UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

IN RE: Case No. 20-51066-mar

HENRY FORD VILLAGE, INC., Chapter 11

Debtor. Honorable Mark A. Randon ______

APPLICATION TO EMPLOY DYKEMA GOSSETT PLLC AS DEBTOR’S COUNSEL

Henry Ford Village, Inc. (the “Debtor”), debtor and debtor-in-possession in the above-referenced chapter 11 case (the “Chapter 11 Case”), through proposed counsel, Dykema Gossett PLLC, for its Application to Employ Dykema Gossett

PLLC as Debtor’s Counsel (the “Application”), states as follows:

JURISDICTION AND VENUE

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§

157 and 1334.

2. This is a core proceeding under 28 U.S.C. § 157(b).

3. Venue is proper in this district under 28 U.S.C. §§ 1408 and 1409.

4. To the extent this Application is granted, Debtors request that any order be applicable to all of Debtors’ cases.

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BACKGROUND

5. Debtor commenced this Chapter 11 Case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on October 28, 2020 (the “Petition

Date”).

6. Debtor is continuing in possession of its property and is operating and managing its business as debtor-in-possession under 11 U.S.C. §§ 1107(a) and 1108.

7. As of the date of filing this Application, no trustee, examiner, or official committee of unsecured creditors has been appointed in this Chapter 11 Case.

8. Detailed facts about Debtor and the reasons for the commencement of the Chapter 11 Case are set forth in the Declaration of Chief Restructuring Officer in Support of the Debtor’s Chapter 11 Petition and First Day Pleadings, which has been filed simultaneously with this Application and is incorporated into this

Application by reference.

9. Debtor intends to supplement this Application with additional information and disclosures in compliance with the United States Trustees’

Guidelines, including the Large Fees Guidelines.

RELIEF REQUESTED

10. Debtor requests that the Court authorize Debtor to retain and employ

Dykema Gossett PLLC (“Dykema” or the “Firm”) as attorneys in connection with the commencement and prosecution of the Chapter 11 Case.

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BASIS FOR RELIEF

11. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court approval, “may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the

[debtor-in-possession] in carrying out the [debtor-in-possession’s] duties under this title.” 11 U.S.C. § 327(a).

12. Rule 2014 of the Federal Rules of Bankruptcy Procedures (the

“Bankruptcy Rules”) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, its respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

FED. R. BANKR. P. 2014.

A. Necessity and Qualifications

13. Debtor has selected Dykema primarily because Dykema has extensive experience in the fields of bankruptcy, bankruptcy litigation, corporate restructuring, and insolvency.

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14. Debtor has been a long-time client of Dykema, and Dykema has provided a variety of legal services to Debtor in the past, including, but not limited to, corporate, litigation, and regulatory counsel, on various matters.

15. On September 24, 2020, Debtor and Dykema entered into a new engagement agreement for Dykema to provide legal services to Debtor in connection with various financial restructuring and regulatory issues, which have led to the filing of this Chapter 11 Case.

16. Dykema is familiar with Debtor’s business operations and the issues that will pose the biggest challenges in this Chapter 11 Case. Accordingly, Dykema has the necessary background to deal effectively with the potential legal issues that may arise in this Chapter 11 Case. Based on the foregoing, Debtor believes that

Dykema is both well qualified and uniquely able to represent Debtor in this Chapter

11 Case in an efficient and timely manner.

B. Services to Be Provided

17. Dykema is expected to render legal services to Debtor, including reorganization of Debtor through Chapter 11 and/or a sale of Debtor’s assets. It is expected that Dykema’s services will include, without limitation, assisting, advising, and representing Debtor with respect to:

i. Preparation, filing, and prosecution of Debtor’s bankruptcy petitions, schedules, statements of financial affairs, and various motions essential to or required in this Chapter 11 Case;

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ii. Preparation, filing, and defense of objections to various motions, claims, and actions by creditors and parties-in-interest;

iii. Negotiation with various creditors, including any creditor committees;

iv. Negotiation with potential plan proponents and/or purchasers of Debtor’s assets, and the preparation of related agreements;

v. Advisement on matters regarding the restructuring of debts and financial structure; and

vi. Any other bankruptcy related administrative matters arising during the court of this Chapter 11 Case.

C. Professional Compensation

18. Dykema has indicated its willingness to serve as counsel to Debtor and to receive compensation and reimbursement in accordance with Dykema’s standard billing practices for services rendered and expenses incurred on behalf of Debtor.

19. Dykema received a retainer of $261,168.19 from Debtor under the engagement agreement in connection with legal services rendered that have led to this Chapter 11 Case. As of the Petition Date, Debtor has $201,983.69 retainer with

Dykema in connection with this Chapter 11 Case.

20. Dykema fully earned the pre-petition fees and/or expenses before the

Petition Date.

21. After the Petition Date, Dykema intends to apply to the Court for allowance of compensation for professional services rendered and reimbursement of charges and disbursements incurred in this Chapter 11 Case in accordance with

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applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy

Rules for the Eastern District of Michigan, United States Trustee Guidelines for

Region 9, and any orders of this Court. Dykema will seek compensation for services of each professional at Dykema’s then-current regional hourly rates.

22. Dykema’s hourly billing rates for professionals are not intended to cover out-of-pocket expenses, and some overhead items that are typically billed separately. For example, Dykema regularly charges its clients for the expenses and disbursements incurred in connection with the client’s case, including photocopying, witness fees, litigation support services, travel expenses, filing and recording fees, postage, express mail and messenger charges, computerized legal research charges and other computer services, and expenses for working meals.

23. Other than as set forth in this Application and in the Declaration of

Sheryl L. Toby attached hereto as Exhibit B (the “Toby Declaration”), no agreement or understanding exists between Debtor and Dykema or any other entity for the sharing of compensation received or to be received for services rendered in connection with this Chapter 11 Case. Copies of biographies of Dykema’s primary professionals and paraprofessionals in this Chapter 11 Case are attached hereto as

Exhibit C.

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D. No Adverse Interest, Disinterestedness, and Disclosure of Connections

24. To the best of Debtor’s knowledge, the members and associates of

Dykema: (a) do not have any connection with Debtor, its creditors, the Office of the

United States Trustee for the Eastern District of Michigan, any person employed in the Office of the United States Trustee for the Eastern District of Michigan, or any other party-in-interest or its respective attorneys and accountants; (b) are

“disinterested person[s],” as that term is defined 11 U.S.C. § 101(14); and (c) do not hold or represent an interest adverse to Debtor’s estate.

25. More specifically:

i. None of the attorneys of Dykema holds or represents an interest adverse to Debtor’s estate.

ii. Neither Dykema, nor any attorney of Dykema, is or was a creditor, equity holder, or an insider of Debtor.

iii. Neither Dykema, nor any attorney of Dykema, is or was, within two years before the Petition Date, a director, officer, or employer of Debtor.

iv. Dykema does not have any interest materially adverse to the interests of Debtor’s estate or of any class of creditors by reason of any direct or indirect relationship to, connection with, or interest in Debtor, or for any other reason.

26. As part of its diverse practice, Dykema appears in numerous cases, proceedings, and transactions involving many different professionals, including attorneys, accountants, investment bankers, and financial consultants, some of which may represent claimants and parties-in-interest in this Chapter 11 Case. In addition,

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Dykema has in the past been, and will likely in the future be, working with or against other professionals involved in this Chapter 11 Case in matters unrelated to this

Chapter 11 Case. None of these business relationships constitute interests materially adverse to Debtor in matters upon which Dykema is to be employed.

27. Dykema has not been retained to assist any entity or person other than

Debtor in matters relating to, or in connection with, this Chapter 11 Case. If this

Court approves the proposed employment of Dykema by Debtor, Dykema will not accept any engagement or perform any services for any entity or person other than

Debtor in connection with this Chapter 11 Case without prior Court approval.

Dykema may, however, provide professional services to creditors of Debtor on matters unrelated to this Chapter 11 Case, provided that such services are consistent with the Michigan Rules of Professional Conduct, the Bankruptcy Code, and the

Federal Rules of Bankruptcy Procedure.

28. Dykema has conducted a conflict check of the Debtor’s board members, the vendors on the Debtor’s creditor matrix for goods and/or services provided for in the last two years, the Debtor’s secured creditors, parties who have filed UCC-1

Financing Statements with respect to Debtor and its assets; and the top 20 unsecured creditors, through a search of its client database, regarding its connections with

Debtor and other parties in interest. A search of Dykema’s client database is designed to reveal any representation of, or potential conflict with, the entity

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searched or any known subsidiary or affiliate. This search was as complete as reasonably possible under the circumstances, but Dykema recognizes that additional parties in interest may surface during the course of this Chapter 11 Case. As parties become known or make appearances in this case, Dykema will supplement its disclosures as appropriate.

29. As of the date of this Application, Dykema’s conflict check has not revealed the existence of any matters adverse to the interests of Debtor except as stated in the Toby Declaration and this Application.

30. The largest portion of unsecured creditor debt in this Chapter 11 Case is associated with former resident entrance fee liabilities. Dykema conducted a conflicts check of such claimants that appeared in the top 20 creditor list. None of these entrance fee claimants appear to have been represented by Dykema. In addition, Dykema circulated a request for all attorneys and government policy professionals to report if any immediate family member is a current or former resident of HFV. Through that process, Dykema determined that one member of

Dykema has an immediate family member, who is a current or former resident of the Debtor. Out of an abundance of caution, an ethical screening wall has been put in place so that said member has no access to files or information concerning the

Debtor.

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31. Dykema will periodically review its files during this Chapter 11 Case to ensure that no conflicts or other disqualifying circumstances exist or arise. If any relevant facts or relationships are discovered or arise, Dykema will promptly file a supplemental affidavit pursuant to FED. R. BANKR. P. 2014(a).

NOTICE

Pursuant to E.D. Mich. LBR 9013-1, notice of the Motion has been provided to:

(a) the Office of the United States Trustee for the Eastern District of Michigan;

(b) all secured creditors, including counsel to UMB Bank, as Bond Trustee;

(c) the Debtor’s twenty (20) largest unsecured creditors;

(d) parties who have filed UCC-1 Financing Statements with respect to Debtor and its assets;

(e) the Michigan Corporations, Securities and Commercial Licensing Bureau of the Department of Licensing and Regulatory Affairs;

(f) the U.S. Department of Health and Human Services’ Centers for Medicare and Medicaid Services;

(g) the United States Attorney’s Office for the Eastern District of Michigan

(Attention: Civil Division);

(h) the Michigan Department of Health and Human Services;

(i) the United States Small Business Administration; and

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(j) any party filing a notice of appearance in this Chapter 11 Case.

NO PRIOR REQUEST

32. Debtor has not made a previous request to this Court or to any other court for the relief sought in this Application.

WHEREFORE, Debtor respectfully requests that the Court enter an order, substantially in the form attached as Exhibit A, granting the relief requested in the

Application and such additional relief as is just and equitable.

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October 28, 2020 Respectfully submitted,

HENRY FORD VILLAGE, INC.

By: ______Chad Shandler Chief Restructuring Officer

and

DYKEMA GOSSETT PLLC

By: /s/ Sheryl L. Toby Sheryl L. Toby (P39114) Jong-Ju Chang (P70584) 39577 Woodward Avenue, Suite 300 Bloomfield Hills, Michigan 48304 (248) 203-0700 / Fax (248) 203-0763 [email protected] [email protected]

and

Patrick L. Huffstickler Texas Bar No. 10199250 Danielle N. Rushing Texas Bar No. 24086961 112 East Pecan Street, Suite 1800 San Antonio, Texas 78205 (210) 554-5500 / Fax (210) 226-8395 [email protected] [email protected]

PROPOSED COUNSEL FOR DEBTOR AND DEBTOR-IN-POSSESSION

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

IN RE: Case No. 20-51066-mar

HENRY FORD VILLAGE, INC., Chapter 11

Debtor. Honorable Mark A. Randon ______

ORDER AUTHORIZING DEBTOR TO EMPLOY DYKEMA GOSSETT PLLC AS DEBTOR’S COUNSEL

This matter having come before the Court by the debtor and debtor-in- possession identified below (the “Debtor”) through its Application to Employ

Dykema Gossett PLLC as Debtor’s Counsel (the “Application”)1 and the Declaration of Sheryl L. Toby filed in support of the Application; the Court having found that:

(a) jurisdiction to consider the Application is proper under 28 U.S.C. §§ 157 and

1334; (b) venue is proper before this Court under 28 U.S.C. §§ 1408 and 1409;

(c) notice of the Application was properly provided; and (d) good cause exists to grant the relief requested in the Application; and the Court being fully advised in the premises and having determined that the legal and factual bases set forth in the

Application establish just cause for the relief granted herein;

IT IS HEREBY ORDERED that:

1 Capitalized terms used but not defined have the meanings given to them in the Application.

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1. The Application is granted as set forth herein.

2. Debtor is authorized to employ Dykema Gossett PLLC as its counsel, effective as of the Petition Date, consistent with the terms of the Application.

3. Dykema Gossett PLLC shall be compensated for its services only as authorized by the Court.

4. The terms and conditions of this Order are immediately effective and enforceable upon its entry.

5. The Court retains jurisdiction over all matters related to the implementation of this Order.

20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 15 of 51 EXHIBIT B

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

IN RE: Case No. 20-51066-MAR

HENRY FORD VILLAGE, INC., Chapter 11

Debtor. Honorable Mark A. Randon ______/

DECLARATION OF SHERYL L. TOBY IN SUPPORT OF APPLICATION TO EMPLOY DYKEMA GOSSETT PLLC AS DEBTOR’S COUNSEL

I, Sheryl L. Toby, declare:

1. I am a member of Dykema Gossett PLLC (“Dykema”). I am familiar with the facts and circumstances set forth in this Declaration, and I am in all respects competent to make this Declaration in Support of the Application.1

2. Unless otherwise stated, this Declaration is based upon my personal knowledge.

A. Services to Be Provided

3. In connection with the above captioned Chapter 11 Case, the Debtor

Henry Ford Village, Inc. (“Debtor” or “HFV”) has requested authorization from the

Court to retain Dykema as legal counsel. The professional services that Dykema

1 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application to Employ Dykema Gossett PLLC as Debtor’s Counsel.

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will render to the Debtor may include, but will not be limited to, those described in

the Application.

Page | 2 B. Professional Compensation

4. On September 24, 2020, the Debtor and Dykema entered into an

engagement agreement for Dykema to provide legal services to the Debtor in

connection with the preparation and filing of the expected Chapter 11 Case.

5. Dykema received a retainer of $261,168.19 from the Debtor to prepare

and file this Chapter 11 Case.2

6. Dykema fully earned the pre-petition fees before the Petition Date.

7. Post-petition, Dykema intends to apply for compensation for

professional services rendered in connection with this Chapter 11 Case. Subject to

approval of this Court and in compliance with applicable provisions of the

Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules,

United States Trustee Guidelines for Region 9, and orders of this Court, Dykema

will charge Debtor an hourly basis and seek reimbursement of actual, necessary

expenses and other charges that Dykema incurs.

8. Dykema’s hourly rates are set at a level designed to fairly compensate

Dykema for the work of its professionals. Hourly rates vary with the experience and

seniority of the individuals assigned. Dykema’s hourly rates are as follows:

2 The retainer being held is currently in the amount of $201,983.69.

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Timekeeper Position 2020 Hourly Rate

Sheryl L. Toby Member $675.00

Ann D. Fillingham Member $675.00 Page | 3 Phyllis D. Adams Member $595.00

Patrick L. Huffstickler Member $545.00

Jong-Ju Chang Member $415.00

Eric D. Jay Senior Attorney $375.00

Danielle N. Rushing Associate $330.00

Diane Guerrero Paralegal $190.00

9. Dykema’s hourly rates are consistent with the rates it charges in

bankruptcy and non-bankruptcy matters of this type. Dykema reserves the right to

increase its hourly rates in accordance with its normal and customary practices,

which is typically January of each year.

10. It is Dykema’s policy to charge its clients for expenses incurred in

connection with the client’s case. The expenses charged to clients include, among

other things, photocopying, witness fees, travel expenses, filing and recording fees,

postage, express mail and messenger charges, computerized legal research charges

and other computer services. Dykema will charge the Debtor for these expenses in a

manner and at rates consistent with those Dykema generally charges its other clients.

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11. No promises have been received by Dykema or by any professional of

Dykema regarding compensation in connection with this Chapter 11 Case, other than

Page | 4 in accordance with the provisions of the Bankruptcy Code.

12. Pursuant to FED. R. BANKR. P. 2016(b), Dykema has not shared, nor

agreed to share any compensation it has received or may receive in this case with

any other party, person, or entity other than with the professionals of Dykema.

C. Dykema’s Disinterestedness

13. Based on the results of the conflict search conducted to date and

described more fully below, to the best of my knowledge, neither I, Dykema, nor

any member or employee of Dykema, insofar as I have been able to ascertain, has

any connection with Debtor, its creditors, or other parties-in-interest.

14. Dykema is a “disinterested person” as that term is defined in 11 U.S.C.

§ 101(14) because neither Dykema nor any of its professionals:

a. is a creditor, an equity security holder, or an insider of the Debtor;

b. was, within two years before the date of filing of the Debtor’s Chapter 11 Case, a director, officer, or employee of the Debtor; or

c. has an interest materially adverse to the interests of the Debtor’s estates or of any class of creditors, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason.

15. As part of its diverse practice, Dykema appears in numerous cases,

proceedings, and transactions involving many different professionals, including

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attorneys, accountants, investment bankers, and financial consultants, some of which

may represent claimants and parties-in-interest in this Chapter 11 Case. In addition,

Page | 5 Dykema has in the past been, and will likely in the future be, working with or against

other professionals involved in this Chapter 11 Case in matters unrelated to this

Chapter 11 Case. Based on my current knowledge of the professionals involved in

this Chapter 11 Case, and to the best of my knowledge, none of these business

relationships constitute interests materially adverse to Debtor in matters upon which

Dykema is to be employed.

16. To the best of my knowledge, Dykema has not been retained to assist

any entity or person other than Debtor in matters relating to, or in connection with,

this Chapter 11 Case. If this Court approves the proposed employment of Dykema

by Debtor, Dykema will not accept any engagement or perform any services for any

entity or person other than Debtor in connection with this Chapter 11 Case without

prior Court approval. Dykema may, however, provide professional services to

creditors of Debtor on matters unrelated to this Chapter 11 Case, provided that such

services are consistent with the Michigan Rules of Professional Conduct, the

Bankruptcy Code, and the Federal Rules of Bankruptcy Procedure.

17. Dykema has conducted a conflict check of the Debtor’s board members,

the vendors on the Debtor’s creditor matrix for goods and/or services provided for

in the last two years, the Debtor’s secured creditors, parties who have filed UCC-1

5 20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 21 of 51

Financing Statements with respect to Debtor and its assets; and the top 20 unsecured

creditors, through a search of its client database, regarding its connections with

Page | 6 Debtor and other parties in interest. A search of Dykema’s client database is

designed to reveal any representation of, or potential conflict with, the entity

searched or any known subsidiary or affiliate. This search was as complete as

reasonably possible under the circumstances, but Dykema recognizes that additional

parties in interest may surface during the course of this Chapter 11 Case. As parties

become known or make appearances in this case, Dykema will supplement its

disclosures as appropriate.

18. To the best of my knowledge as of the date of this Declaration,

Dykema’s conflict check has not revealed the existence of any matters adverse to

the interests of Debtor except as stated in this Declaration and the Application.

19. The largest portion of unsecured creditor debt in this Chapter 11 Case

is associated with former resident entrance fee liabilities. Dykema conducted a

conflicts check of such claimants that appeared in the top 20 creditor list. None of

these entrance fee claimants appear to have been represented by Dykema. In

addition, Dykema circulated a request for all attorneys and government policy

professionals to report if any immediate family member is a current or former

resident of HFV. Through that process, Dykema determined that one member of

Dykema has an immediate family member that is a current or former resident of the

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Debtor. Out of an abundance of caution, an ethical screening wall has been put in

place so that said member has no access to files or information concerning the

Page | 7 Debtor.

20. Dykema currently represents or represented in the last year, the

following non entrance fee potential claimants in matters unrelated to this Chapter

11 Case and in which these entities are identified on Debtor’s records as potentially

having amounts outstanding as of the petition date or were paid money by the Debtor

in the last ninety (90) days:

a. AT&T

b. Comerica Bank

c. Delta Dental

d. Electrocomm Michigan

e. Ford Credit

f. Gallagher Fire

g. Guardian

h. Henry Ford System

i. Hobart

j. Home Depot

k. Legal Shield

l. Lightedge Solutions

m. McKesson Medical-Surgical

n. Midwest Energy

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o. Pepsi

p. Regents of University of Michigan

q. RehabCare Group Therapy Services Page | 8 r. Roto Rooter Plumbers

s. Service Car Industries

t. State of Michigan

u. Sun Life

v. University of Michigan

w. Verizon

x. Vision Service Plan Insurance

y. Waste Management

z. Wayne State University

aa. Whirlpool

bb. William Beaumont Hospital

21. Dykema will periodically review its files during this Chapter 11 Case

to ensure that no conflicts or other disqualifying circumstances exist or arise. If any

relevant facts or relationships are discovered or arise, Dykema will promptly file a

supplemental affidavit pursuant to FED. R. BANKR. P. 2014(a).

22. I declare under penalty of perjury that the foregoing is true and correct.

Dated: October 28, 2020 Sheryl L. Toby

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20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 25 of 51 Sheryl L. Toby Member

Bloomfield Hills 39577 Woodward Avenue Suite 300 Bloomfield Hills, MI 48304

T: 248-203-0522 [email protected] Areas Of Practice Business Services Sheryl Toby (Member) has substantial experience in two unrelated fields. Business & Commercial First she regularly advises manufacturing entities (such as automotive Bankruptcy, Insolvency & clients) in a wide variety of day-to-day supply chain matters. In both Creditors' Rights traditional and advanced technology manufacturing, she focuses on legal Commercial Lending requirements within the context of practical application. She works closely with purchasing groups, in-house legal, finance and other business teams Industries in developing strategy for addressing business challenges that intersect operational and legal issues. Her vast experience spans across matters Automotive Industry Group such as, development of unique collaborative agreements in advanced Mobility and Advanced vehicle manufacturing, front end procurement contracting best practices Transportation Team and addressing "stop-ship," financially troubled suppliers and other Financial Industry Group litigation threats. She is often called upon by entities to strategize with and Commercial Lending lead experts in a variety of other disciplines to address unique challenges faced by companies in highly regulated manufacturing based industries including, for example, internal investigations of safety issues and other Bar Admissions matters. Second, Ms. Toby is a prominent bankruptcy and restructuring Michigan, 1986 attorney with over 30 years of experience. She is known for her creative approach in providing solutions for creditors, debtors and lenders addressing financial challenges. Ms. Toby has been involved in numerous Court Admissions significant bankruptcy cases throughout the country and is a frequent U.S. Court of Appeals, 6th Circuit, speaker and media consultant in her fields. 1986 U.S. District Court, Eastern District of Michigan, 1986 Seminars & Speeches U.S. District Court, Western Automotive Manufacturing Distress, TMA Town Hall: Automotive District of Michigan, 1986 Manufacturing Distress U.S. Supreme Court, 1996 July 22, 2020 On Cruise Control or Approaching a Detour? Current Issues for Education Automotive Distress, ABI Web Seminar November 19, 2019 Wayne State University, J.D., cum laude Best Practices for Customers in Managing Distressed Supplier Risks, ● Order of the Coif OESA Chief Purchasing Officers Council Meeting, Southfield, MI November 7, 2019 ● Law Review Plan and Confirmation Issues: RSAs, Third-Party Releases, Valuation, Michigan State University, B.A. Classification and Gifting, ABI Annual Spring Meeting, Washington, D.C. April 13, 2019 The Unique World of Automotive Supplier Financial Distress and Bankruptcies, ABA Business Bankruptcy Committee Webinar January 23, 2019 Six Simple Rules for In-House Counsel to Avoid Most Hidden Insolvency Risks in Commercial Transactions, ABA Business Law Section Annual

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Meeting, Austin, Texas September 14, 2018 Key Trends and Issues in the Automotive Sector, ABI 14th Annual Mid-Atlantic Bankruptcy Workshop, Hershey, Pennsylvania August 3, 2018 Department of Commerce’s Cross-Cultural Special American Business Internship Training Program, Presenter on manufacturing supply chain April 2017 What you see may not be what you get when the deal goes bad, Panelist, ABA Business Law Section Spring Meeting, Montreal, Canada April 8, 2016 Traps for the Unwary, ABA Business Law Section, Annual Meeting presented by the New and Emerging Legal Issues Sub- Committee, Chicago, Illinois Fall 2015 The Intersection of Ethics and Discovery (What Attorneys Need to Know), Panel Moderator, American Bankruptcy Institute's 22nd Annual Central States Bankruptcy Workshop June 13, 2015 Automotive: Managing the Ups and Downs of the Business Cycle, Crain's Detroit Business General & In-House Counsel Summit June 10, 2015 A 180º Strategy for the New Troubled Supplier, 2013 Motor Vehicle Metals & Resins Conference, Troy, Michigan May 23, 2013 Are Capacity Constraints Paralyzing Your Supply Chain?, Automotive News Power Training, Panelist on Webinar April 16, 2013 "I'm Shocked - Shocked! - to find that Unethical Conduct is Going On in Here!": A Tale of Ethics in Bankruptcy, ABI Winter Leadership Conference, Panel Discussion on Ethics, Tucson, Arizona November 29-December 1, 2012 American Bankruptcy Institute's Mid-Level Professional Development Program, New York City November 9, 2012 Alternatives to Chapter 11, 85th Annual National Conference of Bankruptcy Judges, Tampa FL (Panel moderator) October 14, 2011 Senior Lenders and Their Strategic Alternatives in Restructuring Situations: Loan Modifications, Out-of-Court Workouts, 363 Sales, Chapter 11 Plans and Other Options, ABI Annual Spring Meeting, National Harbor, MD April 29, 2010 New Wave of Litigation—Fraudulent Transfers, Broken Commitments, Failure to Fund, Lack of Good Faith, ABI 27th Annual Spring Meeting, Spring Harbor, MD 2009 Auto Industry Panel, ABI New York City Bankruptcy Conference, New York, NY (Panel member) June 16, 2009

Publications "Saving Midmarket, Closely Held Companies With Traditional Workouts" May 13, 2020 CFO “Saving Midmarket, Closely Held Companies With Traditional Workouts” May 13, 2020 CFO

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"Bankers: Are you having the right conversations with your customers around COVID-19?" March 5, 2020 NextGen Financial Services Report "How Customers in the Automotive Supply Chain Can Prepare for Distressed Suppliers Resulting From COVID-19" March 4, 2020 The Open Road - Automotive Law Blog "Effectiveness of Contractual Receivership Clauses for Operating Companies" August 26, 2019 Business Law Today "Five Simple Rules for In-House Counsel to Avoid the Most Hidden Insolvency Risks in Commercial Transactions" January 10, 2019 Business Law Today “Successful Manufacturing Contracting—It’s More than Standard Terms and Conditions” February 2018 Manufacturing Today "Doing the Deal Right: Mitigating the Threat of Insolvency Before It’s Too Late" September 23, 2016 Business Law Today "State of the Automotive Industry" October 17, 2012 Dykema Publication "The Legal Implications of the Disaster in Japan" July 3, 2011 Autobeat Insider Perspectives "Managing Relations with Insolvent Customers: How To Get Paid and Keep the Money" June 2009 Supply & Demand Chain Executive "How to Avoid Supply Chain Disruptions" December 2005 Logistics Today "What Do You Mean, I Can't Assume My Intellectual Property License?: Avoiding the Pitfall of Section 365(c)" November 2004 Daily Bankruptcy Review "Bankruptcy Can Resolve Difficult Business Issues" August 2002 Michigan Lawyers Weekly "Finding Assets" Spring 2002 NabTalk

News Sheryl Toby Joins Town Hall on Automotive Manufacturing Distress July 20, 2020 Sheryl Toby to Present ABA Webinar on Auto Supplier Financial Distress and Bankruptcies January 22, 2019 Sheryl Toby to Co-Present at ABA Business Law Section Annual Meeting in Austin, Texas September 4, 2018

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Sheryl Toby Speaks at American Bankruptcy Institute's Annual Mid-Atlantic Bankruptcy Workshop August 8, 2018 Dykema Attorneys Lead and Attend OESA Q1 Mobility Supplier Forum March 19, 2018 Sheryl Toby Provides Supply Chain Contract Drafting Advice in Manufacturing Today February 8, 2018 Sheryl Toby Featured on MSNBC’s "Your Business" Program Discussing Challenges Faced by Businesses Dealing With Extended Payment Terms Aired dates of March 5, 2017 and March 11, 2017 Sheryl Toby Co-Authors Article for Business Law Today September 23, 2016 Sheryl Toby Quoted in Automotive World Article about Supplier Disputes August 26, 2016 Sheryl Toby Quoted Extensively in Automotive World Article on Supply Chain Disruptions July 28, 2016 Sheryl Toby Serves as Panelist at ABA Spring Meeting in Montreal April 27, 2016 Nineteen Dykema Attorneys Listed as “Top Women Lawyers” in Hour Magazine March 17, 2016 Sheryl Toby Quoted in Crain’s Detroit Business Article about Detroit’s Pre-Bankruptcy Payment Recalls February 28, 2016 Takeaways from the Crain’s Detroit Business General & In-House Counsel Summit June 17, 2015 Sheryl Toby to Serve as Featured Speaker at American Bankruptcy Institute Workshop May 19, 2015 Sheryl Toby Video-Interviewed at American Bankruptcy Institute Annual Meeting June 3, 2014 Sheryl Toby to Lead Panel Discussion at American Bankruptcy Institute 32nd Annual Spring Meeting April 7, 2014 Fifty-Nine Dykema Lawyers Named to 2013 Michigan SuperLawyers September 5, 2013 Sheryl Toby to Address 2013 Motor Vehicle Metals & Resins Conference April 22, 2013 Sheryl Toby to Participate in Automotive News Webinar on Supply Chain Challenges April 9, 2013 Sheryl Toby Quoted in Crain’s Detroit Business March 18, 2013 Sheryl Toby to Participate in Panel Discussion on Ethics at ABI Winter Leadership Conference November 16, 2012 Thirty-Four Dykema Attorneys Named “2013 Top Lawyers” by DBusiness Magazine November 7, 2012 Sheryl Toby to Address American Bankruptcy Institute Mid-Level Professional Development Program in New York City November 2, 2012 Dykema Automotive Institute Reveals Findings of 2012 Survey October 17, 2012

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Gilezan, Toby Comment on Supply-Chain Disruption in Resins Industry June 15, 2012

Blog Posts Prohibiting Recourse to Receivership or Bankruptcy for Cannabis Industry Can Perversely Assist Bad Actor’s Continuation of Bad Acts—A Real Life Analogy

Memberships & Involvement

● ABA Section of Business Law, Co-Vice Chair of Business Transactions Subcommittee, 2014-Present

● American Bankruptcy Institute Board of Directors, Education Committee, 2008-2012

● ABI Commercial Fraud Task Force Committee, Co-Chair, 2007 and 2008

● American Bankruptcy Institute Central States Division Conferences, Program Chair, 2004-2008

● International Women's Insolvency/Restructuring Confederation Member, Michigan Network, Founder and Former Chair of Local Chapter

● American Bar Association, Use and Disposition of Property Subcommittee of the Business Bankruptcy Committee, Vice- chair

● Detroit Metropolitan Bar Association, Section of Debtor/Creditor, Vice-chair, 1997-1998

● United States Bankruptcy Court, Eastern District of Michigan, Advisory Committee, Member, 1997-1998

● American Bar Association, General Practice Section, Vice-Chair, 1992-1993

● Federal Bar Association

● Turnaround Management Association

● State Bar of Michigan

Awards & Recognition Named to "Lawdragon 500 Leading U.S. Bankruptcy & Restructuring Lawyers," 2020

Recognized in The Best Lawyers in America® for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law and Bankruptcy Litigation, 2007-Present. Copyright 2015 by Woodward/White, Inc., Aiken, SC

Named a Michigan Leading Lawyer in the areas of Bankruptcy & Workout: Commercial and Creditor's Rights/Commercial Collections Law by the Leading Lawyers Network, 2014-2017. Law Bulletin Publishing Company

Named a Top Lawyer by dbusiness Magazine for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization and Bankruptcy Litigation, 2010-2013, 2015-2016, 2018

Recognized in Michigan Super Lawyers® for Business/Corporate, Bankruptcy: Business, and Creditor Debtor Rights: Business, 2007-2008, 2010-Present

Recipient of an AV® Preeminent™ Rating by Martindale-Hubbell, 2013

Bar Register of Preeminent Women Lawyers, Martindale-Hubbell, 2011

Selected as one of Crain's Detroit Business' "40 Under 40"

Honorable mention as one of the country's Outstanding Young Bankruptcy Professionals by Turnaround and Workout Publications

Featured in Insolvency & Restructuring Section of the Guide to the World's Leading Women in Business Law

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Recipient of Martindale-Hubbell® AV® Preeminent™ Peer Review Rating

20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 31 of 51 California Illinois Michigan Minnesota Texas Washington, D.C. Ann D. Fillingham Member

Lansing 201 Townsend Street Suite 900 Lansing, MI 48933

T: 517-374-9146 [email protected] Areas Of Practice Business Services Ann D. Fillingham's principal areas of practice include public and Corporate Finance structured finance, infrastructure finance, and transactional work for Commercial Lending financial institutions. In the public finance arena, Ms. Fillingham has served Government Reorganization and as bond counsel and underwriter's counsel to numerous state and local Restructuring issuers. She has built a reputation for innovative and creative lawyering, Public Finance serving as an integral part of many of her client's most important financial restructurings. She has worked extensively with the State of Michigan and Gaming & Indian Law its various departments and authorities with respect to both taxable and Long-Term & Post-Acute Care tax-exempt issues. In addition, she has served as bond counsel or Providers underwriter's counsel on many county, municipal, school and local Health Care authority bond issues and many conduit transactions for acute care and continuing care facilities, and economic development projects. Ms. Industries Fillingham is a member of the Board of Directors of the National Association of Bond Lawyers (NABL), regularly speaks at NABL Financial Industry Group conferences on matters related to public finance, is a past NABL Steering Commercial Lending Committee member and is the past Chair of the NABL's Bond Attorneys' Education Workshop and its Municipal Law Committee. Higher Education In the corporate and finance arena, Ms. Fillingham also works extensively with financial institutions, structuring and documenting both taxable letter Bar Admissions of credit enhanced debt offerings and commercial finance transactions. Her areas of practice include transactional negotiation and Michigan, 1989 documentation, commercial lending and federal and state regulatory compliance work for lending institutions. Education University of Michigan, J.D., cum laude Representative Matters Michigan State University, B.A. Representative Transactions ● with high honors ● Bond counsel to the Michigan Finance Authority restructuring $226 million of public debt of the School District of the City of Detroit, Michigan to match-fund new security cash flows, as part of a larger governmental restructuring.

● Underwriter’s counsel for Barclays on the City of Detroit, Michigan $606 million financing, publicly refunding prior City municipal obligations post-bankruptcy.

● Bond counsel to the Michigan State Building Authority on its 2011 $648 million, 2013 $583 million, 2015 $989 million and 2016 $665 million new money and refunding transactions, securing present value savings and allowing the Authority to consolidate all its $2.9 billion of debt in a single bond indenture.

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● Bond counsel to the Michigan Finance Authority on a $11 million tender and related $16 million refunding and reoffering of the City of Allen Park, Michigan, allowing the City to restructure debt for a failed movie studio project which had been the basis for SEC investigations and cease and desist orders.

● Provider counsel in connection with an agreement with the Michigan Department of Transportation for freeway lighting as a design-build-finance-operate-maintain project.

● Counsel to Detroit Water and Sewerage Department on a $5 billion voluntary open market tender solicitation and related $1.79 billion refunding transaction capturing present value savings, avoiding a bankruptcy-related cram-down and obtaining consents necessary to implement the system transfer to the regional Great Lakes Water Authority.

● Underwriter’s counsel on a $185 million financing for a Public Lighting Authority street lighting project.

● Underwriter’s counsel for Barclays on the City of Detroit, Michigan $120 million post-petition financing, together with its $275 million exit financing, consummated on date of City’s exit from bankruptcy.

● Underwriter’s counsel on a $2.9 billion Michigan Finance Authority issuance of Unemployment Obligation Assessment Revenue Bonds, which enabled the State of Michigan to utilize the public markets to achieve savings and restructure a significant federal liability.

● Counsel to the Michigan Higher Education Student Loan Authority on its $1.01 billion monetization of its student loan authority portfolio through a federally established finance conduit established following collapse of the auction rate securities market; also acted as bond counsel to the Authority in issuance of FRN and other related financings to secure long-term take-out funding of the interim facility.

● Bond Counsel to the Michigan Tobacco Securitization Finance Authority on $202 million and $523 million bond issues, securitizing Michigan tobacco related revenues to fund State projects.

Seminars & Speeches Expanding Public-Private Partnerships for Michigan Infrastructure, Joint Meeting of Municipal Advisory Council of Michigan and The Bond Club of Detroit December 4, 2019 Funding and Financing the Project, NCPPP Michigan P3Showcase Symposium December 3, 2019 Issuing Bonds – The Rules, CDFA Summer School Conference August 14, 2019 The Road Ahead: Municipal Securities Disclosure in an Evolving Market, U.S. Securities and Exchange Commission and the Office of Municipal Securities December 6, 2018 Impact of Federal Tax Reform, LeadingAge Michigan Finance & Strategy Day February 20, 2018 State and Local Governments: Pensions Lien Heavily on Bondholder Security, Citigroup Municipal High Yield Conference 2017 September 19, 2017 Municipal Bankruptcy: A Guide for Public Finance Attorneys, NABL Teleconference November 12, 2015 NABL Keynote Session, Moderator September 9, 2015 Statutory Liens in the Municipal Market, audio conference July 20, 2015 Delivery of Construction Projects Through P3s, The Illinois CPA Society Construction Industry Conference, Oakbrook Terrace, Illinois October 30, 2014

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Municipal Bankruptcy and the Anatomy of a Defaulted Lease, 2013 AGLF/ELFA Public Sector Finance Forum May 9, 2013 Hot Topics in Tax Exempt Finance, LeadingAge Michigan April 25, 2013 Sources of Local Financing, Michigan Association of Municipal Attorneys Local Government Attorney Academy March 20, 2013 When a Bond Deal Goes Bad: Defaults, Remedies and Workouts in Municipal Finance, National Association of Bond Lawyers 11th Annual Tax & Securities Law Institute March 2011, 2013 Economic Crisis-Driven Transactions: Tools for Dealing with Financially Distressed Issues and Bond Transactions, National Association of Bond Lawyers 2010, 2011, 2012 Bond Attorneys' Workshop Anatomy of a Defaulted Deal, National Association of Bond Lawyers 2012 Bond Attorneys' Workshop October 2012 When a Bond Deal Goes Bad: Defaults, Remedies and Workouts in Municipal Finance, National Association of Bond Lawyers 9th Annual Tax & Securities Law Institute March 2011 Build America Bonds, National Association of Bond Lawyers 2009 Bond Attorneys' Workshop October 2009 The Realities of the Credit Markets, The Center for Charter Schools Central Michigan University Back to School 2009: Transforming Public Education September 2009 P3s-Other Constituents and Considerations, Inaugural Michigan P3 Summit September 2008 Government and Tribal Obligations, National Association of Bond Lawyers 2008 Bond Attorneys' Workshop September 17, 2008 Effective Financing Strategies, Charter School Board Leadership Summit 2008 May 2008 Avoiding Legal Trouble in Charter School Finance, 10th Annual Michigan Charter Public School Conference November 2007 Government and Tribal Obligations, National Association of Bond Lawyers 2007 Bond Attorneys' Workshop September 2007 State Policy—Changing the Way Schools are Financed Locally, Illinois Facilities Fund Financing the Future: Meeting the Needs of Charter Schools February 2007

Publications "Detroit and the Bankruptcy Education of a Bond Lawyer" 2015 The Bond Lawyer "Municipal Bankruptcy: A Guide for Public Finance Attorneys (3rd Edition)" (Co-Author) 2015 National Association of Bond Lawyers "General Obligation Bonds: State Law, Bankruptcy and Disclosure Considerations" 2014 National Association of Bond Lawyers

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"Michigan Municipal Law" 2012 The Institute of Continuing Legal Education

News Ann D. Fillingham Named to Michigan Lawyers Weekly’s 2019 Class of “Women in the Law” July 19, 2019 115 Dykema Attorneys Listed in The Best Lawyers in America© 2017 August 15, 2016 Nineteen Dykema Attorneys Listed as “Top Women Lawyers” in Hour Magazine March 17, 2016 Ross Altman and Ann Fillingham Present at the 2014 Construction Industry Conference November 17, 2014 Ann Fillingham Named Chair of Bond Attorneys’ Workshop July 23, 2013 Eleven Dykema Attorneys Earn “Lawyer of the Year” Accolade from The Best Lawyers in America 2013 February 20, 2013 Dykema Attorneys Named Key ICLE Contributors in 2012 December 28, 2012 Fillingham to Lead Panel Discussion at National Association of Bond Lawyers Conference October 22, 2012 Eleven Dykema Attorneys Named “Lawyers of the Year” by Best Lawyers in America September 12, 2012

Memberships & Involvement

● Citizens Research Council

● Ingham County Bar Association

● State Bar of Michigan

● National Association of Bond Lawyers Board Member

● National Association of Bond Lawyers, Past Chair of the Annual Bond Attorneys' Workshop

● Government Finance Officers Association

Community/Civic Activities

● Michigan Women in Finance, Past President

● Michigan Bar Foundation, Fellow

Awards & Recognition Named to the 2019 class of "Women in the Law" by Michigan Lawyer's Weekly

Named a Lansing "Lawyer of the Year" for Public Finance Law by Best Lawyers® 2013

Named a "Lawyer of the Year" for Corporate Law by Best Lawyers® 2012, 2017

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Part of the Dykema team that served as lead counsel to the syndicate of 14 investment banking firms that were underwriters on the transaction named The Bond Buyer's 2012 Deal of the Year

Named by Best Lawyers in America® as Corporate Law "Lawyer of the Year," 2020

Recognized in The Best Lawyers in America® for Corporate and Public Finance Law, 2007-Present. Copyright 2015 by Woodward/White, Inc., Aiken, SC

Recognized in Michigan Super Lawyers® for Bonds/Government Finance and Business/Corporate, 2008-Present

Named a Michigan Leading Lawyer in the area of Public Finance Law by the Leading Lawyers Network, 2014-2017. Law Bulletin Publishing Company

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Ann Arbor 2723 South State Street Suite 400 Ann Arbor, MI 48104

T: 734-214-7664 [email protected] Areas Of Practice Health Care Phyllis G. Adams' practice is devoted to representation of clients in the Nonprofits & Tax-Exempt Organizations health care sector with respect to corporate and regulatory issues, including long-term care and assisted living facilities, continuing care Long-Term & Post-Acute Care retirement communities (CCRCs), ambulatory surgery centers (ASCs), and Providers hospitals. In particular, Ms. Adams' practice focuses on certificate of need Health Care Administrative Law & (CON) issues, health facility acquisitions and other changes of ownership, Regulatory Appeals including related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management Industries and operating agreements, assisted living licensure matters, and health care joint ventures. Ms. Adams is a member of the Firm's Executive Board Dental Service Organizations Industry Group and the former Practice Group Leader for the Firm's Health Care practice area. Education Insurance Industry Group Experience Insurance Regulatory and Compliance ● Change of ownership (CHOW) of large chain organization skilled nursing facilities and nursing homes, including Medicare and Medicaid Bar Admissions enrollment, CMS 855A registration, licensure and certification survey issues, CMS regional office approvals and Medicare Tie-in notices, Michigan, 1991 Medicare intermediary matters, State Medicaid enrollment and certification, licensure issues and risk assessment.

Education ● Start–up CHOW of ASCs including CON requirements, CON Wayne State University, J.D., cum applications, and CON appeals, BCBSM evidence of necessity (EON) laude applications and approvals, timing for ASC accreditation through University of Michigan, B.S. JCAHO, AAAHC or other accrediting organizations, assistance with MDCH construction plan review and permit process, and initial certification surveys.

● Appeals of adverse determinations by Medicare as to the effective date of Medicare and Medicaid certification for CHOW or initial Medicare certification of health care facilities, including applicable Life Safety Code (LSC) compliance and certification issues for hospitals, skilled nursing facilities (SNFs) and ASCs.

● ASC buy-outs and restructuring transactions including compliance with state and federal anti-kickback laws and requirements, disclosure requirements, and related regulatory impact of reorganization.

● CON applications for acquisition, replacement and relocation of acute care and psychiatric hospital beds, nursing home beds (including CON approvals for special population beds for Alzheimer residents, hospice use or special religious needs), nursing home “green house” and new model design projects, Facility Innovative Design Supplement (FIDS) program issues under the Michigan Medicaid program.

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● CON applications and representation as to CON covered clinical equipment, including CT scanner, MRI units, megavoltage radiation therapy (MRT) units and services, surgical services/operating rooms (hospital and ASC), diagnostic and therapeutic cardiac catheterization labs and rooms, open heart surgery programs, and PET scanners.

● CON appeals and representation of clients before the Michigan CON Commission and Standard Advisory Committees, membership on various CON informal task forces and CON workgroups, advise and counseling regarding development of CON strategies, including modifications to current CON Standards, preparation of CON position papers and related documents.

● Representation of long-term care and nursing home clients with respect to Medicare certification for skilled nursing facilities (SNFs), SNF operational and compliance issues, including assistance with development of SNF compliance programs and materials consistent with applicable OIG guidance and anti-fraud provisions of the Deficit Reduction Act (DRA).

● Nursing home/SNF management contracts and operational agreements, including management agreements for county medical care facilities, representation of REITs regarding nursing home/SNF properties and management issues, including regulatory matters related to foreclosure and termination of leases for nursing home/SNF operators/lessees.

● Assisted living licensure issues, including regulation of non licensed assisted living facilities, development of assisted living contracts, including food service contracts, personal care services agreements/private duty nursing service agreements, home for the aged (HFA) licensure and licensure of facilities as adult foster care facilities.

● CCRCs including initial registration under the Living Care Disclosure Act, disclosure statements, residency agreements, annual CCRC registration, operational issues, discrimination issues for CCRCs under the federal Fair Housing Act and applicability of state landlord-tenant and other laws.

● Imaging contracts and joint ventures including mobile routes and mobile imaging services for MRI, CT and PET scanning units; management contracts and operating agreements for management or operation of imaging centers and services; IDTF enrollment and requirements, initial certification of IDTFs and CMS 855B applications for IDTF billing.

● Acquisition of psychiatric hospitals, psychiatric hospital licensure and certification issues, preparation of CON applications related to addition of new psychiatric hospital beds, relocation of existing hospitals and services, and replacement psychiatric hospital facilities.

● Licensure and certification issues related to hospitals and nursing home facilities in Chapter 11 bankruptcy proceedings, coordination of nursing home facility closures and transition to closing, disposition of nursing home beds from nursing homes/SNFs subject to closure action, including disposition of CON, de-licensure and de-certification from participation in Medicare and Medicaid.

● Medicare provider-based determinations and issues and related licensure and compliance issues under State law for hospital outpatient departments and services, including surgical services and outpatient freestanding surgical outpatient facility requirements.

State Work Groups and Task Forces

● LeadingAge Michigan Continuing Care Policy Council, 2004—present

● Michigan Department of Community Health, Office of Public Health Preparedness, Long-term Care Task Force, 2007

● CON Commission Informal Workgroup on Psychiatric Beds and Services, June to November 2006

● LeadingAge Michigan Task Force on Assisted Living Regulation, 2006

● LeadingAge Michigan Task Force on CON Standards for Nursing Homes, 2006

● LeadingAge Michigan Task Force on Regulation of Continuing Care Retirement Communities, 2006

● CON Special Task Force on CON Standards, 2002

Seminars & Speeches Post Pandemic Attorney-Client Concerns: Live Webinar Series, LeadingAge Michigan June 25, 2020

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Finance & Strategy Day, Interactive Discussion of Strategies for Property Tax Exemption Risk, Speaker, Leading Age Michigan September 10, 2019 Preparing for Change: Steps That SNF;s Can Take Now to Prepare for the Inevitable, Speaker, LeadingAge Michigan November 12, 2015 Michigan Continuing Care Community Disclosure Act, Presenter and Panelist, LeadingAge Michigan Living Care Disclosure Act Symposium February 25, 2015 Recent HUD Conciliation Agreements and Reasonable Accommodation Issues: Potentially Discriminatory Advertising and Marketing Practices by Senior Housing Communities, Presenter, LeadingAge Michigan Fair Housing Act Boot Camp February 25, 2015 SNF Regulatory Day: OIG Report on Compliance with Federal Regulations for Reporting Allegations of Abuse or Neglect September 17, 2014 Moving Forward on Accountable Care System, Panel Participant, LeadingAge Michigan Annual Leadership Institute August 2014 Home the Aged Regulatory Update, Panelist, LeadingAge Michigan November 2013 Certificate of Need—Understanding your Market, LeadingAge Michigan April 25, 2013 Key Compliance Issues for 2012, 14th Annual Compliance Seminar Co-Sponsored by Dykema and HFMA March 28, 2012 Key Compliance Issues for 2012 January 19, 2012 In the Crosshairs: The Intersection of Management Prerogative and Resident Demand Across the Continuum, Aging Services of Michigan 42nd Annual Conference and Trade Show (Co-presented with Joanne Lax, Dykema) April 2010 Medicare Certification and Enrollment Compliance Issues, Healthcare Financial Management Association, Great Lakes Chapter January 2010 and April 2010 Off-Campus Hospital Outpatient Departments and other Physical Plant Issues for Health Care Providers, Healthcare Financial Management Association, Great Lakes Chapter January 2010 and April 2010 Is Your Board "On Board" With Quality Improvement?, Aging Services of Michigan 41st Annual Conference and Trade Show (Co-presented in conjunction with Mr. Ray Rabidoux, President & CEO, Glacier Hills, Inc.) April 2009 The Michigan CON Program: New Developments and Compliance Issues, Healthcare Financial Management Association, Great Lakes Chapter (Co-presented with Mr. Larry Horvath, Manager, CON Section, Michigan Department of Community Health) April 2009 The Michigan CON Program: New Issues and Development for Health Care Attorneys, State Bar of Michigan, Health Law Section (Co-presented with Mr. Larry Horvath, Manager, CON Section, Michigan Department of Community Health) March 2009 CON Issues for New Design Model Projects, Alzheimer and Behavioral Beds, Michigan County Medical Care Facilities Council Fall Financial Conference Fall 2008 Certificate of Need Revisions and Updates, Health Care Association of Michigan/Michigan Center for Assisted Living, Annual Convention & Expo

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September 2008 Certificate of Need Revisions and Updates, Health Care Association of Michigan, Spring Financial Conference Spring 2008 Imaging Contracts: New Issues and Legal Challenges, Healthcare Financial Management Association, Great Lakes Chapter April 2007 CON Commission Update and NH Standard Advisory Committee, Michigan Association of Homes and Services for the Aging Spring Conference Spring 2007 CON Commission Update, Michigan Association of Homes and Services for the Aging Leadership Conference December 2006 The Deficit Reduction Act: Change in Medicaid Financing for Long-Term Care, Michigan Association of Homes and Services for the Aging Leadership Conference December 2006 Pandemic Flu Preparedness for Long-Term Care Facilities, Michigan Association of Homes and Services for the Aging September 18, 2006 CON Compliance and Enforcement Update, Healthcare Financial Management Association, Great Lakes Chapter March 2006 Michigan Certificate of Need Compliance and Enforcement Issues, Michigan State Bar, Health Law Section, (Co-presented with Jan Christensen, Deputy Director of Policy, Michigan Department of Community Health) March 2006 Ambulatory Joint Ventures, Healthcare Financial Management Michigan Fall Conference Fall 2005 ASC Compliance Programs—Getting Started, Michigan Ambulatory Surgery Association September 2005 Federal Medicare/Medicaid Antifraud Statute, Regulations and Safe Harbors: An Educational Program for Large Physician Office Practices, Medical Office Managers Association October 2003 Hospital/Physician Joint Ventures: An Ambulatory Survey Center Case Study, Healthcare Financial Management Association, Great Lakes Chapter April 2003 Corporate Affiliations and Reorganizations, Healthcare Financial Management Association, Great Lakes Chapter April 2002 Incorporating CON Compliance Issues into Provider Compliance Programs, Michigan Society of Healthcare Planning and Marketing November 2001 Point and Counterpoint Discussion on How the CON Program Addresses Cost, Quality and Access, Michigan Department of Community Health 35th Annual Health Facilities Planning Seminar (In conjunction with Alliance for Health) October 2001

Publications Michigan Supreme Court to Rule on Property Tax Exemptions—Michigan Association of Homes and Services for the Aging Amicus Curiae Brief August 2005

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News Phyllis Adams Named A “Leader in the Law” by Michigan Lawyers Weekly February 26, 2018 Phyllis Adams and Rochelle Lento to Present Fair Housing Acts Boot Camp February 17, 2015 Phyllis Adams Appointed to LeadingAge Legal Committee January 15, 2014 Phyllis Adams Honored at Aging Services of Michigan Awards Gala June 14, 2012

Blog Posts CARES: Implications for the Healthcare Industry

Memberships & Involvement

● American Bar Association, Health Law Section

● State Bar of Michigan, Health Law Section

● American Health Lawyers Association (AHLA)

● LeadingAge, Legal Committee Member

● Healthcare Financial Management Association, Eastern Michigan Chapter

● Michigan Association of Homes and Services for the Aging (MAHSA)

● Michigan Society of Healthcare Planning and Marketing (MSHPM)

Awards & Recognition Named as "Lawyer of the Year" in Health Care Law by The Best Lawyers in America® in 2019 and 2021. Copyright 2015 by Woodward/White, Inc., Aiken, SC

Recognized in The Best Lawyers in America® for Healthcare, 2012-Present. Copyright 2015 by Woodward/White, Inc., Aiken, SC

Named a Top Lawyer by dbusiness Magazine for Health Care Law, 2015

Named a Michigan Leading Lawyer in the area of Health Law by the Leading Lawyers Network, 2014-2017. Law Bulletin Publishing Company

Named “LeadingAge Michigan Business Partner of the Year” by the Aging Services of Michigan, 2012

Recipient of a BV® Distinguished™ Rating by Martindale-Hubbell

20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 41 of 51 California Illinois Michigan Minnesota Texas Washington, D.C. Patrick L. Huffstickler Member

San Antonio Weston Centre 112 E. Pecan Street Suite 1800 San Antonio, TX 78205

T: 210-554-5273 F: 210-226-8395 [email protected] Areas Of Practice Bankruptcy, Insolvency & Creditors' Rights Patrick Huffstickler advises clients on a wide range of bankruptcy, landlord/tenant, Uniform Commercial Code (UCC), and other commercial litigation matters. He provides counsel on issues related to the commercial Industries real estate industry, including ongoing representation of commercial Financial Industry Group landlords and tenants of retail malls and shopping centers in national, regional and local bankruptcy cases. His bankruptcy and restructuring Bar Admissions experience also spans many other industries, including technology, financial services and aviation. Texas, 1986

Court Admissions Experience U.S. District Court, Northern, TXCO Liquidating Trust Southern, Western and Eastern Counsel to a trust formed pursuant to the plan of reorganization confirmed Districts of Texas in bankruptcy cases of TXCO Resources Inc., a mid-size exploration and production company. Dykema assisted in the liquidation of the trust’s Education assets, including the sale of oil and gas properties located in multiple states. The liquidation resulted in a $17,500,000 payment to former The University of Texas School of holders of equity in TXCO and a multi-million dollar return to the Law, J.D., with honors, 1986 beneficiary of the trust. Trinity University, B.A., cum laude, 1983 In re TXCO Resources Inc., Chapter 11 Bankruptcy Case No. 09-51807, pending in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division Counsel to an exploration and production company who were Debtors in their chapter jointly administered 11 bankruptcy cases. Dykema began to assist TXCO’s management in negotiations with their lenders beginning in March 2009. Once a commitment for post-petition financing was obtained in an amount sufficient to avoid the need for immediate liquidation, chapter 11 was filed on May 17, 2009. Dykema played an instrumental role throughout the bankruptcy case, including obtaining approval of the $32,000,000 in debtor-in-possession financing over numerous objections, putting in place a sale process, introducing potential purchasers, and ultimately negotiating the terms of a sale for approximately $310,000,000 of significantly all of the assets of debtors, which provided for the payment in full of the creditors’ claims with interest and a multi-million dollar return to equity.

Counsel to Creditor – Emerging Technology Venture Fund Lead counsel for emerging technology venture fund which was the primary creditor in a chapter 11 bankruptcy case of a specialized candle and gift company in Austin, Texas.

Counsel to Unsecured Creditors Counsel for official committees of unsecured creditors in national and

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regional bankruptcy cases.

Bankruptcy – E-commerce Counsel for the chapter 11 trustee in a national e-commerce bankruptcy case in Austin, Texas.

Bankruptcy – Retail

● Ongoing representation of commercial landlords, including retail malls and shopping centers, in national, regional and local bankruptcy cases. Additionally, ongoing representation of numerous clients in connection with executory contract and lease issues as well as operational and claims matters related to those contracts and leases in national, regional and local bankruptcy cases.

● Ongoing representation of commercial landlords, including retail malls and shopping centers, in national, regional and local bankruptcy cases.

● Representation of debtor tenants and other parties regarding real estate lease issues in significant, complex chapter 11 bankruptcy cases. Experience includes representation in chapter 11 reorganizations of a regional discount retailer with 48 store leases and a national mall-based retailer with 711 store leases, including assumption/rejection, modification and claims issues.

● Representation of a computer maintenance and repair company in its chapter 11 case involving 80 real property leases.

Debt Restructuring Counsel – Home Health Agencies Representation of home health agencies, including debt restructuring through chapter 11 and negotiations with the Department of Health and Human Services regarding Medicare overpayments and other matters.

Video Production and Media Ongoing representation of full-service video production company and other media clients.

Debt Restructuring – Apartment Complexes Debt restructuring through chapter 11 reorganizations of several limited partnerships owning apartment complexes and handling of landlord/tenant issues related to the tenant leases.

Counsel to Commercial Landlords Representation of commercial landlords in the termination and modification of real property leases, including negotiating and drafting termination and modification agreements, in both bankruptcy and non-bankruptcy matters.

Property and Sales Tax Matters Representation of various clients regarding personal property and sales tax matters.

Seminars & Speeches IP Assets in Bankruptcy, Speaker, TexasBarCLE 32nd Annual Course on Advanced Intellectual Property Law: Overview of IP February 28, 2019

Memberships & Involvement

● State Bar of Texas

● American Bar Association

● San Antonio Bar Association

● American Bankruptcy Institute

● San Antonio Bankruptcy Bar Association

● Turnaround Management Association

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Awards & Recognition

● Recognized in The Best Lawyers in America® for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law, 2020 and 2021. Copyright 2015 by Woodward/White, Inc., Aiken, SC

● San Antonio Magazine, "2019 Top Attorneys," Bankruptcy Workout

● Martindale-Hubbell® AV® PreeminentTM Peer Review Rating

● S.A. Scene, "San Antonio’s Best Lawyers," Bankruptcy, 2005-2011, 2016, 2018

20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 44 of 51 California Illinois Michigan Minnesota Texas Washington, D.C. Jong-Ju Chang Member

Bloomfield Hills 39577 Woodward Avenue Suite 300 Bloomfield Hills, MI 48304

T: 248-203-0722 [email protected] Areas Of Practice Litigation Jong-Ju Chang is a member of Dykema’s Business Litigation Practice Business & Commercial Group in Bloomfield Hills, Michigan. Ms. Chang’s multi-faceted practice Bankruptcy, Insolvency & focuses on complex business and commercial litigation matters. She has Creditors' Rights achieved many successful outcomes in state, federal and appellate courts Product Liability as well as in alternative dispute resolution forums.

Industries Experience Financial Industry Group Ms. Chang has successfully represented clients in many areas of litigation, including: Bar Admissions ● Michigan, 2007 General commercial, contract and UCC disputes Wisconsin, 2007 ● Consumer finance litigation including cases arising under various state and federal consumer law and regulations Court Admissions ● Automotive supplier disputes, recall and warranty cost-recovery matters, and automotive industry class actions U.S. Bankruptcy Court, Eastern District of Michigan ● Product liability litigation

U.S. District Court, Eastern District ● Real estate litigation, including title priority disputes of Michigan ● Fraud, tortious interference and other business torts U. S. Court of Appeals, 6th Circuit ● Insurance litigation

Education ● Bankruptcy adversary proceedings, including preference, fraudulent University of Wisconsin, J.D., cum transfer, and other avoidance actions laude ● Commercial loan/mortgage disputes

● Order of the Coif ● Health care litigation

University of Michigan, M.S.W. ● Dealer/distributor termination disputes University of Michigan, B.A. ● Accounting malpractice disputes

News Nineteen Dykema Attorneys Listed as “Top Women Lawyers” in Hour Magazine March 17, 2016 Fifty-Nine Dykema Lawyers Named to 2013 Michigan SuperLawyers September 5, 2013

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Memberships & Involvement

● State Bar of Michigan

● Wisconsin Bar Association

● Oakland County Bar Association

● Detroit Regional Chamber, Leadership Detroit Program, Graduate of Class XL

Awards & Recognition Recognized in Michigan Super Lawyers® as a Rising Star for Business Litigation, 2012-Present

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Ann Arbor 2723 South State Street Suite 400 Ann Arbor, MI 48104

T: 734-214-7653 [email protected] Areas Of Practice Business Services Eric Jay is a Senior Attorney in Dykema’s Corporate Finance Practice Corporate Finance Group. Mergers & Acquisitions Private Equity, Venture Capital & His practice focuses on corporate transactions, including mergers and Mezzanine Finance acquisitions, financings, corporate formation and governance, and Technology & Sourcing negotiating key commercial agreements. Mr. Jay also has significant Transactions experience representing manufacturers, software developers, and other clients as both customers and vendors in a wide variety of technology and Cannabis Law outsourcing transactions, particularly with respect to autonomous vehicle Aviation & Aerospace and advanced mobility technologies. Antitrust & Trade Regulation Publications Industries "Energy Storage Handbook" Automotive Industry Group December 6, 2018 Mobility and Advanced Vol. 3 Transportation Team "Energy Storage Handbook" Energy Industry Group April 2018 Alternative & Renewable Energy Vol. 2 Energy Corporate "Energy Storage Handbook" Energy Lending Transactions October 2017 Energy Regulatory Vol. 1 Financial Industry Group "Application of U.S. Bankruptcy Code Safe Harbor Provisions to Power Purchase and Sale Agreements" Bar Admissions April 3, 2017 LexisNexis Practice Guide Michigan Washington "Real Property Practice Tip: Don't Be Misled By the Title – The Agricultural Foreign Investment Disclosure Act of 1978 Applies to More Than Just Agricultural Transactions" Education Winter 2017 Columbia Law School, J.D., 2013 WSBA Real Property Probate & Trust Newsletter

● Harlan Fiske Stone Scholar University of Michigan, B.A., with Awards & Recognition distinction, 2009 ● Named to the 2021 Best Lawyers "Ones to Watch" list for Corporate Law and Mergers & Acquisitions Law

20-51066-mar Doc 18 Filed 10/28/20 Entered 10/28/20 20:17:10 Page 47 of 51 California Illinois Michigan Minnesota Texas Washington, D.C. Danielle N. Rushing Associate

San Antonio Weston Centre 112 E. Pecan Street Suite 1800 San Antonio, TX 78205

T: 210-554-5528 [email protected] Areas Of Practice Bankruptcy, Insolvency & Creditors' Rights Danielle N. Rushing is an associate in Dykema’s San Antonio office, Business Services focusing her practice on bankruptcy and restructuring matters. She currently represents several multi-million dollar businesses, particularly in Appellate the oil and gas/energy, retail, national fitness chain, and transportation Litigation industry. Ms. Rushing has drafted and argued various motions in state and Financial Services Litigation – federal courts. Prior to joining the firm, Ms. Rushing clerked for the Commercial Honorable Craig A. Gargotta, United States Bankruptcy Judge for the Western District of Texas, and practiced as a commercial litigation associate with a civil litigation firm in San Antonio. While in law school, Ms. Industries Rushing interned in the chambers of the Honorable Craig A. Gargotta and Financial Industry Group the Honorable Catherine M. Stone, Chief Justice (Ret.) of the Fourth Court Energy Industry Group of Appeals of Texas, and with the Department of Justice’s U.S. Trustee Program. Additionally, Ms. Rushing served as a Senior Associate Editor for the St. Mary’s Law Journal. Bar Admissions Texas, 2016 Seminars & Speeches Court Admissions “Unwritten Rules for Practicing in Bexar County," co-presenter, San U.S. Bankruptcy Court, Eastern Antonio Bar Association Bench Motions and Trials District of Michigan October 18, 2019 U.S. Bankruptcy Court, Northern Business Bankruptcy Case Updates, co-author, Annual Jay L. Westbrook District of Texas Bankruptcy Conference (UTCLE) U.S. Bankruptcy Court, Eastern November 2018 District of Texas Legal Bandaids: Temporary Restraining Orders, Temporary Injunctions, U.S. Bankruptcy Court, Southern and Equitable Remedies, San Antonio Bar Association Bench Motions and District of Texas Trials U.S. Bankruptcy Court, Western May 4, 2018 District of Texas U.S. District Court, Eastern District of Michigan Publications U.S. District Court, Northern Business Bankruptcy Case Updates, co-author, Annual Jay L. Westbrook District of Texas Bankruptcy Conference (UTCLE) U.S. District Court, Eastern District November 2019 of Texas "Legal Bandaids: Temporary Restraining Orders, Temporary Injunctions, U.S. District Court, Southern and Equitable Remedies" District of Texas May 4, 2018 U.S. District Court, Western San Antonio Bar Association Bench Motions and Trials District of Texas "Use It or Lose It: Grappling with Classification of Post-Petition Sale Proceeds Under Chapter Seven Bankruptcy for Consumer Debtors in the Lone Star State" 2016

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47 St. Mary's L.J. 901 Education St. Mary's University School of News Law, J.D., 2016 Kaufman, Ryan, Rushing, Snyder and Yergensen Mentioned in Law360 Louisiana State University, B.S., Article on Gold’s Gym $100M Bankruptcy Sale 2013 July 14, 2020 Danielle Rushing Speaks About Pro Bono Work in Texas Bar Journal April 2020

Memberships & Involvement

● BCWBF Autumn Affair Chairwoman, 2020

● San Antonio Bar Foundation

● Member, 2020 SABF Fellows Program

● State Bar of Texas

● Member of the State Bar's Minimum Continuing Legal Education Committee

● Bankruptcy Section's Young Lawyers Committee, Non-Lawyer Outreach Liaison

● Women in Law Section, Member

● Bankruptcy Section, Member

● San Antonio Bar Association

● San Antonio Young Lawyers Association and Foundation, Board Member

● Bexar County Women’s Bar Association and Foundation

● Board Member

● Secretary, 2019-2020

● Vice President, 2020-21

● American Bankruptcy Institute, Member

● Larry E. Kelly American Bankruptcy Inn of Court, Web Administrator

● Junior League of San Antonio Fundraising Advisory Task Force, Member

● William S. Sessions American Inn of Court

● American Bar Association

● Texas Young Lawyers Association

● Texas Bar College

● Phi Kappa Phi

● St. Mary’s University Law Alumni Association

Community/Civic Activities

● San Antonio Stock Show & Rodeo, Life Member

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● Junior League of San Antonio’s COACH Program

● San Antonio Stock Show & Rodeo Fajita Corral Committee

Awards & Recognition

● Class of 2020-21 LeadershipSBOT

● San Antonio Magazine, "2019 Top Attorneys," Bankruptcy Workout

● Recognized by S.A. Scene in "San Antonio’s Best Lawyers" for Bankruptcy

● S.A. Scene, "San Antonio Rising Star"

● Selected as a member of the Bexar County Women's Bar Foundation's LEAD Academy's 2019 class

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Diane Guerrero Paralegal Dykema Gossett, PLLC 39577 Woodward Avenue Suite 300 Bloomfield Hills, MI 48304 (248) 203-0784 [email protected]

An experienced paralegal, I take pride in knowing the needs of my attorneys and clients and earning their trust. This quality allows me to quickly and effectively deliver pragmatic solutions to complex problems that meet or exceed expectations, and drive desired results.

 Forty-three years with Dykema Gossett, PLLC.  Multifaceted support to attorneys in bankruptcy and immigration. Also has background in all phases of litigation.  Communicates with court personnel and arranges for scheduling of hearings.  Proficient in several types of document drafting, review and analysis: review for responsive, non-responsive, privilege, and key/significant documents.  Draft various correspondence, motions, proof of claims, responses, affidavits of clients, attorneys’ fee affidavits, attorney fee applications, and proposed orders for filing in District and Bankruptcy Courts.  Monitors bankruptcy cases and maintains bankruptcy logs.  Research and background investigation using Lexis Advance, LexisNexis CourtLink, and PACER.  Experience working with clients to collect required documents and prepare case filings. Track case status, filing deadlines and status expiration dates  Anticipate needs proactively; take initiative to resolve problems; find solutions before asking for guidance; leadership; creative; superior time-management; work independently and with others.  Able to prioritize workload efficiently and effortlessly pivot between subject areas and matters.

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