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Full title: Proposed Order Authorizing the Retention and Appointment of Donlin, Recano & Company, Inc. as Claims and Noticing Agent for the Debtor Filed by Debtor The Prospect-Woodward Home (RE: related document(s) 38 Application to Employ filed by Debtor The Prospect-Woodward Home) (Attachments: # 1 Exhibit 1) (Graham, Owen) (Entered: 09/02/2021)

Document posted on Sep 1, 2021 in the bankruptcy, 5 pages and 0 tables.

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(“DRC”) as claims and noticing agent and upon the Voorhies Declaration submitted in support of the Application; the Court having reviewed the Application 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 If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Chapter 11 Case (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing the Chapter 11 Case, DRC believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, or reimbursement obligations under the Engagement Agreement, including without limitation the advancement of defense costs, DRC must file an application before this Court, and the Debtor may not pay any such amounts to DRC before the entry of an order by this Court approving the payment.This subparagraph (d) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for payment by DRC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtor's obligation to indemnify DRC.e. Notwithstanding anything to the contrary in the Application, the Engagement Letter or the Declaration attached to the Application, 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 DRC’s fee applications or requests for payment under the Bankruptcy Code are subject to approval of the Court.In the event DRC is unable to provide the services set out in this Order, DRC will immediately notify the Clerk and Debtor's counsel and cause to have all original proofs of claim and computer information turned over to another claims and noticing agent with the advice and consent of the Clerk and Debtor's counsel.

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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) dba Hillside Village, ) ) Re: Docket No. 38 Debtor. 1 ) ) ORDER AUTHORIZING THE RETENTION AND APPOINTMENT OF DONLIN, RECANO & COMPANY, INC. AS CLAIMS AND NOTICING AGENT FOR THE DEBTOR Upon the Emergency Ex Parte Application of Debtor for Entry of an Order Authorizing the Retention and Appointment of Donlin, Recano & Company, Inc. as Claims and, Noticing Agent for the Debtor (the “Application”)2 of the Debtor for entry of an (this “Order”) authorizing the retention and appointment of Donlin, Recano & Company, Inc. (“DRC”) as claims and noticing agent and upon the Voorhies Declaration submitted in support of the Application; the Court having reviewed the Application 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 DRC effective to the Petition Date, under the terms of the Engagement Agreement attached hereto as Exhibit 1, and DRC is authorized and directed to perform the Claims Services as described in the Application. 3. DRC shall serve as the custodian of court records and shall be designated as the authorized repository for all proofs of claim filed in the Chapter 11 Case, if any, and is authorized and directed to maintain official claims registers for each of the Debtor and to provide the Clerk with a certified duplicate thereof upon the request of the Clerk. 4. DRC is authorized and directed to obtain a post office box or address for the receipt of proofs of claim. 5. DRC is authorized to take such other action to comply with all duties set forth in the Application. 6. The Debtor is authorized to compensate DRC in accordance with the terms of the Engagement Agreement upon the receipt of reasonably detailed invoices setting forth the services provided by DRC and the rates charged for each, and to reimburse DRC for all reasonable and necessary expenses it may incur, upon the presentation of appropriate documentation. 7. The Debtor may submit a separate retention application, pursuant to 11 U.S.C. § 327 and/or any applicable law, for work that is to be performed by DRC that is not specifically authorized by this Order. 8. DRC shall maintain records of all services showing dates, categories of services, fees charged and expenses incurred, and shall serve monthly invoices on the Debtor, the U.S.

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Trustee, counsel for the Debtor, counsel for any official committee, if any, monitoring the expenses of the Debtor and any party-in-interest who specifically requests service of the monthly invoices. 9. If any dispute arises relating to the Engagement Agreement or DRC’s monthly invoices, the parties shall meet and confer in an attempt to resolve such dispute, and the parties may seek resolution of the matter from this Court if resolution is not achieved. 10. DRC may apply its retainer to all prepetition invoices, which retainer shall be replenished to the original retainer amount of $25,000, and thereafter, DRC may hold its retainer under the Engagement Agreement during the Chapter 11 Case as security for the payment of fees and expenses under the Engagement Agreement. 11. The Debtor shall indemnify DRC under the terms of the Engagement Agreement subject to the following modifications: a. Subject to the provisions of subparagraphs (c) and (d) below, the Debtor is authorized to indemnify, and shall indemnify, DRC in accordance with the Engagement Agreement and to the extent permitted by applicable law, for any claim arising from, related to, or in connection with DRC’s performance of the services described in the Engagement Agreement; b. DRC shall not be entitled to indemnification, contribution, or reimbursement for services other than the services provided under the Engagement Agreement, unless such services and the indemnification, contribution or reimbursement therefore are approved by the Court; c. Notwithstanding anything to the contrary in the Engagement Agreement, the Debtor shall have no obligation to indemnify any person, or provide contribution or reimbursement to any person, for any claim or expense to the extent that it is either (i) judicially determined (the determination having become final and no longer subject to appeal) to have arisen from that person’s gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtor allege the breach of DRC’s contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii), but determined by this Court, after notice and a hearing, to be a claim or expense for which that person should not receive indemnity, contribution, or

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reimbursement under the terms of the Engagement Agreement as modified by this Order; and d. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the Chapter 11 Case (that order having become a final order no longer subject to appeal) and (ii) the entry of an order closing the Chapter 11 Case, DRC believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, or reimbursement obligations under the Engagement Agreement, including without limitation the advancement of defense costs, DRC must file an application before this Court, and the Debtor may not pay any such amounts to DRC before the entry of an order by this Court approving the payment. This subparagraph (d) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for payment by DRC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtor's obligation to indemnify DRC. All parties in interest shall retain the right to object to any demand by DRC for indemnification, contribution or reimbursement. e. Notwithstanding anything to the contrary in the Application, the Engagement Letter or the Declaration attached to the Application, 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 DRC’s fee applications or requests for payment under the Bankruptcy Code are subject to approval of the Court. 12. DRC shall comply with all relevant statutory provisions and rules of procedure, including local rules of procedure, general orders, and applicable guidelines. 13. Debtor's counsel shall notify both the Clerk’s office and DRC within seven (7) days of an order dismissing or converting the Chapter 11 Case 14. In the event DRC is unable to provide the services set out in this Order, DRC will immediately notify the Clerk and Debtor's counsel and cause to have all original proofs of claim and computer information turned over to another claims and noticing agent with the advice and consent of the Clerk and Debtor's counsel.

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15. The Debtor may submit a separate retention application, pursuant to Bankruptcy Code section 327 and/or any applicable law, for work that is to be performed by DRC that is not specifically authorized by this Order. 16. DRC shall not cease providing claims processing services during the Chapter 11 Case for any reason, including nonpayment, without an order of the Court. 17. At the end of the Chapter 11 Case or upon termination of DRC’s services, the Debtor or the Trustee must obtain a termination order to terminate the services of DRC. DRC is responsible for archiving all claims with the Federal Archives Record Administration, if applicable. 18. In the event of any inconsistency between the Engagement Agreement, the Application and the Order, the Order shall govern. 19. The Debtor and DRC are authorized to take all actions it deems necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 20. 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. Dated: _______________________________ Bruce A. Harwood Chief Bankruptcy Judge

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