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Full title: Motion of Debtor for Entry of an Order Authorizing Retention and Payment of Professionals Utilized in the Ordinary Course of Business Filed by Debtor The Prospect-Woodward Home (Graham, Owen) (Entered: 09/02/2021)

Document posted on Sep 1, 2021 in the bankruptcy, 21 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

By this Motion, the Debtor seeks authorization to: (a) retain the Ordinary Course Professionals under Bankruptcy Code section 327 without the necessity of a separate, formal retention application approved by this Court for each Ordinary Course Professional; and (b) pay the Ordinary Course Professionals under Bankruptcy Code sections 330 and 331 for services rendered and expenses incurred after the Petition Date, subject to certain limits set forth below, without the necessity of additional Court approval.The Debtor thus proposes that while it be permitted to continue to employ, retain, and compensate all Ordinary Course Professionals identified on Exhibit 1 to the proposed order, each Ordinary Course Professional be required to file with the Court and serve upon the Notice Parties an “Affidavit of Proposed Professional” within fifteen (15) days of the date of service of an order granting this Motion.3 23.UTILIZED IN THE ORDINARY COURSE OF BUSINESS Upon the Motion of Debtor for Entry of an Order Authorizing Retention and Payment of Professionals Utilized in the Ordinary Course of Business (the “Motion”)2 of the Debtor for entry of an order (this “Order”) authorizing payment of professionals utilized by the Debtor in the ordinary course of business; the Court having reviewed the Motion 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 Motion 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 Motion 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 Motion 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 ORDERED, ADJUDGED, AND DECREED THAT: 1. If the amount due any Ordinary Course Professional exceeds the Ordinary Course Professional Cap, then such Ordinary Course Professional shall submit copies of its Monthly Invoices by hand, overnight delivery, or email on the following parties (collectively, the “Notice Parties”): a. The Prospect-Woodward Home, 95 Wyman Road, Keene, New Hampshire 03431, Attn:The Notice Parties shall have fifteen (15) days after service of each Ordinary Course Professional’s Affidavit, or such other time as may be agreed to by the Ordinary Course Professional or ordered by the Court, to object to the retention of such Professional (the “Objection Deadline”).

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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 ) ) MOTION OF DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING RETENTION AND PAYMENT OF PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS The above-captioned debtor (“Hillside Village” or the “Debtor”) hereby moves (this “Motion”) pursuant to sections 105(a), 328, 330, and 331 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014 and 2016 of Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”) for the entry an order, substantially in the form of Exhibit A attached hereto (the “Proposed Order”) authorizing the retention and payment of professionals utilized by the Debtor in the ordinary course of business. In support of the Motion, the Debtor respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief requested herein are Bankruptcy Code sections 105(a), 328, 330, and 331 and Bankruptcy Rules 2014 and 2016 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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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”) and incorporated herein by reference. 6. The Debtor continues to operate and manage its business as a debtor in possession pursuant to Bankruptcy Code sections 1107 and 1108. 7. No trustee, examiner, or committee has been appointed in the Chapter 11 Case. RELIEF REQUESTED 8. The Debtor customarily retains the services of various attorneys, accountants, and other professionals to represent its interests in matters arising in the ordinary course of its business, unrelated to this Chapter 11 Case (the “Ordinary Course Professionals”). A list of the Debtor’s current Ordinary Course Professionals is attached as Exhibit 1 to the proposed order submitted herewith. 9. The work of the Ordinary Course Professionals is directly related to the preservation of the value of the Debtor’s estate. Even though the amount of fees and expenses incurred by the Ordinary Course Professionals represents only a small fraction of the value of its estate, the Debtor cannot continue to operate as a debtor-in-possession unless it has access to these professionals. 10. Given the necessity of these services, the delay associated with the application procedures applicable to bankruptcy professionals would hinder the Debtor’s ongoing business operations. Further, some Ordinary Course Professionals may not be able to abide by such

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procedures, which would leave the Debtor looking for replacements. This would impose a cost that the Debtor cannot currently absorb, as it would require new professionals to take additional time to get acquainted with the specifics of the Debtor’s business, and may result in the Debtor paying these new professionals higher rates for the same work. 11. The relief sought in this Motion may result in avoiding the additional cost of preparing retention and fee applications. This cost would be significant and would be borne by the Debtor’s estate. Moreover, individual applications by each of these Ordinary Course Professionals would unnecessarily burden the Clerk’s office, this Court, and the United States Trustee (the “U.S. Trustee”). 12. By contrast, granting this Motion will benefit the Debtor, its estate, and creditors by providing cost-effective access to professionals who have an existing relationship with, and understanding of, the Debtor and its operations. Accordingly, because it is in the best interest of all of the parties and the creditors, to avoid any disruption in the professional services rendered by the Ordinary Course Professionals in the day-to-day operations of the Debtor’s business, this Motion should be granted. 13. By this Motion, the Debtor seeks authorization to: (a) retain the Ordinary Course Professionals under Bankruptcy Code section 327 without the necessity of a separate, formal retention application approved by this Court for each Ordinary Course Professional; and (b) pay the Ordinary Course Professionals under Bankruptcy Code sections 330 and 331 for services rendered and expenses incurred after the Petition Date, subject to certain limits set forth below, without the necessity of additional Court approval. 14. In contrast, the Debtor has filed individual retention applications for any professionals which the Debtor seeks to employ in connection with the Chapter 11 Case

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(collectively, the “Chapter 11 Professionals”).2 The Chapter 11 Professionals will be compensated and reimbursed only in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the United States Trustee Fee Guidelines, and any orders entered in the Chapter 11 Case governing professional compensation and reimbursement for services rendered and charges and disbursements incurred. 15. Although the Debtor believes that some of the Ordinary Course Professionals may not be “professional persons” as contemplated by Bankruptcy Code section 327 and, thus, that no retention or payment authorization is necessary, out of an abundance of caution the Debtor seeks an order authorizing the retention and payment of all Ordinary Course Professionals under Bankruptcy Code section 327. 16. Although certain of the Ordinary Course Professionals may hold unsecured claims against the Debtor, the Debtor does not believe that any of the Ordinary Course Professionals have an interest materially adverse to the Debtor, its estate, or creditors. BASIS FOR RELIEF REQUESTED 17. The Debtor desires to continue to employ and retain the Ordinary Course Professionals to render services to its estate that are similar to those rendered prior to the Petition Date. Although the automatic stay and other issues in the Chapter 11 Case may decrease the Debtor’s need for certain Ordinary Course Professionals’ services, the Debtor cannot now quantify or qualify that need. 2 As of the filing of this Motion, the proposed Chapter 11 Professionals in this case consist of: (a) OnePoint Partners as Chief Restructuring Officer; (b) SilverBloom Consulting, LLC as financial advisor; (c) Donlin, Recano & Company, Inc. as claims, noticing, and administrative agent; (d) Polsinelli PC as bankruptcy counsel; (e) Hinckley, Allen & Snyder LLP as New Hampshire, regulatory and general corporate counsel; and (f) Grandbridge Real Estate Capital as broker.

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18. Accordingly, the Debtor requests that it be permitted to employ and retain the Ordinary Course Professionals on terms substantially similar to those in effect prior to the Petition Date, but subject to the terms described below. I. Payment of Fees and Expenses 19. The Debtor proposes that it be permitted to pay 100% of the interim fees and disbursements to each of the Ordinary Course Professionals upon the submission to the Debtor of an appropriate invoice setting forth in reasonable detail the nature of the services rendered after the Petition Date, provided, however, that if the amount due any Ordinary Course Professional exceeds $30,000 in any one month or $100,000 for the entire Chapter 11 Case (collectively, the “Ordinary Course Professional Cap”), then such Ordinary Course Professional shall submit copies of its monthly invoices summarizing in reasonable detail the services rendered and expenses incurred in connection therewith (the “Monthly Invoices”) by hand, overnight delivery, or email on the following parties (collectively, the “Notice Parties”): a. The Prospect-Woodward Home, 95 Wyman Road, Keene, New Hampshire 03431, Attn: Toby Shea; b. Counsel to the Debtor (a) Polsinelli PC, 600 Third Avenue, 42nd Floor, New York, New York 10016, Attn: Jeremy R. Johnson (jeremy.johnson@polsinelli.com) and Attn: Stephen J. Astringer (sastringer@polsinelli.com); and (b) Hinckley, Allen & Snyder LLP, 650 Elm Street, Manchester, New Hampshire 03101, Attn: Daniel M. Deschenes (ddeschenes@hinckleyallen.com) and 28 State Street, Boston, Massachusetts 02109, Attn: Jennifer V. Doran (jdoran@hinckleyallen.com); c. Counsel to UMB Bank, as indenture trustee (the “Bond Trustee”), Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, Attn: Daniel S. Bleck (dsbleck@mintz.com); d. Counsel to the official committee of unsecured creditors, if one is appointed; and

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e. Office of the United States Trustee, James C. Cleveland Building, 53 Pleasant Street, Suite 2300, Concord, NH 03301, Attn: Kimberly Bacher (Kimberly.Bacher@usdoj.gov). 20. Any Notice Party may object to the payment of fees and expenses above the Ordinary Course Professional Cap by serving a written objection upon the Ordinary Course Professional, the Debtor, and the other Notice Parties within ten (10) days of receiving the Monthly Invoices. The objection shall state the nature of the objection and identify the amount of the fees or costs to which the objection is made. In the absence of any timely objection, the Debtor would be authorized to pay 100% of the fees and expenses above the Ordinary Course Professional Cap. All objections not resolved by the parties would be preserved and presented to the Court by the objecting party at the next scheduled omnibus hearing. II. Submission of Rule 2014 Affidavits 21. By this Motion, the Debtor requests that all Ordinary Course Professionals be excused from submitting separate applications for their proposed retention. The Debtor recognizes, however, the importance of providing the Court and the U.S. Trustee information about each Ordinary Course Professional who is an attorney. 22. The Debtor thus proposes that while it be permitted to continue to employ, retain, and compensate all Ordinary Course Professionals identified on Exhibit 1 to the proposed order, each Ordinary Course Professional be required to file with the Court and serve upon the Notice Parties an “Affidavit of Proposed Professional” within fifteen (15) days of the date of service of an order granting this Motion.3 23. The Debtor further requests that the U.S. Trustee, the Debtor’s prepetition lender, and any official creditors’ committee appointed in the Chapter 11 Case be given ten (10) days from 3 A form of “Affidavit of Proposed Professional” is attached as Exhibit 2 to the proposed Order.

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the date of service of an Ordinary Course Professional’s Affidavit to object to the retention of such Ordinary Course Professional (the “Objection Deadline”). Objections, if any, shall be served upon the Notice Parties. If any such objection cannot be resolved within five (5) days of service, the matter will be set for hearing before the Court on a date scheduled by the Court and agreeable to the Ordinary Course Professional, the Debtor, and the objecting party. If no objection is submitted on or before the Objection Deadline, or if any objection submitted is timely resolved as set forth above, the Debtor requests that, without further order of the Court, the employment, retention, and compensation of the Ordinary Course Professional be deemed approved. III. Additional Ordinary Course Professionals 24. The Debtor also requests that it be authorized to employ and retain additional Ordinary Course Professionals as necessary, in the ordinary course of its business (“Additional Ordinary Course Professionals”), (a) without the need to file individual retention applications and (b) without the need for any further hearing or notice to any other party, by filing with the Court a supplement (the “Supplement”) to Exhibit 1 to the proposed Order.425. The Debtor proposes that the U.S. Trustee, the Debtor’s prepetition lender, and any official creditors’ committee appointed in this Chapter 11 Case be given ten (10) days after service of each Additional Ordinary Course Professional’s affidavit to object to the retention of such Additional Ordinary Course Professional. If no objection is submitted pursuant to the objection procedures described above, the Debtor shall be authorized to retain the Additional Ordinary Course Professional as a final matter. 4 For purposes of complying with the Rule 2014 Affidavit procedures set forth above, the timing requirements for Additional Ordinary Course Professionals to file and serve an “Affidavit of Proposed Professional” will run from the Debtor’s filing of the Supplement.

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26. The Debtor submits that the retention of the Ordinary Course Professionals and the payment of interim compensation on the basis set forth herein is in the best interests of the Debtor’s estate. Although generally the Ordinary Course Professionals with whom the Debtor has previously dealt wish to provide services to the Debtor on an ongoing basis, some might be unwilling to do so if they can be paid on a regular basis only through a cumbersome, formal application process. If the Debtor loses the expertise, experience, and institutional knowledge of these Ordinary Course Professionals, the estate undoubtedly will incur significant and unnecessary expenses, as the Debtor will be forced to retain other professionals without similar background and expertise. Therefore, it is in the best interests of the Debtor’s estate to avoid any disruption in the professional services required in the day-to-day operation of the Debtor’s business. 27. Because the Ordinary Course Professionals’ employment relates only indirectly to the Debtor’s work, because the Ordinary Course Professionals are afforded only marginal discretion in performing their work, and because the Ordinary Course Professionals will not be involved in administering the Chapter 11 Case, the Debtor does not believe that the Ordinary Course Professionals are “professionals” within the meaning of Bankruptcy Code section 327, whose retention must be approved by the Court. See In re First Merchants Acceptance Corp., Case No. 97-1500, 1997 Bankr. LEXIS 2245, at *8-9 (Bankr. D. Del. Dec. 15, 1997). 28. Courts in this District and other districts consider the following factors in determining whether an entity is a “professional” within the meaning of Bankruptcy Code section 327 and, therefore, must be retained by express approval of the court: a. whether the entity controls, manages, administers, invests, purchases or sells assets that are significant to the debtor’s reorganization; b. whether the entity is involved in negotiating the terms of a plan of reorganization;

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c. whether the entity is directly related to the type of work carried out by the debtor or to the routine maintenance of the debtor’s business operations; d. whether the entity is given discretion or autonomy to exercise his or her own professional judgment in some part of the administration of the debtor’s estate; e. the extent of the entity’s involvement in the administration of the debtor’s estate; and f. whether the entity’s services involve some degree of special knowledge or skill, such that it can be considered a “professional” within the ordinary meaning of the term. Id. at *2. 29. The First Merchants criteria are consistent with those utilized by other courts when examining the types of duties to be undertaken by a “professional.” See Elstead v. Nolden (In re That's Entertainment Mktg. Group), 168 B.R. 226, 230 (N.D. Cal. 1994) (only retention of professionals whose duties are central to administration of estate requires prior court approval under section 327); In re Madison Mgmt. Group, Inc., 137 B.R. 275, 283 (Bankr. N.D. Ill. 1992) (same); In re D'Lites of Am., Inc., 108 B.R. 352, 355 (Bankr. N.D. Ga. 1989) (section 327 approval not necessary for “one who provides services to debtor that are “necessary regardless of whether petition was filed”). 30. Nevertheless, in an abundance of caution, the Debtor seeks the relief requested in this Motion to avoid any later controversy about the Debtor’s employing and paying the Ordinary Course Professionals during the pendency of the Chapter 11 Case. As discussed above, the Debtor will seek specific Court authority under Bankruptcy Code section 327 to employ any other professionals involved in the actual administration of this Chapter 11 Case. 31. Relief similar to that sought herein has been granted in comparable chapter 11 cases, in this District and elsewhere. See, e.g., In re LRGHealthcare, Case No. 20-10892 [Docket No. 251] (Bankr. D.N.H. Nov. 19, 2020); In re Tempnology, LLC, Case No. 15-11400 [Docket

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No. 254] (D.N.H. October 8, 2015); In re GT Advanced Technologies Inc., Case No. 14-11916 [Docket No. 80] (D.N.H. Dec. 15, 2014). 32. For the foregoing reasons, the Debtor believes that granting the relief requested herein is appropriate and in the best interests of the Debtor, its estate, and creditors. WAIVER OF MEMORANDUM OF LAW 33. 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 Motion. Accordingly, the Debtor submits that a waiver of the requirements set forth in LBR 7102(b)(2) is appropriate under the circumstances. NOTICE 34. Notice of the Motion has been provided to: (a) the Office of the United States Trustee for the District of New Hampshire; (b) counsel to the New Hampshire Insurance Department; (c) the United States Attorney’s Office for the District of New Hampshire; (d) counsel to UMB Bank, as indenture trustee; (e) the Debtor’s twenty (20) largest unsecured creditors; and (f) any party filing a notice of appearance in this Chapter 11 Case. 35. The Debtor submits that, in light of the nature of the relief requested, no further notice of this Motion is required. NO PRIOR REQUEST 36. 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 2, 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 RETENTION AND PAYMENT OF PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS Upon the Motion of Debtor for Entry of an Order Authorizing Retention and Payment of Professionals Utilized in the Ordinary Course of Business (the “Motion”)2 of the Debtor for entry of an order (this “Order”) authorizing payment of professionals utilized by the Debtor in the ordinary course of business; the Court having reviewed the Motion 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 Motion 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 Motion 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 Motion 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 ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED as set forth herein. 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 Motion.

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2. The Debtor is authorized to employ and retain the Ordinary Course Professionals listed on the attached Exhibit 1, without the need to file individual retention applications and obtain retention orders for each. 3. If the amount due any Ordinary Course Professional exceeds the Ordinary Course Professional Cap, then such Ordinary Course Professional shall submit copies of its Monthly Invoices by hand, overnight delivery, or email on the following parties (collectively, the “Notice Parties”): a. The Prospect-Woodward Home, 95 Wyman Road, Keene, New Hampshire 03431, Attn: Toby Shea; b. Counsel to the Debtor (a) Polsinelli PC, 600 Third Avenue, 42nd Floor, New York, New York 10016, Attn: Jeremy R. Johnson (jeremy.johnson@polsinelli.com) and Attn: Stephen J. Astringer (sastringer@polsinelli.com); and (b) Hinckley, Allen & Snyder LLP, 650 Elm Street, Manchester, New Hampshire 03101, Attn: Daniel M. Deschenes (ddeschenes@hinckleyallen.com) and 28 State Street, Boston, Massachusetts 02109, Attn: Jennifer V. Doran (jdoran@hinckleyallen.com); c. Counsel to UMB Bank, as indenture trustee (the “Bond Trustee”), Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, Attn: Daniel S. Bleck (dsbleck@mintz.com); d. Counsel to the official committee of unsecured creditors, if one is appointed; and e. Office of the United States Trustee, James C. Cleveland Building, 53 Pleasant Street, Suite 2300, Concord, NH 03301, Attn: Kimberly Bacher (Kimberly.Bacher@usdoj.gov). 4. Any Notice Party may object to the payment of fees and expenses above the Ordinary Course Professional Cap by serving a written objection upon the Ordinary Course Professional, the Debtor, and the other Notice Parties within fifteen (15) days of receiving the Monthly Invoices. The objection shall state the nature of the objection and identify the amount of the fees or costs to which the objection is made. In the absence of any timely objection, the Debtor

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shall be authorized to pay 100% of the fees and expenses above the Ordinary Course Professional Cap. All objections not resolved by the parties shall be preserved and presented to the Court by the objecting party at the next scheduled omnibus hearing. 5. Within five (5) business days after the date of entry of this Order, the Debtor shall serve this Order upon each Ordinary Course Professional listed on Exhibit 1 hereto. Thereafter, no later than fifteen (15) days after the date of entry of this Order, each Ordinary Course Professional shall file with the Court, and serve upon the Notice Parties an affidavit of proposed professional employment (the “Affidavit”) in substantially the form attached hereto as Exhibit 2, which shall include an explanation of services rendered prior to the Petition Date and services to be provided to the Debtor subsequent to the Petition Date. 6. The Notice Parties shall have fifteen (15) days after service of each Ordinary Course Professional’s Affidavit, or such other time as may be agreed to by the Ordinary Course Professional or ordered by the Court, to object to the retention of such Professional (the “Objection Deadline”). Objections, if any, shall be served upon the Notice Parties by the Objection Deadline. If any such objection cannot be resolved within five (5) days of service, the matter will be scheduled for hearing before the Court at the next regularly scheduled omnibus hearing or other date scheduled by the Court and otherwise agreeable to the Ordinary Course Professional, the Debtor, and the objecting party. If no objection is submitted on or before the Objection Deadline, or if any objection submitted is timely resolved as set forth above, without further order of the Court, the employment, retention, and compensation of the Ordinary Course Professional shall be deemed approved. 7. The Debtor is authorized, without need for further hearing or order from the Court, to employ and retain additional Ordinary Course Professionals not currently listed on Exhibit 1

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hereto (the “Additional Ordinary Course Professionals”), by filing with the Court, and serving on the Notice Parties, a supplement to Exhibit 1 (the “Supplement”). With respect to Additional Ordinary Course Professionals, for purposes of complying with the Affidavit requirement above, the 15-day deadline for the filing of Affidavits by the Additional Ordinary Course Professionals shall run from the filing of the Supplement with the Court, but all other requirements and deadlines shall remain the same. 8. 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. 9. The Debtor is authorized to take all actions it deems necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 10. 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. 11. 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 1 Ordinary Course Professionals
Table 1 on page 17. Back to List of Tables
Individual / Firm Type of Professional Estimated Monthly Fees
and Expenses
ACcommunication Public Relations $7,500
BCM Environmental & Land
Law, PLLC.
Legal – Land Use $1,000
Wipfli Auditor and Tax Preparer $5,000

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Exhibit 1 Affidavit of Professional

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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 ) ) AFFIDAVIT OF [INSERT FULL NAME OF PROFESSIONAL] I, [AFFIANT], being duly sworn, state the following: 1. I am the [Title] of [Insert Full Name of Professional] (the “Firm”), which maintains offices at [Insert Address of Professional]. 2. Neither I, the Firm, nor any professional thereof, insofar as I have been able to ascertain, has any connection with the above-captioned debtor and debtor in possession (the “Debtor”), its creditors, any other party-in-interest, its respective attorneys and accountants, the United States Trustee or any person employed in the office of the United States Trustee, or any judge in the Bankruptcy Court or District Court for the District of New Hampshire or any person employed in the offices of the same, except as set forth in this affidavit. 3. The Firm, through myself and other professionals and paraprofessionals of the Firm, has provided certain [Insert General Description of Services] to the Debtor with respect to [Fill in Description of Aspects] of the Debtor’s business. 4. The Debtor has requested, and the Firm has agreed, to continue to provide services to the Debtor pursuant to section 327 of Title 11 of the United States Code (the “Bankruptcy Code”) with respect to such matters. Additionally, the Debtor has requested, and the Firm proposes, to render the following services to the Debtor: 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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5. [INSERT DESCRIPTION OF SPECIFIC SERVICES RENDERED] 6. The Firm's current customary rates are [Insert Fee/Rate Scale]. In the normal course of business, the Firm revises its regular rates on [Insert Date] of each year and requests that, effective [Insert Date] of each year, the aforementioned rates be revised to the regular rates which will be in effect at that time. 7. In the past year, the Firm has rendered services to the Debtor for which the Debtor has been invoiced in the amount of $[Insert Amount]. Additionally, since August 30, 2021 (the “Petition Date”), the Firm has provided services to the Debtor that have not yet been billed or that have been billed but for which payment has not been received. The value of such services does not exceed $[Insert Amount]. 8. Except as set forth herein, no promises have been received by the Firm as to compensation in connection with this chapter 11 case other than in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of New Hampshire and any orders of this Court. 9. As of the Petition Date, the Firm [was/was not] party to an agreement that provides for indemnification. [A copy of such agreement, if any, is attached as an exhibit to this Affidavit]. 10. Except for its affiliated entities, the Firm has no agreement with any entity to share any compensation received from the Debtor. 11. The Firm and its professionals may have in the past, currently, and may in the future provide services to entities that are creditors of the Debtor in matters totally unrelated to the matters with respect to which the Firm is to be engaged by the Debtor. However, neither I, the Firm, nor

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any professional thereof, insofar as I have been able to ascertain, holds or represents any interest adverse to the Debtor or its estate in the matters upon which the Firm is to be engaged. 12. The foregoing constitutes the statement of the Firm pursuant to Bankruptcy Code sections 329 and 504 and Bankruptcy Rule 2014. 13. I declare under penalty of perjury under the laws of the United States of America that, to the best of my knowledge and belief, and after reasonable inquiry, the foregoing is true and correct. By: [Name of Affiant] [Address of Affiant]

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