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Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 1 of 21

TROUTMAN PEPPER HAMILTON SANDERS LLP Brett D. Goodman 875 Third Avenue , NY 1002 Telephone: (212) 704.6170 Fax: (212) 704.6288 Email:[email protected] -and- Douglas D. Herrmann Marcy J. McLaughlin Smith (admitted pro hac vice ) Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, 19801 Telephone: (302) 777.6500 Fax: (866) 422.3027 Email: [email protected] [email protected]

– and –

RIEMER & BRAUNSTEIN LLP Steven E. Fox, Esq. (admitted pro hac vice) Times Square Tower Seven Times Square, Suite 2506 New York, NY 10036 Telephone: (212) 789.3100 Email: [email protected]

Counsel for Agent

UNITED STATES BANKRUPTCY COURT DISTRICT OF

) In re: ) Chapter 11 ) CHRISTOPHER & BANKS CORPORATION, et al., ) Case No. 21-10269 (ABA) ) ) (Jointly Administered) Debtors. 1 ) ______

1 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s federal tax identification number, as applicable, are as follows: Christopher & Banks Corporation (5422), Christopher & Banks, Inc. (1237), and Christopher & Banks Company (2506). The Debtors’ corporate headquarters is located at 2400 Xenium Lane North, Plymouth, 55441. Case 21-10269-ABA Doc 124 Filed 01/27/21 Entered 01/27/21 15:42:36 Desc Main Document Page 2 of 21

DECLARATION OF SARAH BAKER IN SUPPORT OF DEBTORS’ MOTION FOR INTERIM AND FINAL ORDERS (A)(1) CONFIRMING, ON AN INTERIM BASIS, THAT THE STORE CLOSING AGREEMENT IS OPERATIVE AND EFFECTIVE AND (2) AUTHORIZING, ON A FINAL BASIS, THE DEBTORS TO ASSUME THE STORE CLOSING AGREEMENT, (B) AUTHORIZING AND APPROVING STORE CLOSING SALES FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES, (C) APPROVING DISPUTE RESOLUTION PROCEDURES, AND (D) AUTHORIZING CUSTOMARY BONUSES TO EMPLOYEES OF STORES

I, Sarah Baker, make this declaration pursuant to 28 U.S.C. § 1746:

I am Vice President and Assistant General Counsel of Hilco Trading, LLC (“Hilco

Trading”), the parent company and managing member of Hilco Merchant Resources, LLC

(“Hilco”) located at 5 Revere Drive, Suite 206, Northbrook, IL 60062.

Hilco is a retail consulting firm that, together with its syndication partner, Gordon

Brothers Retail Partners, LLC (“Gordon Brothers” and together with Hilco, “Agent”), is acting as

debtors’ and debtors’ in possession (collectively, the “Debtors”) exclusive agent to assist with

ongoing “store closing” or similar themed sales at certain of the Debtors’ retail locations that have

been designated by Debtors’ management for closing (the “Closing Sales”) pursuant to that certain

Letter Agreement Governing Inventory Disposition dated as of January 7, 2021, by and among

Hilco and Debtors (the “Store Closing Agreement”).

I submit this declaration (the “Declaration”) in support of the following motion:

Debtors’ Motion for Interim and Final Orders (A)(1) Confirming, on an Interim Basis, that the

Store Closing Agreement is Operative and Effective and (2) Authorizing, on a Final Basis, the

Debtors to Assume the Store Closing Agreement, (B) Authorizing and Approving Store Closing

Sales Free and Clear of All Liens, Claims, and Encumbrances, (C) Approving Dispute Resolution

Procedures, (D) Authorizing Customary Bonuses to Employees of Stores (Docket No. 16) (the

“Motion”). Although not required for purposes of approval of the Motion pursuant to sections 363

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or 365 of the Bankruptcy Code, I submit this Declaration and disclose Hilco’s connections to the

Debtors and Parties-In-Interest (as defined below) in support thereof. I have reviewed and am

familiar with the Motion and the relief sought therein.

The facts set forth in my Declaration are based upon my personal knowledge,

information, and belief, and upon records kept in the ordinary course of business that were

reviewed by me or other employees of Hilco Trading or Hilco, under my supervision and direction.

If called as a witness, I would testify to the facts set forth in this Declaration.

In the ordinary course of its business, Hilco Trading, Hilco, and Hilco’s affiliates

(collectively, “Hilco Global”) maintain a database for purposes of performing “conflicts checks.”

The database contains information regarding Hilco Global’s present and past representations and

transactions. I obtained a list of the Debtors, certain of the Debtors’ creditors, and other parties in

interest in the above-captioned cases from Debtors’ counsel for purposes of searching the

aforementioned database and determining the connection(s) which Hilco or its affiliates has with

such entities (collectively, the “Parties in Interest”). Hilco searched the aforementioned database

for the Parties in Interest identified in the attached Schedule 1.

Hilco’s search of the aforementioned database identified the connections listed on

and described in the attached Schedule 2.

Except with respect to Gordon Brothers, neither I, Hilco, nor any principal, partner,

director, officer, or employee thereof, nor any professional retained by Hilco has agreed to share

or will share any portion of the compensation to be received from the Debtors by Hilco with any

other person other than the principals and regular employees of Hilco.

Except with respect to entry into the Store Closing Agreement, performing services

pre-petition in connection with the Store Closing Agreement, and except as set forth in Schedule

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2, to the best of my knowledge, neither I, Hilco, nor any principal, partner, director, officer, or

employee thereof, nor any professional retained by Hilco, insofar as I have been able to ascertain,

is a creditor, equity security holder, or an insider of any of the Debtors.

To the best of my knowledge, neither I, Hilco, nor any principal, partner, director,

officer, or employee thereof, nor any professional retained by Hilco, insofar as I have been able to

ascertain, is or has been, within two years before the date of the filing of the petition(s) herein, a

director, officer or employee of any of the Debtors.

To the best of my knowledge, neither I, Hilco, nor any principal, partner, director,

officer, or employee thereof, nor any professional retained by Hilco, insofar as I have been able to

ascertain, holds or represents any interest adverse to the Debtors or their estates with respect to the

matter(s) upon which Hilco is engaged, by reason of any direct or indirect relationship to, or

connection with, or interest in, the Debtors or for any other reason.

As a part of its large and diverse business operations, Hilco (including its affiliates)

has previously, is currently, and may in the future appear or participate (as agent, consultant,

appraiser, professional, advisor, investor, principal or otherwise) in numerous cases, proceedings,

transactions and engagements, with, among other market participants, professionals, advisors,

banks and other lenders, landlords, restructuring firms, liquidation firms, vendors, insurance

carriers and brokers, operating companies, and equity and/or debt holders, each of whom may be

involved in these proceedings, may represent Parties in Interest in these cases, and/or may be

Parties in Interest in these cases (“Ordinary Course Interactions”). Except as otherwise set forth

on Schedule 2, none of the Ordinary Course Interactions are believed to be matters directly

connected or relating to the Debtors or these Chapter 11 cases, nor does Hilco believe that any of

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the Ordinary Course Interactions will interfere with or impair Hilco’s activities, actions,

responsibilities or objectives in these cases.

Hilco is conducting further inquiries regarding Hilco’s engagement by any creditors

of the Debtors, and upon conclusion of that inquiry, or at any time during the period of Hilco’s

engagement if Hilco should discover any facts bearing on the matters described herein, Hilco will

supplement the information contained in this Declaration.

[Remainder of page intentionally left blank]

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

statements are true and correct.

Dated: Northbrook, IL January __27, 2021

Sarah Baker Vice President & Assistant General Counsel Managing Member

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Schedule 1

Parties in Interest List Christopher & Banks Corporation

(some parties may appear in multiple categories)

Debtors Christopher & Banks Corporation Christopher & Banks, Inc. Christopher & Banks Company

Equity Holders of 5% or More Jonathan Duskin Macellum Retail Opportunity Fund, L.P. Cleveland Capital, L.P.

Current and Former (Last Three Years) Officers and Directors Jonathan Duskin Seth Johnson Kent Kleeberger (Chair) William F. Sharpe, III Allison M. Wing Keri Jones Richard Bundy Rachel Endrizzi Andrea Kellick Carmen Wamre

Debtors’ Proposed Professionals B. Riley Securities, Inc. f/k/a B. Riley FBR, Inc. Berkeley Research Group LLC Cole Schotz P.C. Dorsey & Whitney LLP Omni Agent Solutions

Secured Creditors Wells Fargo Bank, N.A. ALCC, LLC ReStore Capital, LLC

20 Largest Unsecured Creditors Cache Valley Bank Kostroma/Jiaxing Mengdi I.E Co. Presslink Limited Bluprint Clothing Corp. Simon Property Group LP

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Salesforce.Com Inc Kostroma/Hangzhou Jiayi Garment Co. Ltd. GGP Limited Partnership Letys Fashion Design Inc. Kostroma/Jiangsu Guotai Huasheng Industrial Co. Ltd. King Ah Knitting Factory Tanger Properties Limited Partnership Fed Ex Premium Outlet Partners LP Kostroma/Guotai Huasheng HK Kostroma/High Hope International Group Newest Appl Corp. Ltd. C O International Inc. BPR-FF LLC CBL & Associates Limited Partnership Pm&J Llc/Wuxi Jinmao Co.

United States Bankruptcy Court Judges for the District of New Jersey Judge Kathryn C. Ferguson, Chief Judge Judge Rosemary Gambardella Judge Michael B. Kaplan Judge Christine M. Gravelle Judge Andrew B. Altenburg, Jr. Judge Vincent F. Papalia Judge John K. Sherwood Judge Jerrold N. Poslusny, Jr. Judge Stacey L. Meisel

US Trustee’s Office – Region 3 – District of New Jersey Andrew Vara Martha Hildebrandt Adela Alfaro Michael W. Aponte Kirsten K. Ardelean Francyne D. Arendas Michael Artis Lauren Bielskie Peter J. D’Auria David Gerardi Ivette Gerhard Rosemarie Giles Tia Green Mitchell B. Hausman Joseph C. Kern Daniel C. Kropiewnicki Maggie McGee Tina L. Oppelt 8

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Robert J. Schneider, Jr. Jeffrey Sponder Fran B. Steele James Stives Benjamin Teich William J. Ziemer

Landlords CBL & Associates Mgmt., Inc. (LNA) (ND) Simon Property Group, Inc. (LNA) (LNA) Fox River Mall Watson Development LLC Glimcher Property LP (LNA) Montclair Center, LLC (LNA) Urban Retail Properties, LLC (LNA) Central Mall (KS) Animas (LNA) ACF Property Management, Inc. West Park Mall (MO) LNR Partners, LLC (LNA) Layton Ills Mall CMBS, LLC Greystone Servicing Company LLC CBRE, Inc., (WV) The Woodmont Company The CAFARO Company (LNA) (LNA) Lansing Mall, LLC (MI) Hill Partners, Inc. Otshan Properties Judd Road Group, LLC (LNA) MFC Beavercreek, LLC G&I VI Promenade, LLC PPG Shadow Lake Real Estate LLC PREP Property Group Aspen GRF2, LLC West Acres Development LLP Fox River Mall (LNA Fox River Mall Montclair Center, LLC (LNA) RPAI Holdco Management LLC CBRE, Inc. (CO) CBRE Denver Retail DDR Aspen Grove Lifestyle Center Properties, LLC 9

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Developers Diversified (LNA1) Simon Property Group, Inc. – Premium Outlets (LNA) Legacy Asset Management, LLC The Legends Outlet Tanger Properties LP (LNA) Tanger Management, LLC Tanger Branson LLC Craig Realty Group (LNA) Fortress Investment Group LLC (LNA) Retail Realestate Consultants NorthMarq Real Estate Services Singerman Real Estate, LLC Avison Young – Atlanta, LLC COROC/Myrtle Beach LLC AYA Management Services, LLC R.K. Getty Corporation Horizon Group Properties, L.P. Rockvale Vehicles, LLC Ed & Ed T. Enterprises, LLC (LNA) The John P,. Hicks Law Firm Northwest Asset Management Hartman Simon & Wood LLP Pigeon River Crossing, LLC Essex Outlets Fashion Outlets of Niagara (NY) Macerich Property Management Company (LNA) BTCI Limited Partnership ADCO Outlets LLC Avison Young – Atlanta, LLC Lawrence S. Rigie OVP Management, Inc. OVP Manaegment, Inc. David G. McDonough, Esq. NED New England Development Goulston & Storrs, PC Levin Management Corporation Chiesa Shahinian & Giantomasi PC The Lightstone Group (LNA) St. Augustine Outlets (FL) Natixis Real Estate Capital LLC Seaside Factory Outlet Center (OR) Pyramid Management LLC (LNA) Wind Creek Bethlehem Retail, LLC Singerman Real Estate LLC M.S. Management Associates, Inc. U.S. Properties Group, Inc.

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Socora Village Company MD Management, Inc. Cole Real Estate Investments Lakeport Road Investors LLC RH Johnson Company Chillicothe Mall, Inc. Eden Prairie Center (MN) RockStep Capital S VAPII Stones River (LNA) RockStep Janesville, LLC Greece Ridge, LLC (LNA) Valley River Center Village Mall Shopping Center (IL) Tabani Group , LLC CoolSprings Mall *(TN) Namco Realty LLC Stonemar Management LLC Northpark Mall (IA) Holdings, LLC Richland Mall (OH) Kana Realty Corporation (LL) General Growth Properties (LNA2) Mall NADG/SG Riverdale Village LP NADG/SG Riverdale Village LP (LNA-1) Northtown Mall (WA) Gart Companies, Inc. Berenbaum Weinshienk PC Zamias Services Jemal’s Boulevard LLC Tanurb Developments, Inc. Transwestern (MN) Fabyanske, Westra, Hart & Thomson PA (OR) Bellis Fair (WA) (WA) (MO) Pine Tree Commercial Realty LLC (LNA) Birchwood Mall LLC (MI) SouthPark Mall (IL) Westwood Mall (LNA) Westwood Mall LLC (MI) Daspin & Aument LLP

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Logan Valley Mall (PA) Commercial Ventures Inc. GK Development, Inc. (LMA2) Mall St. Matthews Mall of St. Matthews Sales Prescott Gateway Mall Realty Holding, LLC Prescott Gateway Mall Mt. Shasta Mall (LNA) Mt. Shasta Mall (CA) Brixmor Property Group, Inc. (Corp.) Birxmor Property group (LNA) (CA) Charter Realty Management Corp. The Prudential Insurance Company of America Port Charlotte Town Center Lexington Realty International (LNA) (KY) Cranberry Mall Properties LLC (LNA) Tumbridge Equities RSS WFRB 2011C3-NY OM LLC Spinoso Real Estate Group LLC (NY) Mountain Development Corp. (NY) Adar Johnstown LLC Key Bank Real Estate Capital (MN) Village at Jordan Creek (IA) Woodbury Corporation Goodale & Barbieri Company Wadsworth Development Group Skyway Regional Shopping Center, LLC (LNA) Kohan Retail Investment Group Nittany Nassim LLC Rivertown Crossing RiverTown Crossings (MI) ERSHIG Properties Mercer Mall (WV) LaRayne Morvig Watertown Mall (SD) Broad Reach Retail Partners LLC Lloyd Companies Centennial real Estate Management LLC (WA) Bayer Properties LLC

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The Pinnacle at Turkey Creek (TN) (WA) (MO) Bay City Mall (MI) University Mall (IL) (PA) (LNA) The Crossroads (MI) (LNA) Greenwood Mall (KY) Obsidian XV, LLC NAI Optimum Clearview Mall Capital Holding LLC Security National Master Manager LLC Lamotta Properties AZZ Real Estate Inc. BI Jamestown LLC Radiant Partners LLC Mall of Abilene (TX) WS Asset Management Inc. (LNA) Pinnacle Hills Promenade (AR) Tarragon Property Services LLC Investco Financial Corporation Brixton Capital (LNA) Satterfield Helm Management, Inc. Stiles Property Management Time Equities, Inc. College Square TEI Equities, LLC (TN) Valley Mall (VA) NAMCO Realty LLC (WY) L.L>C. (LNA) (LNA) (R) LLC ShopCore Properties Excel Trust LP (LNA-1) Liberty University (VA) Magic Valley Mall (ID) Park Mall Hamilton TC, LLC (LNA) (MI) Midland Mall Realty Holding LLC The Arboretum (IL)

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Core Commercial, Inc. Carson Development, Inc. Elkhart Holdings, LLC Superstition Springs Center (AZ) Durango Mall (CO) Rathbun Properties Arrowhead Towne Center (AZ) Capital Real Estate Services LLC Poag Shopping Centers LLC The Shops at Perry Crossing (IN) Rockstep Christiansburg LLC New River Valley Mall (VA) Salem Center Rialto Capital Advisors LLC Marquis Aurbach Coffing Pinnacle North IV, LLC Aldenwood Mall (WA) Wldenwood Mall Real Estate Development and Investment Company (REDICO) Property Managers, LLC Washington Prime Management Associates LLC Eastland Mall (IL) Southgate Mall (MT) KRE Colonie Owner LLC Garden City Plaza LLC (NY) Sayles & Evans Chase Properties Ltd. GJ Realty BEK Developers LLC Chase Properties Ltd. Washington Square LP Washington Square Limited Partnership (LNA) CBRE, Inc. (MN) Beaver Valley Mall (PA) DP Management LLC Monument Mall (NE) Midwest Holdings LLC Winona Mall LLC Dial Escanaba Mall 1, LP Pueblo Mall (CO) Renaissance Partners I, LLC (LNA) Midland Management LLC Rotterdam Square (NY) U.S. Retail Partners LLC (LNA)

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The Hutensky Group LLC (LNA) USPG Portfolio Two, LLC Sooner Fashion Mall (LNA) Pine Ridge Mall JC, LLC (LNA) Towne Mall Center KeyPoint Partners Rural King Realty LLC Sawnee Mall (OK) StreetMac LLC Timm & Garfinkel LLC Trigild IVL, LLC (Receiver) M&J Wilkow The Davis Companies Streets of Cranberry Dubois Mall (FL) (LNA) Colonial Properties Trust (LNA) (UT) West Lakes P&S LLC (LNA) Belden Village Mall (OH) PREIT Services, LLC (LNA-2) Valley Mall (MD) Valley Mall (WI) (IL) YTC Mall Owners, LLC (LNA) (ID) Northfield Square Mall (IL) St. Clair Square McKinley Mall (NY) Branson Landing HCW Private Development, LLC (PA) Gateway Mall (NE) Meyers, Roman, Friedberg & Lewis Crossroads Center (MN) Quincy-Cullinan, LLC (LNA) SM Eastland Mall, LLC Honey Creek Investment, LLC (LNA) Honey Creek Investments, LLC W-PT Metro Center Owner VIII, LLC South Towne Management, LLC (UT)

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Great Northern Mall (NY) Kandi Mall (MN) Foothills Mall Equities LLC Jeffrey R. Anderson Real Estate, Inc. Dinsmore & Shohi LLP Denny Elwell Company LC Ramco Gershenson Inc. Cushman & Wakefield U.S. Inc. (LNA) RC Muir Management LLC Marketplace Associates, LLC PR Capital City LP (LNA) 1125 East Johnson LLC Conway MacKenzie Dykema Gosset PLLC DLC Mgmt Corporation RPT Realty L.P. Old Vine Management Group, Inc. Streets of Tanasbourne, LLC RREEF Management Company (LNA) Westland Mall Realty LLC (WI) Rockstep Hutchinson, LLC Crain. Caton & James Chase Enterprises

Cash Management Banks: Wells Fargo JPMorgan Chase Sunflower Bank US Bank KeyBank Fifth Third Bank United Bank Regions Bank PNC Bank Branson Bank First Financial Bank Bank of Dells Neighborhood National Bank All America Bank (Formerly with Arvest) TNB Bank Wilson Bank & Trust The Huntington National Bank Badger Bank First State Bank of Red Wing

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Northway Bank Five Star Bank Commonwealth Bank & Trust Company Glens Falls National Bank and Trust Company Flagstar Bank NBT Bank Citizens Bank Arvest BBT Bank South State Bank Pinnacle Bank Commerce Bank Bank of America City National Bank BMO Harris Bank First National Bank & Trust CIBM Bank Hometown National Bank M&T Bank Orrstown Bank (formerly First Community Bank) Webster Bank Commercial Savings Bank F&M Bank & Trust First National Bank Wes Banco Inc. Midland States Bank Bank of the West Hawthorn Bank Chemung Canal Trust Company Equity Bank Trustco Bank People's United Bank Citizens National Bank First Bankers Trust Company Park National Bank CenterState Bank Coreplus Credit Union First Horizon Bank

Employee Benefit Providers ADP, LLC Wells Fargo Mercer Health & Benefits LLC BenefitFocus.com, Inc. Blue Cross Blue Shield of Minnesota MDX Medical, Inc. (d.b.a. Sapphire Digital)

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Delta Dental of Minnesota Vision Service Plan (VSP) DRT Benefits Corp. dba 121 Benefits Standard Insurance Company Metropolitan Life Insurance Company Crum & Forster – The North River Insurance Company (United States Fire Insurance Company) Liberty Mutual Insurance Company Sentry Insurance Company Chubb Insurance Travelers Insurance Company Bureau of Workers’ Compensation Workforce Safety & Insurance State of Department of Workforce Services, Division of Workers’ Compensation Washington State Department of Labor and Industries MetLife Group Legal Plan Fidelity Management Trust Company Mercer Investment Consulting, Inc. Meyer Hoffman McCann CBIZ

Customer Programs/Payment Processors Comenity Bank f/k/a World Financial Network Bank Paypal, Inc. WorldPay, LLC f/k/a Vantiv, LLC Fifth Third Bank

Other General Unsecured Creditors and Parties-in-Interest Automotive Rentals, Inc. ARI Fleet LT Avalera, Inc. Enterprise FM Trust Enterprise Fleet Management, Inc. ExxonMobil Nissan North America, Inc. WEX BANK Company Comenity Bank f/k/a World Financial Network Bank Comenity LLC Paypal, Inc. WorldPay, LLC f/k/a Vantive, LLC Fifth Third Bank

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Insurance Carriers Affiliated FM Insurance Company Endurance Risk Solutions Assurance Co. CNA / Continental Casualty Company XL Specialty Insurance Company Beazley Group / Syndicate 2623/623 at Lloyd’s AIG Specialty Insurance Company Liberty Mutual Insurance/Ohio Casualty Insurance Company CNA Commercial Insurance a/k/a The Continental Insurance Company North River Insurance Company United States Fire Insurance Company AXIS Insurance Company U.S. Specialty Insurance Company (Tobio Marine HCC) Travelers Property Casualty Co. / The Travelers Indemnity Company Willis Towners Watson Midwest, Inc. AFCO Credit Corporation International Fidelity Insurance Company a/k/a IFIC Harco National Insurance Company Allegheny Casualty Company CNA Paramount

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Schedule 2

a. Upon information and belief, the Debtors may have previously engaged Hilco Valuation Services, LLC (“HVS”) and/or its subsidiary Hilco Enterprise Valuation Services, LLC, each an affiliate of Hilco, as the Debtors’ inventory and/or intellectual property appraisers.

b. On the Petition Date, ReStore Capital, LLC (“RC”) took assignment of the Debtors’ asset-based loan with Wells Fargo Bank, N.A. RC is an indirect wholly owned subsidiary of Hilco. ALCC, LLC (“ALCC”) is a pre-petition lender to Debtors under term loan and vendor program agreements. In or about December, 2020, RC purchased 100% of the membership interests in ALCC.

c. Hilco provides store closing, inventory liquidation, and other related services to various retailers. From time to time, in matters wholly unrelated to the Debtors and these chapter 11 cases, Hilco syndicates and/or partners with B. Riley Retail – f/k/a Great American Group. Upon information and belief, B. Riley Retail is an affiliate of B. Riley Securities -- f/k/a B. Riley FBR, Inc. B. Riley Securities is the Debtors’ investment banker in these cases.

d. Salesforce.com is listed as a software provider to the Debtors. Hilco IP Services, LLC, d/b/a Hilco Streambank, an affiliate of Hilco, receives software services from Salesforce.com.

e. ADP, LLC is listed as a service provider to the Debtors. Hilco and its affiliates utilize ADP for payroll and other human resource related services.

f. Hilco and Simon Property Group (“SPG”) are each minority equity holders, together with other investors, in Authentic Brands Group, LLC (“ABG”). General Growth Property Group may also have invested in ABG. Additionally, Hilco and SPG each own a 50% membership interest in RC-SPG, LLC. These entities are unaffiliated with and unrelated to the Debtors and these chapter 11 cases.

g. Hilco Real Estate, LLC (“HRE”) provides lease acquisition, disposition, and restructuring services to its commercial real estate clients. In the course of providing such services, HRE, on behalf of its tenant clients, may have negotiated with one or more of the parties-in-interest identified as landlords of the Debtors. In connection with real estate disposition services, HRE may from time to time engage local brokers, including Cushman & Wakefield and CBRE, in connection with such services. In addition, HRE has provided lease acquisition, disposition and restructuring services to (i) BMO Harris Bank and (ii) US Bank. These engagements are unrelated to the Debtors and these chapter 11 cases.

h. Hilco and certain of its affiliates have a credit facility in place with Bank of America, N.A., as agent and lender, and Hilco is a borrower and a guarantor thereunder.

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JPMorgan Chase Bank, N.A., BMO Harris Bank, and U.S. Bank are also lenders under credit facility.

i. From time to time, Hilco and its affiliates in the past have engaged or currently engage the professional services of Berkeley Research Group and Cole Schotz in matters wholly unrelated to the Debtors and these chapter 11 cases.

j. In matters unrelated to the Debtors and these chapter 11 cases, Hilco and/or affiliates of Hilco currently provide or have previously performed asset valuation, furniture, fixture & equipment disposition services, real estate advisory, real estate appraisal, enterprise valuation services, inventory liquidation services, site security, and/or retail advisory services for (or related to) the following entities: (i) Bank of America, (ii) JP Morgan Chase Bank, (iii) Wells Fargo, (iv) Bank of the West, (v) Cole Schotz, P.C., (vi) Commerce Bank, (vii) Dorsey & Whitney, LLC, (viii) Equity Bank, (ix) Eversource, (x) Five Star Bank, (xi) Fifth Third Bank, (xii) Glen Falls National Bank and Trust Company, (xiii) Key Bank, Key Bank National Association and Key Bank Business Capital, which may be affiliated with Key Bank, (xiv) LNR Partners, LLC, (xv) M&T Bank, (xvi) Midland States Bank, (xvii) Namco, (xviii) NBT Bank, (xix) People's United Bank, (xx) PNC Bank, (xxi) Potomac Edison, (xxii) Regions Bank, (xxiii) The Huntington National Bank, (xxiv) Trustco Bank, (xxv) United Bank, (xxvi) University Mall, (xxvii) US Bank, (xxviii) Webster Bank and (xxix) Citizens Bank.

k. Because of the magnitude of the entire creditor list in these cases, it is possible that Hilco may represent or may have represented other creditors of the Debtors but does not represent any such creditors in connection with these cases. Hilco presently or in the past has served as a professional person in other matters, wholly unrelated to the Debtors or these cases, in which other attorneys, accountants and other professionals of the Debtors, creditors, or other parties in interest may have also served or serve as professional persons.

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