In re: Evangelical Retirement Homes of Greater Chicago, Incorporated d/b/a Friendship Village of Schaumburg

• Court: United States Bankruptcy Court, N.D. Illinois
• Decided: February 14, 2024
• Docket: 23-07541
• Status: Unknown

Opinion

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re: ) Case No. 23bk07541 EVANGELICAL RETIREMENT HOMES ) OF GREATER CHICAGO, ) Chapter 11 INCORPORATED d/b/a FRIENDSHIP ) VILLAGE OF SCHAUMBURG, ) Judge Timothy A. Barnes ) Debtor(s). FINDINGS OF FACT AND CONCLUSIONS OF LAW IN SUPPORT OF ORDER AWARDING TO DOPKELAW LLC, ATTORNEYS FOR DEBTOR, FOR ALLOWANCE AND PAYMENT OF INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES TOTAL FEES REQUESTED: $ 52,020.00 TOTAL COSTS REQUESTED: $ 0.00 TOTAL FEES REDUCED: $ 167.00 TOTAL COSTS REDUCED: $ 0.00 TOTAL FEES ALLOWED: $ 51,853.00 TOTAL COSTS ALLOWED: $ 0.00 TOTAL FEES AND COSTS ALLOWED: $51,853.00* *Pursuant to paragraph 2(d) of Dkt. No. 150, the Debtor may only pay 80% of allowed fees and 100% of costs. The attached time and expense entries have been underlined to reflect disallowance in whole or in part. The basis for each disallowance is reflected by numerical notations that appear on the left of each underlined entry. The numerical notations correspond to the enumerated paragraphs below. (1) Unreasonable Time – TOTAL of disallowed amounts: $69.00 The Court denies the allowance in part of compensation for the indicated task(s) since the professional or paraprofessional expended an unreasonable amount of time on the task(s) in light of the nature of the task(s), the experience and knowledge of the professional performing the task(s), and the amount of time previously expended by the professional or another on the task(s). In re Pettibone, 74 B.R. 293, 306 (Bankr. N.D. Ill. 1987) (Schmetterer, J.) (“The Court will determine what is the reasonable amount of time an attorney should have to spend on a given project... An attorney should not be rewarded for inefficiency. Similarly, attorneys will not be fully compensated for spending an unreasonable number of hours on activities of little benefit to the estate.”); In re Wildman, 72 B.R. 700, 713 (Bankr. N.D. Ill. 1987) (Schmetterer, J.) (same). As to the time devoted to the preparation of the fee application itself, the Court denies the allowance of compensation that is disproportionate to the total hours in the main case. In re Wildman, 72 B.R. 700, 711 (Bankr. N.D. Ill. 1987) (Schmetterer, J.) (“In the absence of unusual circumstances, the hours allowed by this Court for preparing and litigating the attorney fee application should not exceed three percent of the total hours in the main case.”); In re Spanjer Bros., Inc., 203 B.R. 85, 93 (Bankr. N.D. Ill. 1996) (Squires, J.) (compensation limited to 5%); see also In re Pettibone Corp., 74 B.R. 293, 304 (Bankr. N.D. Ill. 1987) (Schmetterer, J.) (citing Coulter v. State of Tennessee, 805 F.2d 146, 151 (6th Cir. 1986) (Gn nonbankruptcy cases, compensation for preparation and litigation of fee petitions limited to 3-5'% of the hours of the main case)).

(2) Computational or Typographical Error — TOTAL of disallowed amounts: $98.00 The court denies the allowance of compensation for the following tasks because the amount of fees appears to be a computational or typographical error. Also, where there are two identical entries (same day, same tasks, same time billed), the court will consider one of the entries to be a typographical error.

Dated: February 14, 2024 ~_ S— — ‘Timothy A. Barnes United States Bankruptcy Judge

SUMMARY LIST OF ALL PRINCIPAL ACTIVITIES OF DOPKELAW DURING THE FEE PERIOD Category Hours Total Fee** CC — (Cash Collateral) hours: 2.8 $ 1,364.50 Comm - Communications hours: 17.1 $ 8,216.50 Court hours: 2.6 $ 1,256.50 DIP — Dip Loan Activity hours: 2.0 $ 980.00 DOTF hours: 4.5 $ 2092.50 EMP — Employ Professionals hours: 16.1 $ 7,886.50 Fee — Fee statements and apps hours: 5.5 $ 2,670.00 time HPrep — (Hearing preparation) hours: 4.0 $ 1,950.00 MOT - (Motion practice) hours: 11.1 $ 5,264.00 OPS — (Operations) hours: .9 $ 421.00 Plan hours: 23.2 $ 11,353.00 PSS — Petition Schedules SOFA hours: 3.5 $ 1,702.50 Reports hours: 2.8 $ 1,339.50 Sale Process hours: 5.9 §$ 2,836.00 UCC — Creditors Committee hours: _5.5 $ 2,687.50 $2601) Totals: hours: 107.5 $ 52,020.00 Amount requested to be allowed and paid: $ 41,616.00 The foregoing total is 80% of the $52,020.00 total fees in the Interim Fee Period. ** Per our engagement letter, our hourly billing rates were raised from $465 per hour to $490 per hour on October 1, 2023. See Order Granting Motion To Employ Bruce Dopke and Dopkelaw LLC As General Bankruptcy Counsel To The Debtor [Docket No. 140, Exhibit 1, page 14 of 21. The fees per category are a mix of the $465/hour billings in September 2023 and the $490/hour billings in October and November 2023. 2024-1-10 EXHIBIT 1

Bruce Dopke, Member 847-524-4811 Statement of Daily Services and Costs Friendship Village of Schaumburg By Category September 1 - 30, 2023 CC – Cash Collateral The category “CC” includes activities which center on securing the Debtor’s use of cash collateral during the case. During the Time Period, Dopkelaw incurred .3 hours of time, with a time value of $139.50 on activities in this category. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description CC 9/5 .3 Review the treatment of Stretto in the cash collateral budget. Comm – Communications The category “Comm” includes activities which center on the challenging task of keeping track of what is going on in a large and busy chapter 11 case. During the Time Period, Dopkelaw incurred 6.5 hours of time, with a time value of $ 3,022.50 on activities in this category. Regular Monday morning meetings were held each week by Dopkelaw, Polsinelli and Wyse to keep everyone abreast of the matters focused on each week, accounting for .9 of time in four “co-ordination” meetings. Mr. Dopke attended two joint board meetings of the boards of FSO and FVS on September 1 and 29, 2023, accounting for 2.3 hours of time in this category. The rest of the time was incurred in calls from counsel, residents or representatives of residents and similar telephone calls. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description Comm 9/1 1.0 Attend and participate in the joint board meeting of FSO and FVS. Comm 9/5 .5 Participate in the weekly coordination meeting with Wyse team and Ms. Green. Comm 9/8 .1 Return the call of a Resident’s representative concerning the claim and also some questions concerning the bidding schedule. Comm 9/11 .4 Participate in the Monday morning coordination meeting with Wyse and Polsinelli (.3); telephone call from a Resident who had questions concerning the proper filing of his proof of claim (.1). Comm 9/13 2.4 Telephone conference with co-counsel to discuss 4 discreet important subjects or actions to be taken (.4); participate in the joint board meeting of FSO and FVS (2.0). Comm 9/18 .3 Participate in the Monday morning “coordination” meeting with the Wyse team and Mr. Johnson. Comm 9/20 .1 Review and respond to a Resident’s question concerning a schedule to the stalking horse agreement, answering his question but referring him to the Committee for questions asking for legal advice. Comm 9/25 .2 Participate in weekly coordination meeting with Ms. Green, Mr. Wyse and Mr. Celenza. Discuss the amended schedules. Comm 2/27 .2 Receive and review Ms. Green’s email (re the request of a POA for a current resident) and forward it to Mr. Cole for confirmation – review the confirmation from Mr. Celenza (.1); receive and review an email from a former worker at FSO, then think about it and then forward the email to Wyse with a request (.1). Comm 9/29 1.3 Attend joint meeting of the boards of FVS and FSO to discuss sale and other issues. Court The category “Court” includes time in Court, from login (usually .2 or .3 hours) to the conclusion of hearings conducted in this case. During the Time Period, Dopkelaw incurred .7 hours of time, with a time value of $325.50 attending court. An itemization of the time spent by Dopkelaw on activities in this Category follows. Court 9/27 .7 Appear on the Zoom hearing of the exclusivity periods, which was granted by the Court. DOTF – DRAFT ORDERS TO FOLLOW The category “DOFT” includes time spent in negotiations – often extensive ones – over the form and substance of draft orders to be presented to the Court for entry. During the Time Period, Dopkelaw incurred 4.5 hours of time, with a time value of $2,092.50 on activities in this category, which involved the addition of content to the draft order granting the Debtor’s motion under Section 345(b) of the Bankruptcy Code at the request of the US Trustee, who was primarily responsible for the draft order. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description DOTF 9/5 .1 Review and then reply to Mr. Gansberg’s emails concerning the DOTF for the Accounts motion. DOTF 9/6 2.5 Review the redline proposed Accounts order received from Mr. Gansberg (.3); at Mr. Gansberg’s request, revise the section of the proposed order which treats the application of the Service Merchandize factors (2.1); draft an email to Mr. Gansberg concerning the two drafts and my comments in the service merchandise insert (.1). DOTF 9/8 1.3 Review the email from Mr. Gansberg and the attached and redlined draft of the final accounts order (.4); revise the draft (.4); draft an email to Mr. Gansberg regarding my recommended changes to the draft and my schedule to discuss the order later this afternoon (.1); telephone Mr. Gansberg to discuss the order (.1); review the 2:00 pm draft (.1); call Mr. Gansberg about restoring the references to the authorities (.1); review the final draft of the order and then send an email to Mr. Gansberg with my OK to send to the other notice parties for comment (.1). DOTF 9/13 .6 Telephone call from Mr. Gansberg, concerning his request that I send out the Accounts & Cash Management order to chambers (.1); prepare the order for submission to chambers (meaning, double check the drafts to the pdf versions, make sure that the correct set of exhibits were submitted, among other tasks) (.3); draft the email to Mr. Edgar, transmitting the final Accounts order with exhibits (.1); per Mr. Quintero, make a redline of the Accounts order to the last version and draft an email to forward the redline to Mr. Quintero (.1). EMP – Employment of Professionals The category “EMP” includes time spent in drafting and in some cases negotiating the form and substance of employment applications for professionals under 11 U.S.C. §327(a). During the Time Period, Dopkelaw incurred .1 hours of time, with a time value of $46.50 on activities in this category relating to the employment of Avison Young as broker to FVS. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description EMP 9/5 .1 Draft an email to Ms. Green concerning the Avison employment motion, review and respond to her reply. Fee Statements and Applications The “Fee” category includes time Dopkelaw spent a) reviewing and when needed, negotiating the fees and costs incurred by other professionals in the case and Stretto, in its capacity as notice agent, and b) preparing Dopkelaw’s own submissions for interim payment of fees and costs incurred in this case pursuant to the procedures approved by the Court in the “Order Setting Interim Fee And Expense Reimbursement Procedures” (Doc. 150) entered by the Court on July 11, 2023 (the “Fee Procedures Order”). During the Time Period, Dopkelaw incurred 4.2 hours, which were discounted to 1.0 hour, with a time value of $465.00 on matters in the Fee category. An itemization of the time spent by Dopkelaw on activities in this Category follow. Category Date Time Description Fee 9/3 .1 Prepare and check the daily fee accrual for Dopkelaw and then prepare and tally the fee accrual by category (2.0 hours, but not billed); draft Exhibit A for Dopkelaw’s August time (.1). Fee 9/10 .9 Finish the narrative description in Exhibit B for the August 2023 fee statement (2.2, but discounted to .6); draft the monthly fee statement for August 2023 (.6, but discounted to .3). HPrep – Planning Hearings The category “HPrep” includes time spent keeping track of the status of every pleading which was presented in the case (including motions, objections, notices, etc.) and making judgments concerning the best sequence for the consideration of multiple motions during the hearings in this case. During the Time Period there were no major hearings and Dopkelaw’s time in this category consisted of Mr. Dopke’s prep time for the Debtor’s motion to extend exclusive periods. Dopkelaw incurred .4 hours of time, with a time value of $186.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description HPrep 9/27 .4 Prepare for the hearing on the Motion to extend exclusivity periods (.2); review the schedule for key dates relative to the sale, as they affect the need for an extension of the exclusive dates prepared by Ms. Green (.1); telephone call from Mr. Clar re this morning’s hearing on the exclusivity motion (.1). Mot – Motion Practice The category “Mot” includes time spent on preparing motions seeking relief on various topics in this case. During the Time Period, Dopkelaw incurred a total of 7.0 hours of work with a time value of $3,255.00 in this category. The services included the time needed to draft and prepare a motion to extend the Debtor’s exclusive periods to file a chapter 11 plan and disclosure statement in this case. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Mot 9/18 5.1 Draft a motion to extend exclusive periods (3.9); review and revise the first draft (1.2). Mot 9/19 .6 Give the exclusivity motion a final read before circulating it to Polsinelli (.4); draft an email to Ms. Green, requesting her review of the exclusivity motion (.1); very briefly review Ms. Green’s comments on the motion (.1). Mot 9/20 1.3 Briefly review the email response from Ms. Green relative to the Express One case, and Shepherdize and revise a citation in the Motion (.1); give the draft a final look, and make several final revisions (.3); draft an email to Ms. Green re: the final draft, with a redline (.1); draft an email to Stretto, requesting a core COS and service parties, for the Exclusivity motion (.1); draft two orders for the Exclusivity motion (one in the GS format and a second as a pdf file (.3); final assembly of the documents for filing (.1); file the Exclusivity Motion and its two exhibits (.1). OPS - Operations The category “Ops” includes time spent dealing with questions which arise in every chapter 11 case when the Debtor’s staff needs direction on various operational issues. During the Time Period, Dopkelaw incurred .8 hours of time, with a time value of $372.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Ops 9/15 .5 Receive and respond to Mr. Flynn’s email concerning an uninvited guest yesterday (.1); do some very quick research and send some information about our guest to Mr. Flynn (.1); participate in a call with Mr. Flynn and Ms. Kowalewski about what to do about our guest (.3). Ops 9/16 .2 Draft an email transmitting the Ombudsman reports to Mr. Schubert at the IDPH. Ops 9/20 .1 Telephone call to Mr. Flynn concerning the status of the Workers’ Compensation plan. Plan – Plan & Disclosure Statement The category “Plan” includes time spent dealing with all things needed to be done to prepare, successfully move the Debtor through the confirmation process set by the Bankruptcy Code. During the Time Period, Dopkelaw incurred .6 hours of time, with a time value of $279.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Plan 9/29 .6 Telephone call with Ms. Green and Mr. Johnson about (1) Mr. Clar’s request for a meeting concerning FSO (.2) and then discuss the status of FVS’ plan and disclosure statement (.3). PSS – Petition Schedules Statement of Financial Affairs (“SOFA”)

The category “PSS” includes time spent dealing with the preparation and, in the case of the petition, the bankruptcy schedules A – H and the SOFA. During the Time Period, Dopkelaw incurred .5 hours of time, with a time value of $232.50 on activities in this category relative to a planned amendment to the schedules. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description PSS 9/26 .5 Review and reply to the emails from late afternoon yesterday and early this morning re: valuation issues (.1); review documentation start a list of collateral valuation, and also, dig out the proration that I prepared for the value of the general tax claim of the Cook County treasurer (.2); later, telephone call from Mr. Celenza concerning the values of the various assets and the secured claim of Cook County (.2). Reports The category “Reports” includes time spent reviewing and signing off on the Monthly Operating Reports to the US Trustee, the Patient Care Self-Report required by the “Order Granting Debtor’s Motion To Excuse And Determine That (A) Appointment Of A Patient Care Ombudsman Is Not Necessary Under 11 U.S.C. §333 And (B) Allowing Debtor To Self-Report” (Doc. 41) and financial reports required by the orders entered relative to the Debtor’s use of cash collateral, among other reports. During the Time Period, Dopkelaw incurred 1.3 hours of time with a time value of $604.50 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Reports 9/7 .2 Calculate and double-check the due date for the next Ombudsman report (.1); draft copies of the recommended format of the report to FVS staff (.1). Reports 9/8 .3 Review the Second Ombudsman report (.2); draft an email to Mr. Flynn regarding the report (.1). Reports 9/10 .1 Draft an email to Mr. Flynn re: a more in depth explanation for the request for contacts for service of the Omnibus report. Reports 9/11 .2 Telephone to Mr. Flynn to follow up with our messages over the weekend (.1); after a final and minor revision to the report, draft an email transmitting the September 11, 2023 health care report to the notice parties (.1). Report 9/20 .5 Exchange emails with the Wyse team concerning the August MOR (.1); review the emails between Mr. Flynn and Mr. Celenza concerning the report (.1); review the report (.2); later, draft an email to Mr. Flynn to remind him to sign the report (no charge for this); file the August operating report (.1). Sale The “Sale” category refers to ongoing efforts of the Debtor and its professionals to implement and assist with the sale process which is now underway with respect to the Debtor’s Schaumburg campus. Most of the work on this category is being done by Dopkelaw’s co-counsel, Polsinelli. Dopkelaw limits its involvement in this subject to developments which Dopkelaw needs to know in order to fulfill its other responsibilities. During the Time Period, Dopkelaw incurred 2.2 hours of time, with a time value of $1,023.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Sale 9/12 1.5 Review the stalking horse APAs to look for provisions that would drain cash from the estate. Sale 9/15 .7 Meet by zoom with Ms Green and Messrs. Guy, Johnson, Klewer and Lutz to discuss the committee’s position and messaging on the stalking horse selection. UCC – Unsecured Creditors Committee The category “UCC” includes time spent in consultation and negotiation with counsel for the creditors committee appointed in this case. During the Time Period, Dopkelaw incurred .3 hours of time, with a time value of $139.50 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description UCC 9/11 .1 Telephone call from Messrs. Clar and Simon concerning the issues surrounding a potential challenge to the Bond Trustee’s liens. UCC 9/26 .1 Receive and review Mr. Clar’s email requesting a report on budget variance report – then forward the email to the Wyse team, read and reply to their reply. UCC 9/29 .1 Several exchanges and one phone call to set up a meeting with counsel for FVS and the Committee on the subject of FSO. Total Charges – All Matters: 26.2 hours @ $465 = $12,183.00 Bruce Dopke, Member 847-524-481] Statement of Services and Costs By Category Friendship Village of Schaumburg October 1 - 31, 2023 CC — Cash Collateral The category “CC” includes activities which center on securing the Debtor’s use of cash collateral. During the Time Period, Dopkelaw incurred 2.5 hours of time, with a time value of $1,225.00 on activities in this category. In October 2023, the Debtor had come to the end of the initial cash collateral budget which was approved by the Court. The cash collateral order has a provision which allows the budget to be updated by agreement between the Debtor and the Bond Trustee without requiring another round of hearings. During October, we used that provision to provide the Debtor with the ability to use cash through the week of January 5, 2024. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description CC 10/26 1.5 Draft an email to Mr. Wyse and his team and co-counsel, to check on the status of the new “approved budget” and later, review his reply (.1); review and download the applicable provisions of the cash collateral order which pertain to the substitution of budgets, and email the excerpts of the order which apply and then email that to the Wyse team and co-counsel (.1); draft a notice of new “Approved Budget” (1.3). CC 10/30 1.0 Review and revise the notice and transmission of the cash collateral budget sent to bond counsel last week (.2); draft an email transmitting the notice of acceptance of the latest budget period extension and related issues (.2); review the email and attached draft of the notice of substitution of the budget received from Mr. McKeon, and briefly call him to let him know that the notice was fine but the attachment had a problem (.2); complete the Notice (.1); file the Notice (.2); telephone Stretto to arrange service of the notice (Doc 299) (.1). Comm — Communications The category “Comm?” includes activities which center on the challenging task of keeping track of what is going on in a large and busy chapter 11 case. During the Time Period, Dopkelaw incurred 6.6 hours of time, with a time value of $ 3,234.00 on activities in this category. Regular Monday morning meetings were held each week by Dopkelaw, Polsinelli and Wyse to keep everyone abreast of the matters focused on each week, accounting for 1.4 of time in four “co- ordination” meetings. Mr. Dopke attended two joint board meetings of the boards of FSO and 2023-11-9 EXHIBIT B

FVS on October 17 and 24, 2023, accounting for 2.7 hours of time in this category. The rest of the time was incurred in calls from counsel, residents or representatives of residents and similar telephone calls. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description Comm 10/2 .3 Participate in the weekly coordination conference call with Wyse and Polsinelli. Comm 10/9 .5 Participate in the weekly coordination call with Ms. Green and Messrs. Wyse, Celenza and Johnson. Comm 10/12 .1 Review the voicemail of attorney Patterson concerning her client (a Resident) and draft an email to Mr. Celenza requesting documentation of the resident’s claim (.1); call her back and leave a message (no charge for this). Comm 10/13 .3 Telephone call from Ms. Patterson re Mr. Potter’s situation and rights as a option depositor and the likely treatment of Mr. Potter’s claim. Comm 10/16 .3 Participate in the weekly coordination meeting. Comm 10/17 1.3 Participated in the joint FVS/FSO board meeting concerning the bidding process and the plan/disclosure statement process. Comm 10/19 .4 Attend joint FVS/FSO board meeting to discuss the progress of the sale procedure. Comm 10/23 .3 Participate in the weekly coordination meeting with Wyse personnel and Ms. Green. Comm 10/24 1.4 Attend the joint meeting of the FVS and FSO boards to discuss the final bidding and the analysis of the two contracts. Comm 10/25 1.0 Prior to the board meeting, review the 20 or so emails with questions and answers sent by the board members to counsel concerning the sale (.3); participate in the joint FVS/FSO board meeting (.7). Comm 10/30 .4 Participate in the weekly Monday co-ordination meeting, addressing issues under the new cash collateral budget, the Continuum motion, the agenda for the next hearing and amendments of the plan and disclosure statement. Comm 10/31 .3 Return the call of Bob Dion, a vendor with a large unsecured claim, and answer some of his questions about the status of FVS case. DIP – Debtor In Possession Loan Activity The category “DIP” includes activities which center on the “Debtor-In-Possession” loan in the case. During the Time Period, Dopkelaw incurred 1.6 hours of time, with a time value of $784.00 on activities in this category which included the drafting of a form of loan request form (which hadn’t been previously prepared) and make arrangements for the draw on the DIP line to be made. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description DIP 10/13 1.2 Draft the form for draws under the DIP loan (1.0); draft an email to FSO counsel, my co-counsel and our FA concerning the first Draw request and some additional information needed (.2). DIP 10/16 .4 Briefly review the wire instructions received from staff – and revise the Draw Request to reference the instructions as an attachment (.2); draft an email to Mr. Walker transmitting a slight revision to the Draw Request to deal with the wire instructions received from staff (.1); receive Mr. Walker’s email with a his suggestion, which inspired another modification of the Draw Request, which I incorporated in the 3rd draft of that doc and sent back to Mr. Walker and the others (.1). EMP – Employment of Professionals The category “EMP” includes time spent in researching, drafting and sometimes negotiating the form and substance of employment applications for professionals under 11 U.S.C. §327(a). During the Time Period, Dopkelaw incurred 15.0 hours of time, with a time value of $7,350.00 on activities in this category relating to the employment of Continuum Advisors, LLC as broker to FVS. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description EMP 10/19 .1 Review the email received from Grandbridge concerning the corporate change – and draft an email to Mr. Johnson re same – and review Mr. Kliewer’s reply. EMP 10/23 .2 Telephone call to Mr. Gansberg regarding how to move forward with Mr. Kliewer and Continuum (.1); draft an email to Mr. Kliewer to discuss his new employment structure, as it relates to whether a motion is needed (.1). EMP 10/25 .6 Review and respond to the email sent by Mr. Kliewer concerning Continuum (.1); telephone call from Mr. Kliewer concerning Continuum and his employment (.3); review the updated creditor matrix (.1); draft an email to Mr. Kliewer, transmitting the creditor matrix with instructions (.1). EMP 10/26 .8 Review the facts and circumstances, and decide whether a new motion is needed or an amendment to the former motion will do (.2); start gathering the documents that will be needed for the Motion (.1); draft a short email to Mr. Kliewer asking for a copy of the assignment agreement for the brokerage agreement with FVS, and shortly thereafter, another email requesting new contact information (including Continuum’s physical address (.1); start a first draft of a motion to employ Continuum as broker (.1); review the email from Mr. Kliewer and the attachment (the assignment of the brokerage listing agreement) (.3). EMP 10/27 4.0 Research the different routes for doing a substitution for Continuum (1.0); continue to work on a first draft of the Grandbridge/Continuum Motion (1.8); telephone call to Mr. Kliewer to discuss the legal basis for the motion that I am drafting and what that choice means to the exhibits to be used (.2); later, another telephone call to Mr. Kliewer to discuss another way to possibly simplify the paperwork (.1); further work on the motion to employ Continuum (.9). EMP 10/28 2.9 Complete a first draft of the Continuum employment motion (2.4); email Mr. Kliewer a first draft of the employment motion (.1); draft a NOM for the Continuum motion (.2); telephone call to Mr. Kliewer concerning the draft motion we sent him, and the timetable for a Wednesday filing of the motion (.2). EMP 10/30 3.8 Briefly review the Continuum’s draft motion received from Mr. Kliewer (2.3); prepare a draft affidavit for Mr. Kliewer (relating to the Continuum motion)(1.3); prepare the other two exhibits for the Continuum motion (.2). EMP 10/31 2.6 Further revision and review of the affidavit to the Continuum motion (.7); do the same for the motion (.5); draft the content for a proposed order on the Continuum employment motion (.1); prepare two forms of the order, one fillable and one not fillable (.3); telephone call from Mr. Kliewer about the remaining open items on the motion, notice and order on the Continuum employment motion and related documents (.4); further revision of the motion and affidavit (.2); draft an email to Mr. Kliewer regarding the final changes to the motion and affidavit (.1); draft an email to Mr. Flynn to allow him to review and sign off on the Continuum motion (.1); final changes and assembly of the motion and its parts (.2). Fee Statements and Applications The “Fee” category includes time Dopkelaw spent a) reviewing and when needed, negotiating the fees and costs incurred by other professionals in the case and Stretto, in its capacity as notice agent, and b) preparing Dopkelaw’s own submissions for interim payment of fees and costs incurred in this case pursuant to the procedures approved by the Court in the “Order Setting Interim Fee And Expense Reimbursement Procedures” (Doc. 150) entered by the Court on July 11, 2023 (the “Fee Procedures Order”). During the Time Period, Dopkelaw incurred 9.4 hours, which were discounted to 3.5 hour, with a time value of $1,715.00 on matters in the Fee category. An itemization of the time spent by Dopkelaw on activities in this Category follow. Category Date Time Description Fee 10/1 no charge Review my September time by date (.4, but no charge for this); convert the “time by date” time to “time by task” time (.5, but no charge); reconcile the time by date and time by category (.3, but no charge). Fee 10/3 .3 Draft a CNO for our August fee statement (.1); file the statement and draft an email transmitting the CNO to Mr. Flynn re same (.1); review the Polsinelli August fee statement (.1). Fee 10/9 1.0 Draft the narratives for each of the fee categories in the “Exhibit B” to the September monthly fee statement (1.0 hour incurred, .5 hour billed); draft the monthly fee statement (.5); prepare the statement for filing (.2, but no charge for this). Fee 10/11 2.0 Prepare a template for the Interim Fee Application (4.0 hours, reduced to 2.0 hours). Fee 10/13 no charge Draft the Summary List of activities in the first quarter (no charge for this). Fee 10/16 no charge Finalize our quarterly fee application (2.0, but no charge for this). Fee 10/24 .1 Download and review the substitute exhibit 1 of Polsinelli’s quarterly fee application, and review Ms. Green’s email concerning the filing of a motion to set the hearing date specified in the Fee Order. Fee 10/31 .1 Draft a CON for our monthly fee statement for September time. Plan – Plan & Disclosure Statement The category “Plan” includes time spent dealing with all things needed to be done to successfully move the Debtor through the confirmation process set by the Bankruptcy Code. During the Time Period, Dopkelaw incurred 20.6 hours of time, with a time value of $10,094.00 on activities in this category focused on the first draft of the disclosure statement. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Plan 10/1 1.3 Briefly review the disclosure statement which came in late afternoon yesterday (.1); draft an email to forward the disclosure statement to FSO counsel, and our assumptions and suggestions on timing (.2); recalculate the timetable of important dates in the confirmation process and the sale process (.8); draft an email to Ms Green and Mr. Johnson re same and my conclusions for those recommendations (.2). Plan 10/2 3.5 Start my review of the first draft of the Disclosure Statement (1.0); revise and fill in the blanks on the chart on page 10 of the disclosure statement (1.9); draft an email to Ms. Green and Mr. Johnson re: the chart (.1); review the procedures for exercising the right to receive a return of option deposits, for the purpose of adding more detail to the executive summary of the disclosure statement (.3); prepare an insert for the disclosures regarding depositors (.2) Plan 10/3 .1 Exchange emails with Ms. Green concerning the complete schedule of events for the confirmation process. Plan 10/4 5.0 Further review of the disclosure statement (3.6); review the cram-down provisions of the Code (.1); review and recalculate the scheduling issues (1.0); draft an email re same to Ms. Green and Mr. Johnson (.1); review and reply to Ms. Green’s question re same (.2); Plan 10/5 1.3 Prepare for my call with Ms. Green to discuss my comments to the disclosure statement (.1); participate in that call (.8); research an issue affecting one of the classes (.4). Plan 10/6 1.6 Review and revise the scheduling motion (1.1); receive the email from Ms. Green concerning the historical termination of debt service payments (.1); look for and find the source document, and then revise the paragraph and make other changes to conform the paragraph to what really happened and when it happened (.2); draft an email to Mr. Flynn concerning same; later, receive his response (.1); draft an email to FSO counsel to certain provisions in the Plan which affect FSO (.1). Plan 10/8 4.4 Further work on the motion to schedule confirmation dates (2.4); research case law looking for authority regarding “cause” to shorten notice periods under Rules 2002(b) and 9006(c)(1) (.6); calculate and complete a document showing the timetable for each of the steps in the case along the road to confirmation and identifies the extent (1.3); draft email to Ms. Green and Mr. Johnson re: my status on the shortening/15 page motion (.1); later, receive email requesting a pause in the preparation of the motion (no charge for this). Plan 10/9 2.1 Draft an email replying to yesterday’s email from Ms. Green to stand down on the motion to shorten (no charge for this); review the comments of FSO counsel to the disclosure statement, and in doing so, find two other material points which should be shared with the Bond trustee and bond counsel (.4); draft an email to Ms. Green and Mr. Johnson responding to the FSO comments to certain provisions of the Disclosure Statement and highlighting two of the items that I had further comments on (.4); review the email sent by Ms. Green, then look for the information requested, and then draft a reply transmitting the information requested (.1); review another email from Ms. Green for information in the March 2023 time period on the relations between the Debtor and the Bond Trustee, find the materials she needs and draft an email sending the documentation (.1); review and reply to an email on the proposed status of a certain class of creditors (.2); review the email from Ms. Green and review the attachment with to email with the proposed schedule of events through the confirmation date (.4); review Rule 3018(a) (.1); reply to Ms. Green’s email with a question concerning the Rule 3018(a) motions (.1); receive an email from Ms. Green concerning local rules and bankruptcy and look up Local Rule 3018-1 (.1); draft a reply to Ms. Green’s email and the choices available relative to Local Rule 3018-1 (.2). Plan 10/12 .5 Draft an email to Ms. Green and Mr. Johnson re: the plan’s treatment of certain claims (.1); telephone call with Mr. Clar concerning the end game for the case, and also discuss the bids (.3); draft an email to Ms. Green and Mr. Johnson re same (.1). Plan 10/13 .4 Review the certain sections of the Plan which affect FSO (.3); receive and reply to an email from Mr. Clar concerning certain assets of the estate (.1). Plan 10/14 .4 Receive and review the email from Ms. Green – check some of the provisions of the Motion – and reply (.2); review the cover letter and the “excluded assets” section of Lapis’ counterbid (.2). PSS – Petition Schedules Statement of Financial Affairs (“SOFA”) The category “PSS” includes time spent dealing with the preparation and, in the case of the petition, the bankruptcy schedules A – H and the SOFA. During the Time Period, Dopkelaw incurred .4 hours of time, with a time value of $196.00 on activities in this category relative to a planned amendment to the schedules. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description PSS 10/16 .4 Look up the address for an additional governmental office to include in the “core” service list (.2); draft an email to Stretto regarding inclusion of contact information in both regular service items and in the future amendment to the schedules, and the detail for what needs to be done with the information (.2). Reports The category “Reports” includes time spent reviewing and signing off on the Monthly Operating Reports to the US Trustee, the Patient Care Self-Report required by the “Order Granting Debtor’s Motion To Excuse And Determine That (A) Appointment Of A Patient Care Ombudsman Is Not Necessary Under 11 U.S.C. §333 And (B) Allowing Debtor To Self-Report” (Doc. 41) and financial reports required by the orders entered relative to the Debtor’s use of cash collateral, among other reports. During the Time Period, Dopkelaw incurred .5 hours of time with a time value of $245.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Reports 10/24 .2 Review the September draft MOR, and very briefly, draft an email about the draft report to Mr. Flynn. Reports 10/25 .3 Receive Mr. Celenza concerning the MOR for September and call him and ask him to resend the document (.1); final review and configuration of the report for filing (.1); file the Report (.1). Sale The “Sale” category refers to ongoing efforts of the Debtor and its professionals to implement and assist with the sale process which is now underway with respect to the Debtor’s Schaumburg campus. Most of the work on this category is being done by Dopkelaw’s co-counsel, Polsinelli. Dopkelaw limits its involvement in this subject to developments which Dopkelaw needs to know in order to fulfill its other responsibilities. During the Time Period, Dopkelaw incurred 2.1 hours of time, with a time value of $1,029.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Sale 10/16 1.0 Participate in call with Polsinelli and Grand Bridge personnel re: looking ahead to potential steps are taken at the auction (.6); participate in the 5:00 pm CT call with Grandbridge, Polsinelli and Bond Counsel and FA concerning the auction (.4). Sale 10/20 .3 Telephone call from Mr. Johnson (returning my call) concerning the sale (.1); do some thinking about the best way the court is likely to deal with the sale issues (.2). Sale 10/23 .7 Review the notice for the Motion to shorten some of the procedural deadlines, draft an email with a question re the notice to Ms. Green, and then reply her response (.1); review the two APA’s for “cash for cash” provisions, and find one (.4); draft an email to my co-counsel inquiring about the above provision as well as a second question coming from Mr. Simon and concerning one particular asset that may or may not be part of the sale (.2). Sale 10/25 .1 Listen to the proceedings of the Auction on the zoom link set up for that purpose. UCC – Unsecured Creditors Committee The category “UCC” includes time spent in consultation and negotiation with counsel for the creditors committee appointed in this case. During the Time Period, Dopkelaw incurred 3.7 hours of time, with a time value of $1,813.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description UCC 10/1 .2 Review the report on the cumulative budget to actual for the case requested by Committee counsel which Wyse staff prepared (.1); draft an email re same to the Wyse professionals, Ms. Green and Mr. Johnson (.1). UCC 10/2 .6 Draft an email to Mr. Clar transmitting the report on post-petition actual to budget (.1); participate in a call with Ms. Green, Scott Clar and Karen Goodman re: D&O claims and the existing sale provisions (.5). UCC 10/9 .1 Telephone call to Mr. Clar with a question about his current fee statement and another question concerning one particular feature of the stalking horse bid. UCC 10/13 .1 Review and reply to multiple emails from Mr. Clar, one concerning the sale and another concerning the Plan. UCC 10/16 .2 Briefly review the emails sent by Mr. Simon concerning the Huntley Property and respond with a question to him. UCC 10/17 .5 Review Mr. Simon’s email this morning, relative to the Huntley property – and forward the three emails from yesterday on this to my Polsinelli co-counsel (.1); review and reply to Messrs. Clar and Simon’ emails (plural) regarding their document request and related issues (.2); later, review the letter from Committee Counsel relating to the land trust (.2). UCC 10/19 1.2 Review the caselaw that Committee counsel sent on the subject of the land trust (.8); review the “asks” in Committee counsel’s letter of October 17, 2023 (.1); draft an email to FSO counsel concerning the land trust (.3). UCC 10/23 .2 Review the land trust file and the emails which came with it (.1); draft an email to Messrs. Clar and Simon regarding their request for the production of the land trust file, among other things (.1). UCC 10/31 .6 Read the several emails concerning the UCC, including the objections to the sale, the consumer fraud case filed by a committee member, and Committee Counsels 4 – 5 issues raised with the plan (.2); return Mr. Clar’s earlier call to me and talk about the plan and related subjects (.4). Total through 10/31 – ALL MATTERS: 56.5 hours; $27,685.00 Bruce Dopke, Member 847-524-481]

Statement of Services and Costs By Category Friendship Village of Schaumburg November | - 31, 2023 Comm — Communications The category “Comm” includes activities which center on the challenging task of keeping track of what is going on in a large and busy chapter 11 case. During the Time Period, Dopkelaw incurred 4.0 hours of time, with a time value of $1,960.00 on activities in this category. Regular Monday morning meetings were held each week by Dopkelaw, Polsinelli and Wyse personnel to keep everyone abreast of the matters focused on each week, accounted for 1.2 of time in four “co-ordination” meetings. The rest of the time (2.8 hours) involved Mr. Dopke’s review of large numbers of emails which occasionally are circulated, or other meetings with counsel and consultants for major parties, residents or representatives of residents generating emails and telephone calls. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description Comm 11/6 3 Participate in the weekly Monday morning co-ordination telephone meeting, to discuss, among other things, the Agenda, real estate tax issues and exclusivity. Comm 11/9 4 Review 48 incoming and 32 outgoing recent emails on various subjects in the case. Comm 11/13 1.0 Participate in the weekly coordination meeting with representatives of Polsinelli (Ms. Green and Mr. Johnson) and Wyse Advisors (Mike Wyse and Cole Celenza) (.7); return the call of a representative of a former resident and answer her questions about the notices she 1s receiving (.3). Comm 1/15) Review 19 income emails from yesterday afternoon, mostly on the sale order (.1); telephone the POA of a former resident to discuss the notices she is recetving (leave a message)(no charge).

1 EXHIBIT B 2023-12-4

Category Date Time Description Comm 11/16 .4 Review 48 emails which came in yesterday or today, replying to them as appropriate. Comm 11/20 .4 Review 18 emails re open items in the case (.1); participate in the weekly coordination call with Mike Wyse, Cole Celenza and Trinitee Green (.3). Comm 11/22 .2 Review 13 emails from ECF concerning filing and hearing dates and other information important to take note of (.1); review of 13 incoming emails, some of which needed brief replies (.1). Comm 11/27 1.2 Participate in the weekly coordination meeting with Wyse and Polsinelli (.3); draft an email to Mr. Celenza concerning the status of a certain former resident (.2); review Mr. Celenza’s reply with a copy of the contract (which I reviewed) and then I replied to Mr. Celenza (.2); prepare for our 5:30 pm meeting with Ms. Green and Mr. Johnson regarding three separate, important issues (.5). Court The category “Court” involves time in Court, from login (usually .2 or .3 hours) to the conclusion of hearings conducted in this case. During the Time Period, Dopkelaw incurred 2.8 hours of time with a time value of $1,862.00 attending court. However, the hearing on Debtor- related matters on November 8, 2023 started approximately 2.0 hours after its scheduled start time on the docket. The reason for the delay was the number of complicated matters which preceded the Debtor’s matters on the call – which we recognize was beyond the court’s ability to control. In an exercise of discretion, Dopkelaw has reduced its charge for that hearing by 1.0 hour, which reduced the time charge from 2.9 hours to 1.9 hours, with a reduction in the time value of our fees in this category to $931.00. Category Date Time Description Court 11/8 1.9 Participate in the November 8, 2023 hearing in the case (Dopkelaw actually spent 2.9 hours in court (digitally) on the Debtor’s case which resulted from a very busy docket). Court 11/22 .9 Attend court and present the motion to schedule hearings. DIP – Debtor In Possession Loan Activity The category “DIP” includes activities which center on the “Debtor-In-Possession” loan in the case. During the Time Period, Dopkelaw incurred .4 hours of time, with a time value of $196.00 on activities in this category which included the drafting of the second loan request form and make arrangements for the draw on the DIP line to be made. An itemization of the time spent by Dopkelaw in this category follows. Category Date Time Description DIP 11/12 .2 Draft the second draw request under the DIP line, and a short email transmitting it to the Wyse team and Mr. Flynn. DIP 11/12 .2 (2) error Draft the second draw request under the DIP line, and a short email transmitting it to the Wyse team and Mr. Flynn. EMP – Employment of Professionals The category “EMP” includes time spent in researching, drafting and sometimes negotiating the form and substance of employment applications for professionals under 11 U.S.C. §327(a). During the Time Period, Dopkelaw incurred 1.0 hour with a time value of $490.00 on the completion of the employment of Continuum Advisors, LLC as broker to FVS. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description EMP 11/1 .7 Complete the electronic assembly of the Continuum employment motion and its exhibits (.3); file the Motion and the two orders (.2); talk to Stretto about the special provisions of the CoS needed for the Motion (.1); telephone call to Mr. Kliewer re: the filing of the motion (.1). EMP 11/6 .1 Telephone call to Mr. Gansberg (responding to his email), leave message, and then speak with him when he called back concerning the Continuum order. EMP 11/9 .2 Upon downloading the Court’s order on the retention of Continuum, notice that the Order was filed without Exhibit 1, then look up the original filing to make sure that the original draft order included the exhibit, and then draft an email to Mr. Quintero with a copy of the exhibit and a reference to the document in the ECF system, Fee Statements and Applications The “Fee” category includes time Dopkelaw spent a) reviewing and when needed, negotiating the fees and costs incurred by other professionals in the case and Stretto, in its capacity as notice agent, and b) preparing Dopkelaw’s own submissions for interim payment of fees and costs incurred in this case pursuant to the procedures approved by the Court in the “Order Setting Interim Fee And Expense Reimbursement Procedures” (Doc. 150) entered by the Court on July 11, 2023 (the “Fee Procedures Order”). During the Time Period, Dopkelaw incurred 5.2 hours, which were discounted to 1.0 hour, with a time value of $490.00 on matters in the Fee category. An itemization of the time spent by Dopkelaw on activities in this Category follow. Category Date Time Description Fee 11/1 no charge Review my October time by date (.4, but no charge for this) and then start to convert the “time by date” data to “time by category” needed in Exhibit B (1.3, but no charge – further work on this exhibit (and write-offs for that work) and noted in the entry for November 8). Fee 11/6 no charge Long telephone call to ECF to address the problem with the Event codes for “Quarterly Fee Statements.” Fee 11/8 .6 Complete Exhibit B (the “fee-by-activity” exhibit) for October time (incurred 1.2 additional hours for which .6 hour was billed). Fee 11/9 .4 Further revision and completion of Exhibit B to the monthly statement (incurred .3 hours but no charge for this activity); draft Exhibit A to our October fee statement (incurred .6 hours but charged .2 hour for this activity); draft the fee statement for October 2023 (.2). Fee 11/13 No Charge Review the Dopkelaw Interim Fee Application (.2); draft an amended quarterly fee application (.9). Fee 11/30 no charge Complete a chronological statement for my November time in the case (.2, but no charge); from the chronological statement, create the time-by-category that will be Exhibit B to the fee statement (.7, but no charge). HPrep – Planning Hearings The category “HPrep” includes time spent keeping track of the status of every pleading which was presented in the case (including motions, objections, notices, etc.) and making judgments concerning the best sequence for the consideration of motions and related pleadings. During the Time Period there were hearings involving the sale of the Debtor’s senior living community and the plan and disclosure statement filed by the Debtor. Dopkelaw incurred 3.6 hours of time, with a time value of $1,764.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Hprep 11/1 .7 Review and revise the form of Agenda for November 8, 2023, adding the information for the motions Dopkelaw will handle and making other revisions to the agenda. HPrep 11/2 .5 Last look at the November 8 Agenda (.1); draft an email to co-counsel transmitting the Nov. 8 agenda with my comments (.2); file the Agenda (.1); telephone Stretto and arrange for Grandbridge and Mr. Oates to be on the service list for the Agenda (.1). Hprep 11/6 1.4 Revise the November 8 Agenda to reflect the objections which arrived after the filing of the initial draft was filed (.8); further revisions to the amended draft (.4); further revisions to reflect more filings (.1); final revisions to the Amended Agenda (of the final 3 documents just filed) (.2); file the Amended Agenda (.1). Hprep 11/8 1.0 Prepare outline of my comments for this morning’s hearing. Mot – Motion Practice The category “Mot” includes time spent on preparing motions seeking relief on various topics in this case. During the Time Period, Dopkelaw incurred a total of 4.1 hours (after a write-down of 2.4 hours) of work with a time value of $2,009.00 in this category. The services included the time needed to draft and prepare a motion to set hearing and filing dates on quarterly fee statements (required by the fee procedures order in effect in this case) and discussions with other timekeepers to achieve consensus about the responsibilities of timekeepers to comply with the procedures. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Mot 11/9 No charge Review the fee procedures order, especially those provisions that concern the “Interim Fee Applications” (1.2); telephone call with Mr. Gansberg about the fee procedures for quarterly fee applications (.2); draft an email to Ms. Green and Mr. Johnson re my current suggestions and observations about the fee procedures (.3); draft an email to Mr. Clar re the same, and briefly review his reply (.1) (no charge for this). Mot 11/12 2.0 Review the fee procedure order and note appropriate hearing dates on interim fee applications (.2); draft a motion to set hearing dates on Interim Fee Applications/Statements under the procedures order (1.2); draft NoM for the motion (.2); draft the proposed order for the motion (.3); draft an email to Ms. Green and Mr. Johnson forwarding the motion and order for comment (.1). Mot 11/13 1.1 Review Polsinelli’s comments on the procedures motion and order (.1); further revision of the attachments to the motion and the exhibits themselves (.2); long telephone call to ECF to attempt to address the problem with the Event codes for “Quarterly Fee Statements” (.8). Mot 11/14 .3 Check the court’s website to confirm the hearing dates selected in the “request” motion; note the alternate scheduling and draft an email to Polsinelli and Wyse and Mr. Flynn re same (.1); draft an email to co-counsel about the fee scheduling motion to be filed on the 15th (.1); receive and respond to Mr. Clar’s question about the amendment of the interim fee statement (.1). Mot 11/15 .7 Further revisions to the notice and hearing motion (.5); file the motion and associated papers (.2); revise the Dopkelaw First Interim Fee Application (.3, but no charge); assemble the document for filing (.1, but no charge); file the interim application (.1, but no charge). OPS - Operations The category “Ops” includes time spent dealing with questions which arise in every chapter 11 case when the Debtor’s staff needs direction on various operational issues. During the Time Period, Dopkelaw incurred .1 hours of time, with a time value of $49.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Ops 11/20 .1 Receive and review a copy of the US Trustee’s bill for the last quarter and then forward that email to Messrs. Flynn and Nyberg with my recommendation. Plan – Plan & Disclosure Statement The category “Plan” includes time spent dealing with all things needed to be done to successfully move the Debtor through the confirmation process set by the Bankruptcy Code. Most of the work on this category has been done by Mr. Dopke’s co-counsel at Polsinelli. As a result, Mr. Dopke has kept his activities on this most important area of service, to a supervisory role. During the Time Period, Dopkelaw incurred 2.0 hours of time, with a time value of $980.00 on activities in this category focused on the first draft of the disclosure statement. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Plan 11/16 .3 Review the UST’s objection to the disclosure statement (.2); Review the UCC’s limited objection to the disclosure statement (.1). Plan 11/17 .3 Review the Bond Trustee’s objection to the disclosure statement. Plan 11/20 .8 Draft a reply to the emails received from Ms. Green and Mr. Johnson, and in that reply, highlight the deal points as I see them, and the actions we should initiate. Plan 11/28 .6 Draft an email to Ms. Green and Mr. Johnson to answer their question about an extension of exclusivity (.5); exchange emails with Ms. Green and Mr. Walker on the question of who to use to get an appraisal of the property (.1). PSS – Petition Schedules Statement of Financial Affairs (“SOFA”) The category “PSS” includes time spent dealing with the preparation and, in the case of the petition, the bankruptcy schedules A – H and the SOFA. During the Time Period, Dopkelaw incurred 2.6 hours of time, with a time value of $1,274.00 on activities in this category relative to a planned amendment to the schedules. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description PSS 11/16 .2 Review Mr. Cole’s questions about the deducts from the Bond Trustee’s secured claim – think about the answer – and reply to Mr. Cole’s inquiry. PSS 11/25 .2 Review the claims and check their treatment under the Amended Schedules. PSS 11/27 1.1 Review the latest version of the proposed amended schedules of assets and claims (1.1); draft an email to forward my mark-up of the schedules to Wyse and Polsinelli (no charge for this). PSS 11/28 .2 Take another look at the contract for that certain Resident we reviewed yesterday, along with §507(a)(7), and draft an email to the Polsinelli and Wyse staff for their opinion on whether to schedule the Resident’s claim with a §507 status. PSS 11/29 .1 Several emails back and forth concerning the issues surrounding certain priority claims under the amended schedules. PSS 11/30 .8 Telephone call with Polsinelli counsel (Ms. Green) and Wyse staff (Mr. Celenza) to discuss a particular class of claims to be scheduled (.5); review an executed lifecare contracts to review the provisions and treatment of entrance fees in IL (.3). Reports The category “Reports” includes time spent reviewing and signing off on the Monthly Operating Reports to the US Trustee, the Patient Care Self-Report required by the “Order Granting Debtor’s Motion To Excuse And Determine That (A) Appointment Of A Patient Care Ombudsman Is Not Necessary Under 11 U.S.C. §333 And (B) Allowing Debtor To Self-Report” (Doc. 41) and financial reports required by the orders entered relative to the Debtor’s use of cash collateral, among other reports. During the Time Period, Dopkelaw incurred 1.0 hours of time with a time value of $490.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Reports 11/6 .1 Draft an email to Mr. Flynn concerning the November due date for the Omnibus report, and transmit a copy of the last report to him. Reports 11/9 .4 Review the draft 3rd Health Care/Ombudsman report for the period ending in October 2023 (.2); file the report (.1); draft an email forwarding the report, as filed, to the notice parties (.1). Reports 11/22 .5 Review the draft of the October MOR which arrived late yesterday afternoon (.1); review the comments to the October report of Mr. Celenza and Flynn re same and send a short email to them re same (.1); modify the report to add signature pages and to separate exhibits from report in compliance to UST directions (.2); file the October 2023 operating report (.1). Sale The “Sale” category refers to ongoing efforts of the Debtor and its professionals to implement and assist with the sale process which is now underway with respect to the Debtor’s Schaumburg campus. Most of the work on this category is being done by Dopkelaw’s co-counsel, Polsinelli. Dopkelaw limits its involvement in this subject to developments which Dopkelaw needs to know in order to fulfill its other responsibilities in the case. During the Time Period, Dopkelaw incurred 1.6 hours of time, with a time value of $784.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description Sale 11/5 .5 Review the Bond Trustee’s objection to the sale order (.2); review the Liebowitz case (.3). Category Date Time Description Sale 11/6 1.0 Review the redline for the proposed sale order (.2); after the “co-ordination” call, stay on the line with Mr. Johnson and Ms. Green to discuss a number of subjects, including the Agenda, Morrison, Van issues, R2004, and the Liebowitz decision (.5); telephone call to Ms. Green about the van, the food contractor and one of the sale process issues (.2); review the Declaration of Daniel Norman (a Member of the buyer) which was just filed (.1). Sale 11/8 .1 Review Mr. Johnson’s talking points on the Liebowitz case and reply with my comment. UCC – Unsecured Creditors Committee The category “UCC” includes time spent in consultation and negotiation with counsel for the creditors committee appointed in this case. During the Time Period, Dopkelaw incurred 1.5 hours of time, with a time value of $735.00 on activities in this category. An itemization of the time spent by Dopkelaw on activities in this Category follows. Category Date Time Description UCC 11/1 .2 Review the Committee’s Rule 2004 motion. UCC 11/22 .1 Review the supplemental document request for the Flynn deposition. UCC 11/30 1.2 Telephone call with FSO counsel (Walker and Rabuck) and Polsinelli (Green and Johnson) to discuss the coordination of responsibilities for the document requests of the Bond Trustee and the UCC (.5); review the document requests (the ones from the undated Notice of Deposition) and think through what needs to be done in the production (.7). Total for all categories: 24.8 hours, with a time value of $12,152.00