate, including the prosecution of actions on the Debtor’s behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor’s estate;

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b. providing legal advice with respect to the Debtor’s powers and duties as a debtor in possession in the continued operation of its business; c. preparing on behalf of the Debtor, as debtor in possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtor’s estate; d. appearing in court and protecting the interests of the Debtor before this Court; e. assisting with any disposition of the Debtor’s assets, by sale or otherwise; f. taking all necessary or appropriate actions in connection with any plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtor’s estate; g. reviewing all pleadings filed in the Chapter 11 Case; and h. performing all other legal services in connection with the Chapter 11 Case as may reasonably be required. 13. It is necessary that the Debtor employs attorneys to render the foregoing professional services. Polsinelli has stated its desire and willingness to act in the Chapter 11 Case and render the necessary professional services as attorneys for the Debtor. 14. Prior to the Petition Date, the Debtor retained Polsinelli to provide bankruptcy and restructuring advice, including assisting in the preparation of the requisite petition, exhibits, and lists in connection with the commencement of the Chapter 11 Case, as well as advice regarding practices and procedures before this Court. The Debtor believes Polsinelli has the necessary background to represent the Debtor effectively and efficiently in the Chapter 11 Case. In preparing for its representation of the Debtor in the Chapter 11 Case, Polsinelli has become familiar with the Debtor’s affairs and many of the potential issues which may arise in the Chapter 11 Case. 15. By separate applications, the Debtor also seeks to employ: (a) OnePoint Partners as Chief Restructuring Officer; (b) SilverBloom Consulting, LLC as financial advisor; (c) Donlin,

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Recano & Company, Inc. as claims, noticing, and administrative agent; (d) Hinckley, Allen & Snyder LLP as New Hampshire, regulatory and general corporate counsel; and (e) Grandbridge Real Estate Capital as investment banker. The Debtor may also seek authority to employ certain ordinary course professionals. 16. Although certain aspects of the representations may necessarily involve Polsinelli, the Debtor believes that the services Polsinelli will provide will be complimentary to, rather than duplicative of, the services to be provided by any other professional in the Chapter 11 Case. Polsinelli 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 17. Polsinelli intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. 18. Subject to those provisions, the Debtor proposes to pay Polsinelli its customary hourly rates in effect from time to time as set forth in the Johnson Declaration. The Debtor submits that these rates are reasonable. Polsinelli’s current hourly rates for attorneys who may work on this matter currently range from: a. Shareholders: $425 - $985; b. Associates: $365 - $625; and c. Paraprofessionals: $180 - $405. 19. Polsinelli’s hourly rates are set at a level designed to compensate Polsinelli fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are

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subject to periodic adjustments to reflect economic and other conditions (which adjustments will be reflected in the first Polsinelli fee application following such adjustments) and are consistent with the rates charged elsewhere. 20. In addition to the hourly rates set forth above, it is Polsinelli’s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client’s case. The expenses charged to clients include, among other things, telephone and telecopier toll and other charges, regular mail and express mail charges, special or hand delivery charges, document processing charges, printing/photocopying charges, travel expenses, expenses for “working meals,” computerized research charges, transcription costs as well as non-ordinary overhead expenses such as secretarial and other overtime. Polsinelli will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to Polsinelli’s other clients or as previously fixed by this Court. Polsinelli believes that it is fair to charge these expenses to the clients incurring them instead of increasing hourly rates and spreading these expenses among all clients. 21. The Debtor requires knowledgeable counsel to render these critical professional services and Polsinelli has stated its desire and willingness to act in the Chapter 11 Case and render the necessary professional services as counsel to the Debtor on the terms described herein. The employment of Polsinelli is appropriate and necessary to enable the Debtor to execute faithfully its duties as a debtor and debtor-in-possession. IV. Compensation Received by Polsinelli from the Debtor 22. Prior to the Petition Date, Polsinelli received payments in the aggregate amount of $796,718.45 on account of the aggregate fees and expenses for services provided to the Debtor (exclusive of retainers) in the twelve months preceding the Petition Date. Additionally, Polsinelli

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received an advance payment of a $290,000 retainer (the “Retainer”) from the Debtor to be applied to postpetition fees and expenses rendered in the Chapter 11 Cases. V. Disinterestedness 23. As described in the Johnson Declaration, Polsinelli maintains and updates its conflict check system in the ordinary course of business. To the best of the Debtor’s knowledge and as disclosed herein and in the Johnson Declaration: (a) Polsinelli is a “disinterested person” under Bankruptcy Code section 101(14); (b) Polsinelli does not hold or represent an interest adverse to the Debtor’s estate; and (c) Polsinelli’s shareholders and associates have no connection to the Debtor, its creditors, or its related parties except as may be disclosed in the Johnson Declaration. 24. Pursuant to Bankruptcy Code section 327(c), Polsinelli is not disqualified from acting as Debtor’s counsel merely because it previously represented or currently represents the Debtor’s creditors or other parties in interest in matters unrelated to the Debtor or the Chapter 11 Case. To the extent that Polsinelli is determined to have a conflict with respect to a particular client or matter as it relates to the Chapter 11 Case, the Debtor will utilize separate conflicts counsel as necessary. In addition, to the extent necessary and appropriate, Polsinelli will implement an ethical wall, screening attorneys working on any such matters from interacting with attorneys working on the Chapter 11 Case. BASIS FOR RELIEF REQUESTED 25. Under Bankruptcy Code section 327(a), a debtor in possession may employ one or more professionals to represent it in carrying out its duties under the Bankruptcy Code, provided that such professionals are disinterested persons and do not hold or represent an interest adverse to the estate. Bankruptcy Code section 327(a) provides in relevant part:

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Except as otherwise provided in this section, the Debtor, with the court’s approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the Debtor in carrying out the Debtor’s duties under this title. 11 U.S.C. § 327(a). 26. Bankruptcy Code section 101(14) of the Bankruptcy Code defines “disinterested person” as one who: [I]s not a creditor, an equity security holder, or an insider; [or] is not and was not, within 2 years before the date of the filing of the petition, a director, officer or employee of the debtor; and . . . does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason. 11 U.S.C. § 101(14). 27. Bankruptcy Code section 328 provides, in pertinent part, that under Section 327 of the Bankruptcy Code, a professional may be employed “on any reasonable terms and conditions of employment, including a retainer, on an hourly basis, on a fixed percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a). 28. Bankruptcy Rule 2014 requires that an application for retention of a professional person include: [S]pecific facts showing the necessity for the employment, the name of the person 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 person’s connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. Fed. R. Bankr. P. 2014(a). 29. The Debtor submits that for the reasons stated herein and, in the Declaration, the retention and employment of Polsinelli the purposes delineated above is in accordance with

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Bankruptcy Code section 327. To the best of the Debtor’s knowledge, and except as disclosed in this Application and in the Johnson Declaration, Polsinelli does not hold or represent any interest or connection adverse to the Debtor, the estate, creditors, any other party in interest, or their respective attorneys or accountants. Polsinelli is a “disinterested person” as defined in the Bankruptcy Code. 30. The Debtor understands that Polsinelli intends to apply to this Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court. WAIVER OF MEMORANDUM OF LAW 31. 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. NOTICE 32. 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. 33. The Debtor submits that, in light of the nature of the relief requested, no further notice of this Application is required.

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NO PRIOR REQUEST 34. 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 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 POLSINELLI PC AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE Upon the Ex Parte Application of the Debtor for Entry of Order Authorizing the Retention and Employment of Polsinelli PC as Counsel to the Debtor Nunc Pro Tunc to the Petition Date(the “Application)2 of the Debtor for entry of an order (this “Order”) authorizing the employment and retention of Polsinelli PC (“Polsinelli”) as counsel to the Debtor nunc pro tunc to the Petition Date; the Court having reviewed the Application, Johnson 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. Polsinelli is authorized to provide the Debtor with the professional services described in the Application. Specifically, but without limitation, Polsinelli is authorized to render the following legal services: a. taking all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor’s behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor’s estate; b. providing legal advice with respect to the Debtor’s powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; c. negotiating, preparing, and pursuing confirmation of a plan and approval of a disclosure statement; d. preparing on behalf of the Debtor, as debtor-in-possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtor’s estate; e. appearing in court and protecting the interests of the Debtor before this Court; f. assisting with any disposition of the Debtor’s assets, by sale or otherwise; g. reviewing all pleadings filed in this Chapter 11 Case; h. assisting the Debtor with its insurance recovery litigation; and i. performing all other legal services in connection with this Chapter 11 Case as may reasonably be required. 3. Pursuant to Bankruptcy Code section 327(a), the Debtor is authorized to retain and employ Polsinelli as its counsel, in accordance with the terms and conditions set forth in the Application, effective nunc pro tunc to the Petition Date.

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4. Polsinelli shall be compensated in accordance with the procedures set forth in Bankruptcy Code sections 330 and 331, the Bankruptcy Rules, the Local Rules and any applicable fee guidelines and any interim compensation orders entered by this Court. 5. Notwithstanding anything to the contrary in the Application or the Johnson 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 legal services provided by Polsinelli to the Debtor and for defending any objection to Polsinelli’s fee applications or requests under the Bankruptcy Code are not approved pending further order of the Court. 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. 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 Johnson 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 JEREMY R. JOHNSON IN SUPPORT OF THE EX PARTE APPLICATION OF THE DEBTOR FOR ENTRY OF ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF POLSINELLI PC AS COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE I, Jeremy R. Johnson, Esq. make this declaration (“Declaration”) pursuant to 28 U.S.C. § 1746 and state: 1. I am a Shareholder based in the New York office of Polsinelli PC (“Polsinelli”), which maintains offices for the practice of law at 600 3rd Avenue, 42nd Floor, New York, New York 10016, among 19 other locations. I am an attorney-at-law, duly admitted and in good standing to practice in the State of New York, as well as the United States Court of Appeals for the Second Circuit, and the United States District Court for the Southern District of New York. 2. I submit this Declaration in connection with the Debtor’s application (the “Application”) pursuant to Bankruptcy Code section 327(a), 328, 329, 330, ad 331 for authority to employ and retain Polsinelli PC as counsel to the Debtor nunc pro tunc to the Petition Date, and to provide the disclosures required under Bankruptcy Rules 2014(a) and 2016(b). 3. Unless otherwise stated in this Declaration, I have personal knowledge of the facts hereinafter set forth. To the extent that any information disclosed herein requires amendment or 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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modification upon Polsinelli’s completion of further analysis, or as additional creditor information becomes available to it, a supplemental affidavit will promptly be submitted to the Court. I. Polsinelli’s Qualifications 4. Polsinelli has extensive experience in the field of debtors’ and creditors’ rights and business reorganizations and liquidations under chapter 11 of the Bankruptcy Code and expertise, experience, and knowledge advising debtors in cases involving continuing care retirement centers. 5. In addition, since November 2020, Polsinelli has advised the Debtor in connection with its restructuring efforts. In providing such prepetition professional services to the Debtor, Polsinelli has become familiar with the Debtor and its business, including the Debtor’s financial affairs, debt structure, operations, and related matters. Having worked with the Debtor’s management and its other advisors, Polsinelli has developed relevant experience and expertise regarding the Debtor that will assist it in providing effective and efficient services in this Chapter 11 Case. Accordingly, Polsinelli is both well-qualified and uniquely able to represent the Debtor in this Chapter 11 Case in an efficient and timely manner. II. Scope of Polsinelli’s Services 6. Polsinelli will provide the Debtor with a full range of legal services that will include, but not be limited to: a. taking all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor’s behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor’s estate; b. providing legal advice with respect to the Debtor’s powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; c. negotiating, preparing, and pursuing confirmation of a plan and approval of a disclosure statement;

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d. preparing on behalf of the Debtor, as debtor-in-possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtor’s estate; e. appearing in court and protecting the interests of the Debtor before this Court; f. assisting with any disposition of the Debtor’s assets, by sale or otherwise; g. reviewing all pleadings filed in this Chapter 11 Case; h. assisting the Debtor with its insurance recovery litigation; and i. performing all other legal services in connection with this Chapter 11 Case as may reasonably be required. III. Professional Compensation and Fees 7. Subject to approval of this Court and in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, Polsinelli intends to apply for compensation for professional services rendered in connection with the Chapter 11 Case, plus reimbursement of actual, necessary expenses, and other charges incurred by Polsinelli during the Chapter 11 Case. 8. Polsinelli’s current hourly rates for matters related to this Chapter 11 Case are expected to be within the following ranges: $440 to $850 for attorneys and from $210 to $375 for paraprofessionals. The principal professionals and paraprofessionals designated to represent the Debtor and their current standard hourly rates are: a. Shareholders: $425 - $985; b. Associates: $365 - $625; and c. Paraprofessionals: $180 - $405. 9. In addition to the hourly rates set forth above, it is Polsinelli’s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client’s case.

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The expenses charged to clients include, among other things, telephone and telecopier toll and other charges, regular mail and express mail charges, special or hand delivery charges, document processing charges, printing/photocopying charges, travel expenses, expenses for “working meals,” computerized research charges, transcription costs as well as non-ordinary overhead expenses such as secretarial and other overtime. Polsinelli will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to Polsinelli’s other clients or as previously fixed by this Court. Polsinelli believes that it is fair to charge these expenses to the clients incurring them instead of increasing hourly rates and spreading these expenses among all clients. IV. Compensation Received by Polsinelli from the Debtor 10. Prior to the Petition Date, Polsinelli received advances in the aggregate amount of $796,718.45 on account of the aggregate fees and expenses for services provided to the Debtor (exclusive of retainers) in the twelve months preceding the Petition Date. Additionally, Polsinelli received an advance payment of $290,000 retainer (the “Retainer”) from the Debtor to be applied to postpetition fees and expenses incurred during the Chapter 11 Case. V. Disinterestedness 11. Polsinelli maintains and systematically updates its conflict check system in the regular course of its business, and it is the regular practice of Polsinelli to make and maintain these records. The conflict system maintained by Polsinelli is designed to include (a) every active matter on which Polsinelli is engaged, (b) every closed matter on which Polsinelli has been engaged since 1990, (c) the entity by which it is now or has been engaged, (d) the identity of related parties, (e) the identity of adverse parties, and (f) the attorney at Polsinelli who is knowledgeable about the matter. It is the policy of Polsinelli that no new matter may be accepted or opened within the firm without completing and submitting to those charged with maintaining the conflict check system

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the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter, and the related and adverse parties. Accordingly, the database is updated for every new matter undertaken by Polsinelli. The scope of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a new matter. 12. Insofar as I have been able to ascertain, neither I, Polsinelli, nor any director, counsel or associate of Polsinelli currently represents, or has in the past represented, the potential parties in interest set forth on Exhibit 1 attached hereto (collectively, the “Potential Parties in Interest”), except as hereinafter set forth. 13. Through the procedures set forth above, Polsinelli has determined that it has in the past represented, currently represents, and/or may in the future represent, in matters wholly unrelated to the Debtor, the Potential Parties in Interest (or affiliates thereof) set forth on Exhibit 2 attached hereto. 14. I do not believe that any single matter is a major engagement that would involve the billing of fees in excess of one half of one percent (0.5%) of Polsinelli’s annual fees billed, or that, in the aggregate for any related group of entities, exceeds one percent (1.0%) of Polsinelli’s annual fees billed. In any event, Polsinelli will not represent any of the foregoing Parties in Interest or any other party in interest in any facet relating to the Debtor or this Chapter 11 Case. 15. Based on the foregoing, I do not believe there is any connection or interest (as such terms are used in Bankruptcy Code section 101(14) and Bankruptcy Rule 2014(a)) between Polsinelli and (a) the U.S. Trustee or any person employed by the Office of the U.S. Trustee or (b) any counsel, accountants, financial consultants, and investment bankers who represent or may represent claimants or other parties in interest in the Chapter 11 Case, except as otherwise described herein. In addition, as part of its practice, Polsinelli appears in cases, proceedings and

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transactions involving many different attorneys, counsel, accountants, financial consultants, and investment bankers, some of which now or may in the future represent claimants and parties in interest in the this Chapter 11 Case. Polsinelli has not represented and will not represent any such entities in relation to the Debtor and its Chapter 11 Case, nor does Polsinelli have any relationship with any such entities that would be adverse to the Debtor or its estate. 16. Polsinelli will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent that Polsinelli learns of any additional material information relating to its employment (such as potential or actual conflicts of interest), Polsinelli will promptly file and serve a supplemental affidavit with the Court setting forth the additional information. 17. No promises have been received by Polsinelli, or by any director or associate thereof, as to compensation in connection with this Chapter 11 Case other than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Polsinelli has no agreement with any other entity to share with such entity any compensation received by Polsinelli. 18. Polsinelli represents many committees whose members may be creditors in this Chapter 11 Case. However, Polsinelli is not representing any of those entities in this Chapter 11 Case and will not represent any members of the committees it currently represents with regard to any claims that they may have collectively or individually against the Debtor. 19. Although Polsinelli has taken reasonable steps to ascertain whether past and current clients are creditors of the Debtor, affiliated with the Debtor, or are otherwise parties-in-interest, Polsinelli’s analysis is ongoing. Accordingly, Polsinelli shall supplement this Declaration as appropriate and necessary.

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20. The foregoing constitutes the statement of Polsinelli pursuant to Bankruptcy Code section 327 and Bankruptcy Rules 2014(a) and 2016(b). 21. To the best of my knowledge, no director or associate of Polsinelli is a relative of, or has been so connected with, any Judge of the United States Bankruptcy Court for the District of New Hampshire that would render Polsinelli’s retention in this case improper. Accordingly, I understand that the appointment of Polsinelli is not prohibited by Bankruptcy Rule 5002. 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/ Jeremy R. Johnson New York, New York Jeremy R.Johnson

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Exhibit 1 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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Exhibit 2 Disclosures In the past, currently, and in the future, Polsinelli PC has represented, represents, and will continue to represent the following entities or affiliated entities in certain matters wholly unrelated to the Debtor and the Chapter 11 Case: a. Dartmouth-Hitchcock Medical Center b. Delta Dental c. Oracle HCM d. Covenant Living e. Home Depot In the past, Polsinelli PC has represented the following entities or affiliated entities in certain matters wholly unrelated to the Debtor and the Chapter 11 Case: f. ADP, LLC g. Colonial Life h. HISCOX, Inc. i. Life Care Companies, LLC

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