In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division

Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 1 of 21

Steven N. Serajeddini, P.C. (admitted pro hac vice) Michael A. Condyles (VA 27807) KIRKLAND & ELLIS LLP Peter J. Barrett (VA 46179) KIRKLAND & ELLIS INTERNATIONAL LLP Jeremy S. Williams (VA 77469) 601 Lexington Avenue Brian H. Richardson (VA 92477) New York, New York 10022 KUTAK ROCK LLP Telephone: (212) 446-4800 901 East Byrd Street, Suite 1000 Facsimile: (212) 446-4900 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 -and- Facsimile: (804) 783-6192

David L. Eaton (admitted pro hac vice) Jaimie Fedell (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Co-Counsel to the Debtors and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 ) Debtors. ) (Jointly Administered) )

DECLARATION OF DISINTERESTEDNESS OF PROPOSED ORDINARY COURSE PROFESSIONAL

I, Stephanie A. Sheridan, declare under penalty of perjury:

1. I am a Partner of Steptoe & Johnson LLP, located at, One Market Plaza Spear

Tower, San Francisco, CA 94105 (the “Firm”).

2. Le Tote, Inc. and its affiliates, as debtors and debtors in possession (collectively,

the “Debtors”), have requested that the Firm provide advice and counsel relating to retail law

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at http://cases.stretto.com/LeTote. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 2 of 21

compliance including advertising, privacy, etc. to Le Tote, Inc. and Lord & Taylor, LLC to the

Debtors, and the Firm has consented to provide such services.

3. The Firm may have performed services in the past, may currently perform services,

and may perform services in the future in matters unrelated to these chapter 11 cases for persons

that are parties in interest in the Debtors’ chapter 11 cases. The Firm, however, does not perform

services for any such person in connection with these chapter 11 cases, or have any relationship

with any such person, their attorneys, or accountants that would be adverse to the Debtors or their

estates.

4. As part of its customary practice, the Firm is retained in cases, proceedings, and

transactions involving many different parties, some of whom may represent or be employed by the

Debtors, claimants, and parties in interest in these chapter 11 cases.

5. In the ordinary course of its business, the Firm maintains a database for purposes

of performing “conflict checks.” The Firm’s database contains information regarding the Firm’s

present and past representations. Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), I obtained a list of the entities identified in Bankruptcy Rule

2014(a) from counsel to Debtors, Exhibit 1 hereto, for purposes of searching the aforementioned

database and determining the connection(s) which the Firm has with such entities. The Firm’s

search of the database identified the following connections:

6. The Firm has represented and continues to represent a number of the entities (or

affiliates of these entities) in matters not directly related to this chapter 11 case and unrelated to

the Debtors. The Firm does not believe that such representations cause any unwaivable conflicts

in this chapter 11 case.

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7. The Firm, and its attorneys, has previously, currently represent and in the future

will likely represent debtors, creditors and equity holders and other interested parties in cases

unrelated to this chapter 11 cases wherein one or more of our lawyers have provided advice and

other professional services. The Firm does not believe that such representation causes any

unwaivable conflict in this chapter 11 case.

8. The Firm, and its attorneys, have represented, represents, and in the future will

likely represent debtors, creditors and equity holders and other interested parties in cases unrelated

to this chapter 11 case wherein one or more of the Bankruptcy Judges and/or U.S. Trustee

employees, and/or other professionals identified on Exhibit 1 have been involved, in their capacity

as such, in the matter upon which the Firm provided representation. The Firm does not believe

that such representation causes any conflict in this chapter 11 case.

9. Neither I nor any principal, partner, director, officer, etc. of, or professional

employed by, the Firm has agreed to share or will share any portion of the compensation to be

received from the Debtors with any other person other than the principal and regular employees of

the Firm.

10. Neither I nor any principal, partner, director, officer, etc. of, or professional

employed by, the Firm, insofar as I have been able to ascertain, holds or represents any interest

materially adverse to the Debtors or their estates with respect to the matter(s) upon which the Firm

is to be employed.

11. The Debtors owe the Firm $3,204.07 for prepetition services ($3,086.07 for Le

Tote, Inc. and $118.00 for Lord & Taylor, LLC), the payment of which is subject to limitations

contained in title 11 of the United States Code. The Firm has agreed to be retained as special

counsel pursuant to 11 U.S.C. § 327(e), and the Firm’s prepetition claim is not being waived and

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shall be administered in accordance with the claims procedures for allowance and treatment of

unsecured prepetition claims in this case. The Firm represented the Debtors prior to the bankruptcy

proceeding and received payments, including payments within the 90-days immediately prior to

the commencement of the bankruptcy proceeding, for services it provided.

12. As of the Petition Date, which was the date on which the Debtors commenced these

chapter 11 cases, the Firm was not party to an agreement for indemnification with certain of the

Debtors.

13. The Firm is conducting further inquiries regarding its retention by any creditors of

the Debtors, and upon conclusion of that inquiry, or at any time during the period of its

employment, if the Firm should discover any facts bearing on the matters described herein, the

Firm 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 is true

and correct to the best of my knowledge and belief.

Dated: 10/30/20 Respectfully submitted,

Stephanie A. Sheridan

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Exhibit 1 Case 20-33332-KLP Doc 506 Filed 10/30/20 Entered 10/30/20 19:46:48 Desc Main Document Page 7 of 21

Debtors Mark Fedorowycz Le Tote, Inc. Helena Foulkes French Tote LLC Stephen Gold Le Tote, LLC Elliot Grundmanis Lord & Taylor LLC Bari Harlam LT Card Company LLC Patricia Heaney Suzanne Lee Equity Holders (>5%) Janis Leigh HBC US Propco Holdings LLC Jeffrey Levy Brett Northart Kerry Mader Azure Capital Partners III, L.P. Marc Metrick Rakesh Tondon Bruce Moore Accelerate-IT Ventures Fund I, LP Mindy Novack Sayen Pather Current D&Os Franco Perugini Rakesh Tondon Ian Putnam Brett Northart Edward Record Ed Kremer Becky Roof Robert Wehrle Kurt Schneider David MacDougall David Schwartz Charlie Bowman Lu Zhang Dan Mickelson Michael Van Den Berg Debtor Professionals Robert Escobar Kirkland & Ellis LLP Matt Krueger Berkeley Research Group, LLC Pamela Corrie HMAdviseCo, LLC dba Nfluence Partners Matthew Kahn BA Securities, LLC Mike Kwatinetz Katten Muchin Rosenman LLP Bankruptcy Management Solutons dba Former D&Os Stretto Theodore Li Hilco Merchant Resources, LLC Ruth Hartman Gordon Brothers Retail Partners, LLC Jana Beiswenger Paul Hastings LLP Brian Hoke Eckert Seamans Cherin & Mellott, LLC Lauren Rosenthal Crenshaw, Ware & Martin, PLC Neera Graf Kristen Nesbit Creditors Professionals Lauren Miller Choate Hall & Stewart LLP Nicholas Fairbairn Otterbourg P.Cc. Vijay Khare Willkie Farr & Gallagher LLP James Tagliani Whiteford, Taylor & Preston LLP Amy Ard McGuireWoods LLP Jennifer Grasso Williams Mullen Shyam Sundar Pick & Zabicki LLP Richard Baker Goulston & Storrs PC Andrew Blecher Connolly Gallagher LLP

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Hunton Andrews Kurth LLP State Of Idaho Waldrep LLP Illinois Dept Of Revenue Zemanian Law Group Indiana Dept Of Revenue Jeffer Mangels Butler & Mitchell LLP Kansas Dept Of Revenue Holland & Knight LLP Kentucky State Treasurer Troutman Pepper Hamilton Sanders LLP Kentucky State Treasurer Lazarus & Lazarus, P.C. Louisiana Dept Of Revenue Stinson LLP Massachusetts Department Of Revenue Klestadt Winters Jureller Southard & State Of Maryland Stevens, LLP Comptroller Of The Treasury Becket & Lee LLP Maine Bureau Of Taxation Michigan Dept Of Treasury Insurers Missouri Dept Of Revenue CHUBB Missouri Dept Of Revenue AXA Ms Department Of Revenue Liberty Mutual Montana State Treasurer Allianz North Carolina Dept Of Revenue NFIP Nebraska Dept Of Revenue Western World Insurance Company New Mexico Revenue Division Underwriters at Lloyd's Nys Income Tax Tokio Marine Ohio Dept Of Taxation STARR Ohio Dept Of Taxation Hanover Ohio Dept Of Taxation Beazley Oklahoma Tax Commission Great American Oklahoma Tax Commission Oregon Dept Of Revenue Surety / Insurance Brokers PA Dept Of Revenue ASCO Ri Division Of Taxation South Carolina Tax Commision Surety Bonds Utah State Tax Commission Philadelphia Indemnity Insurance Company Virginia Dept Of Taxation Virgin Islands Taxing, Regulatory Authorities Vermont Dept Of Taxes Alabama Income Tax Division Wisconsin Dept Of Revenue Alabama Dept Of Revenue Wisconsin Dept Of Revenue Alabama Income Tax Division West Virginia State Tax Dept Arkansas Dept Of Finance Guam Department of Revenue and Taxation Arizona State Dept Of Revenue CA Employment Development Department State Of Colorado Dept Of Rev Alabama Dept Of Revenue Connecticut Dept Of Revenue Louisiana Dept Of Revenue Connecticut Dept Of Revenue Alabama Dept Of Revenue DC Treasurer Oklahoma Tax Commission State Of Delaware City Of Birmingham Georgia Dept Of Revenue City Of Birmingham Hawaii State Tax Collector Jefferson County Treasurer State Of Iowa Gadsden Revenue Dept

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Bessemer Alabama Tax Department City Brook Park City Of Haleyville Lorain City Tax Denver Manager Of Revenue Maumee City Aurora Sale Tax Division City Of Bellefontaine City Of Greenwood Village Lima City City Of Wilmington City Of Norwood City Of Wilmington Head Tax City Of Huber Heights Lexington Fayette City Of Sharonville Louisville/Jefferson County City Of Vandalia Income Tax City Of Bowling Green City Of Twinsburg Fayette County Public School Ohio School District Director Of Finance Harrisburg City Scott County Philadelphia Dept Of Rev Treasurer City Of Owensboro City Of Pittsburgh City Of Hopkinsville City Of Allentown Scott County Schools Collector Of Taxes Bourbon County Occup Lic Fee Berks Eit Bureau Treasurer City Of Detroit Springfield Income Tax Division City Income Tax Dept City Of Hamtrack Treasurer Treasure City Of Lansing City Of Muskegon Treasurer City Of Pontiac North Ridgeville City Treasurer City Of Higland Park City Of Sheridan Treasurer City Of Flint City Of Covington City Of Battle Creek City Of Greenville City Of Walker Boyd County Occupational Tax City Of Saginaw City Of Pittsburgh Em-1 Tax City Of Kansas City Missouri Leslie County Collector Of Revenue City Of Ashland City Of Akron Ohio State Of California / Employment City Of Canton Development Department City Of Cincinnati Colorado Department Of Labor And City Of Cincinnati Tax Bureau Employment Central Collection Agency Florida Department Of Revenue Columbus City Treasurer North Carolina Department Of Revenue City Of Dayton Tax North Carolina Department Of Employment Regional Income Tax Agency Services City Of Parma NYS Employment Contributions And Taxes City Of Stow NYS Employment Contributions And Taxes Commision Of Tax City Of Toledo Ohio Department Of Taxation City Of Westerville Ohio Department Of Job And Family City Of St Bernard Services City Of Hamilton Oklahoma Tax Commission City Of Mansfield Oklahoma Employment Security City Of Cuyahoga Falls Commission City Of Dublin Oregon Department Of Revenue City Of Warren Oregon Department Of Revenue

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Office Of Uc Tax Services Central Maine Revenue Services Operations Division Wyoming Department Of Revenue PA Department Of Revenue Alabama Department Of Revenue Utah State Tax Commission Michigan Department Of Treasury VEC Central Office Michigan Department Of Treasury Employment Security Department Mississippi Tax Commission Oregon Department Of Revenue Oklahoma Tax Commission The City Of Mason Tax Office South Carolina Department Of Revenue The City Of Reynoldsburg Regional Income Tennessee Department Of Revenue Tax Agency West Virginia Department Of Revenue City & County Of San Francisco Alabama Department Of Revenue Stockton Department Of Revenue Arkansas Department Of Revenue Illinois Department Of Revenue Arizona Department Of Revenue Massachusetts Department Of Revenue Colorado Department Of Revenue Minnesota Department Of Revenue Washington Dc Department Of Revenue New York Department Of Revenue Florida Department Of Revenue Oklahoma Department Of Revenue Georgia Department Of Revenue Tennessee Department Of Revenue Illinois Department Of Revenue Texas Department Of Revenue Kentucky Department Of Revenue Wisconsin Department Of Revenue Louisiana Department Of Revenue And West Virginia Department Of Revenue Taxation California Department Of Revenue Massachusetts Department Of Revenue Colorado Department Of Revenue Maryland Comptroller Of The Treasury Washington Dc Department Of Revenue Michigan Department Of Treasury Florida Department Of Revenue Michigan Department Of Treasury Georgia Department Of Revenue Michigan Department Of Treasury Illinois Department Of Revenue Michigan Department Of Treasury Massachusetts Department Of Revenue Minnesota Department Of Revenue Michigan Department Of Treasury Mississippi Tax Commission Minnesota Department Of Revenue North Carolina Department Of Revenue Mississippi Department Of Revenue N.J. Division Of Taxation North Carolina Department Of Revenue Pennsylvania Department Of Revenue New York Department Of Revenue Pennsylvania Department Of Revenue Ohio Department Of Revenue State Of Rhode Island Oklahoma Department Of Revenue South Dakota Department Of Revenue Pennsylvania Department Of Revenue Texas Comptroller Of Public Accounts Tennessee Department Of Revenue Virginia Department Of Revenue Texas Department Of Revenue Virginia Department Of Revenue Virginia Department Of Revenue Utah State Tax Commission Washington Department Of Revenue Hawaii State Tax Collector Wisconsin Department Of Revenue Illinois Department Of Revenue West Virginia Department Of Revenue Ohio Department Of Taxation Wyoming Department Of Revenue California Department Of Tax & Fee Illinois Department Of Revenue Administration Division Of Taxation Montgomery County Tax Department Illinois Department Of Revenue Taxation And Revenue Department

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NYS Promptax - Sales Tax Ohio Department Of Taxation Vermont Department Of Taxes Ohio Department Of Taxation Washington State Department Of Revenue Cloverleaf Lsd Connecticut Commissioner Of Revenue CCA - Division Of Taxation Services RITA Tax Authority Indiana Department Of Revenue RITA Tax Authority Nevada Department Of Taxation RITA Tax Authority Illinois Department Of Revenue RITA Tax Authority Connecticut Commissioner Of Revenue Parma Department Of Revenue Services RITA Tax Authority Connecticut Commissioner Of Revenue Lorain Department Of Revenue Services Amhest Department Of Revenue Washington Dc Department Of Revenue RITA Tax Authority Washington Dc Department Of Revenue RITA Tax Authority Washington Dc Department Of Revenue Lorain Department Of Revenue Delaware Department Of Revenue RITA Tax Authority Florida Department Of Revenue RITA Tax Authority Illinois Department Of Revenue Parma Department Of Revenue Illinois Department Of Revenue Pennsylvania Department Of Revenue Massachusetts Department Of Revenue Pennsylvania Department Of Revenue Massachusetts Department Of Revenue Millbourne Borough Tax Office Massachusetts Department Of Revenue East Whiteland Twp Tax Office Massachusetts Department Of Revenue Tunkhannock Twp Tax Collector Massachusetts Department Of Revenue New Ringgold Tax Department Massachusetts Department Of Revenue Lower Merion Twp Tax Department Maryland Comptroller Of The Treasury Upper Merion Twp Tax Department Maryland Comptroller Of The Treasury Wilkes Barre Twp Tax Department Michigan Department Of Treasury Montgomery Twp Tax Department Michigan Department Of Treasury North Coventry Twp Tax Department Missouri Department Of Revenue Dalton Tax Department Missouri Department Of Revenue Benton Twp Tax Department St Louis Collector Of Revenue East Brandywine Twp Tax Department Mississippi Tax Commission Whitemarsh Twp Tax Department Mississippi Tax Commission Lenox Twp Tax Department New Hampshire Department Of Revenue Philadelphia Department Of Revenue Administration Philadelphia Department Of Revenue N.J. Division Of Taxation Bethlehem City Tax Department N.J. Division Of Taxation Hazelton City Tax Department N.J. Division Of Taxation Dunmore Borough Tax Collector New York Department Of Revenue City Of Allentown Tax Department New York Department Of Revenue Borough Of Pottstown NYC Department Of Finance Penn Hills Twp Tax Collection Yonkers Department Of Revenue New Hope Borough Tax Department Yonkers Department Of Revenue Kingston Twp Tax Department New York State Department Of Taxation New Cumberland Borough Tax Department And Finance Coolbaugh Tax Department

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Darby Township Municipal Building Ashley Borough Tax Department Jenkintown Borough Tax Department Avoca Borough Tax Department Lower Gwynedd Twp Bear Creek Twp Tax Department Chester Twp Tax Department Berwick Borough Tax Department Abington Twp Tax Department Bethlehem Township Tax Department Carbondale Twp Tax Department Blakely Borough Tax Department Kingston Tax Department Borough Of Bridgeport Tax Department Columbia County Tax Office Burlington Twp Tax Department Cass Twp Tax Department Butler Twp Tax Department Township Of East Union Tax Department Butler Twp Tax Department New Castle Twp Tax Department Carbondale City Tax Department Springfield Twp Tax Department Chester City Tax Department Lower Southampton Twp Tax Department Chestnut Hill Twp Tax Department Kidder Twp Tax Department Clarks Green Borough Tax Department Plymouth Township Tax Department Clarks Summit Borough Tax Department Bushkill Twp Tax Department Clifoton Twp Tax Department Moore Twp Tax Department Collegeville Borough Tax Department Salex Twp Tax Department Conyngham Borough Tax Department Yeadon Borough Tax Department Conyngham Twp Tax Collector Lake Township Tax Department Courtdale Borough Tax Department Bensalem Twp Tax Department Dallas Borough Tax Collector Bristol Tax Department Dallas Twp Tax Collector Falls Twp Tax Department Dennison Twp Tax Department Lower Makefield Twp Tax Department Dickson City Tax Department Morrisville Tax Department Dorrance Twp Tax Department Yardley Borough Tax Department Dupont Borough Tax Department Tredyffrin Township Tax Office Duryea Borough Tax Department Collingdale Borough Tax Department East Fallowfield Twp Tax Department Darby Township Municipal Building East Goshen Twp Tax Department Glenolden Borough Tax Department East Lampeter Twp Tax Department Havertown Twp Tax Department East Norriton Twp Tax Department Lansdowne Borough Tax Department East Stroudsburg Borough Tax Department Marple Twp Tax Department Easton City Tax Department Radnor Twp Tax Department Eaton Twp Tax Department Springfield Twp Tax Department Pine Twp Tax Department Upper Darby Twp Tax Office Edwardsville Borough Tax Department Upper Providence Twp Tax Department Emmaus Borough Tax Department Lower Merion Twp Tax Department Exeter Twp Tax Department Narberth Borough Tax Department Fairmount Twp Tax Department Upper Merion Twp Tax Department Fairview Twp Tax Department Dingman Twp Tax Department Falls Twp Tax Department Clinton Twp Tax Collector Fishing Creek Twp Tax Department Honesdale Borough Tax Department Forest City Borough Tax Department Prompton Borough Tax Department Forty Fort Borough Tax Department South Cannan Twp Tax Department Foster Twp Tax Department Archbald Tax Department Foster Twp Tax Department

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Fountain Hill Borough Tax Department Newport Twp Tax Department Franklin Park Borough Tax Department Norristown Borough Tax Department Franklin Twp Tax Department North Whitehall Township Tax Department Glenburn Township Tax Department Northampton Borough Tax Department Hilltown Twp Tax Department Noxen Twp Tax Department Hanover Twp Tax Dept Nuangola Borough Tax Department Hanover Twp Tax Dept Old Forge Borough Tax Department Hanover Twp Tax Dept Olyphant Borough Tax Department Harveys Lake Borough Tax Department Pen Argyl Borough Tax Department Hemlock Township Tax Dept Penn Forest Twp Tax Department Hereford Twp Tax Department Borough Of Phoenixville Tax Department Herrick Twp Tax Department Pittston City Tax Department Hughestown Borough Tax Department Pittston Twp Tax Department Hunlock Twp Tax Department Plains Twp Tax Department Huntington Twp Tax Department Plymouth Borough Tax Department Jackson Twp Tax Department Pocono Twp Tax Department Jackson Twp Tax Department Polk Twp Tax Department Jefferson Twp Tax Department Pringle Borough Tax Department Jenkings Twp Tax Department Telford Borough Tax Department Jermyn Borough Tax Department Rice Township Tax Department Laflin Borough Tax Department Ross Twp Tax Department Lake Township Tax Department Salem Twp Tax Department La Plume Twp Tax Collector Salisbury Twp Tax Department Larksville Borough Tax Department Scott Twp Tax Department Laurel Run Borough Tax Department Scrubgrass Township Tax Department Thornhurst Twp Tax Department Shenandoah Borough Tax Department Lehman Twp Tax Collector Shickshinny Borough Tax Department Lehman Twp Tax Collector Shrewsbury Twp Tax Department Limerick Twp Tax Department Skippack Twp Tax Department Lower Providence Twp Tax Department Slocum Twp Tax Department Luzerne Borough Tax Department Smithfield Twp Tax Department Malvern Borough Tax Department South Abington Twp Tax Department Middle Smithfield Twp Tax Department South Whitehall Twp Tax Department Middletown Borough Tax Department Spring Brook Twp Tax Department Millville Borough Tax Department Stroud Twp Tax Department Monrow Twp Tax Department Stroudburg Borough Tax Department Moosic Borough Tax Department Sugar Notch Borough Tax Department Scranton Single Tax Office Exeter Borough Tax Department Moscow Borough Tax Department Sugarcreek Borough Tax Department Mt. Carmel Township Tax Collector Sugarloaf Twp Tax Department Mount Pocono Tax Department Swoyersville Borough Tax Department Nanticoke Tax Department Tamaqua Borough Tax Department Nazareth Borough Tax Department Taylor Borough Tax Department Nescopeck Twp Tax Department Throop Borough Tax Department New Stanton Borough Tax Department Towamencin Twp Tax Department New Vernon Twp Tax Department Tunkhannock Twp Tax Collector

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Union Twp Tax Department Nassau County Tax Department Union Twp Tax Department Somerset County Tax Department Upper Macungie Twp Tax Department Montgomery County Tax Department Upper Providence Twp Tax Department Fairfax County Tax Department Upper Uwchlan Township Tax Department Monmouth County Tax Department Warrior Run Borough Tax Department Morris County Tax Department Washington Twp Tax Department Passaic County Tax Department West Chester Borough Tax Department Cook County Tax Department West Norriton Twp Tax Department Oakland County Tax Department West Pittston Borough Tax Department Howard County Tax Department West Wyoming Borough Tax Department Erie County Tax Department White Haven Borough Tax Department Mercer County Tax Department Whitehall Twp Tax Department Bergen County Tax Department Wilkes Barre Twp Tax Department Suffolk County Tax Department Wilkes Barre Twp Tax Department Middlesex County Tax Department Worcester Twp Tax Department Essex County Tax Department Wright Twp Tax Department Norfolk County Tax Department Wyoming Borough Tax Department Middlesex County Tax Department Yatesville Borough Tax Department Suffolk County Tax Department Black Creek Twp Tax Department Cook County Tax Department Hazle Twp Tax Department Hartford County Tax Department Sugarloaf Twp Tax Department Onondaga County Tax Department West Hazleton Borough Tax Department Fairfield County Tax Department Mcadoo Borough Tax Department Nassau County Tax Department Pottsville Tax Department Washington DC Tax Department Kline Twp Tax Department Monroe County Tax Department Banks Twp Tax Department Fairfield County Tax Department Forks Twp Tax Department Montgomery County Tax Department Horsham Township Tax Department Montgomery County Tax Department Lititz Borough Tax Department Albany County Tax Department Bloomsburg Tax Department Palm Beach County Tax Department South Centre Twp Tax Department Suffolk County Tax Department Northampton Twp Tax Department Westchester County Tax Department Tobyhanna Twp Tax Department Rockingham County Tax Department Plymouth Township Tax Department New York County Tax Department Ambler Borough Tax Department Upper Southampton Twp Tax Department ABL Credit Agreement Virginia Department Of Revenue Wells Fargo, National Association Virginia Department Of Revenue West Virginia Sales Tax Unit Term Loan Credit Agreement San Joaquin County Tax Department Wells Fargo, National Association San Francisco County Tax Department TCG BDC, Inc. Westchester County Tax Department TCG BDC II, Inc. Bergen County Tax Department Carlyle Private Credit Fund Fairfield County Tax Department Union County Tax Department

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Seller Note SUPREME INTL HBC Propco Holdings, LLC SANCTUARY CLOTHING Lord & Taylor Holdings, LLC JONES NY ME TOO Inventory Note DEMOCRACY HBC Propco Holdings, LLC BETSY N ADAM SALES Lord & Taylor Holdings, LLC MANHATTAN BEACHWEAR INC PACIFIC ALLIANCE USA INC Letter of Credit Kirkland & Ellis LLP Silicon Valley Bank FACEBOOK INC. Central Valley Industrial Core Holdings, Berkeley Research Group, LLC LLC XCEL-CT MFG LLC LUCKY BRAND BATHING SUITS Master Proceeds Agreement WACOAL AMERICA INC. Liquidity Capital II L.P. HIGHLINE UNITED LLC THE LEVY GROUP/LAUNDRY Unsecured Credit Facility NINA FOOTWEAR CORP. ClearBank, Ltd. URBAN OUTFITTERS WHSL INC DAVID PEYSER SPORTSWEAR INC. Vendors FLIK INTERNATIONAL CORP-417632 G III LEATHER FASHIONS INC QUAD/GRAPHICS INC. POLO/RALPH LAUREN CORPORATION KASPER GROUP,LLC MICHAEL KORS WHOLESALE HFC PRESTIGE PRODUCTS INC. LOCKBOX KOMAR INTIMATES LLC 360I LLC FRENCH CONNECTION L'OREAL LANCOME KURT GEIGER LTD Alvarez & Marsal Private Equity AMEREX OF CALIFORNIA Performance Improvement Group, LLC LEVI'S STRAUSS & CO. CHUBB LEON MAX INC. XSCAPE EVENINGS LTD EUROITALY INC/FEI CALERES,INC LUCKY BRAND DUNGAREES,LLC CHANEL INC THOMPSON LOCK & SUPPLY CORP. RALPH LAUREN CHILDRENWEAR MAMIYE BROTHERS INC STEVEN MADDEN LTD. OXFORD APPAREL CRITEO CORP TOMS SHOES INC. FOWNES BROTHERS AND CO S. ROTHSCHILD AND COMPANY DESIGNER FRAGRANCE DIV THE ECHO DESIGN GROUP INC. NIC + ZOE UPS V. FRAAS Bounce Exchange Inc. CHRISTIAN DIOR PERFUMES, INC. MIRACLESUIT BY SWIMSHAPER Ceridian HCM, Inc. CALVIN KLEIN KIDS UNDERWEAR TOMMY BAHAMA Deloitte KIEHL'S SINCE 1851 UNDER ARMOUR KATE SPADE & COMPANY GBG USA INC ERP Logic, LLC LXR LXUE,INC ALEX APPAREL GROUP, INC. DESIGNER GROUP

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SUPREME INTERNATIONAL CORP. FGL Labs BERNARD CHAUS INC. City of Stockton L2T INC Coast Fire Equipment AFCO Comcast KAREN KANE NYC Water Board SALANT CORPORATION Manhasset Lakeville GENESCO/JOHNSON & MURPHY United Water PricewaterhouseCoopers LLP Westfarms Associates VINCENT CAMUTO LLC Aqua Pennsylvania/70279 Facebook, Inc. Water Revenue Bureau KAYSER-ROTH CORPORATION Incorporated Village of Garden City, NY BAK GIRLS INC DC Water and Sewer Authority SDI Industries, Inc UNITED WATER NEW JERSEY MARC JACOBS INTERNATIONAL LLC Borough of Paramus, NJ JOCKEY Boston Water and Sewer Commission CAROLE HOCHMAN DESIGN GROUP Aquarion Water Company of CT INTER PARFUMS LUXURAY BRANDS Suffolk County Water Authority - NY CREATIVE IMPORTS,LLC Garden State Plaza THE JEWELRY GROUP INC Village of Northbrook, IL HUDSON CLOTHING INC Washington Suburban Sanitary Commission HUGO BOSS FASHIONS INC. City of Novi, MI GBG USA INC.C/O THE CIT GROUP Town of Burlington, MA RALPH LAUREN FOOTWEAR INC. Township of Woodbridge Sewer Utility ADRIANNA PAPELL EVENING Middlesex Water Company MYSTIC INC Braintree Water & Sewer Dept DOLCE VITA FOOTWEAR INC South Huntington Water SYNCLAIRE BRANDS INC Township of Wayne, NJ LALI JEWELERY INC. Village of Nyack Water Dept., NY PREMIUM DENIM LLC/PAIGE DENIM Loudoun Water ADIDAS AMERICA INC City of Boca Raton, FL Fairfax Water - VA HR Benefits Vendors Township of Livingston, NJ Cigna Rockaway Township Municipal Utility Voya Elizabethtown Water Company USI Bridgewater Township Reliance New Jersey American Water Benefit Express Company/371331 Matrix Town of Westfield, NJ Caremark Eatontown Sewer Authority Ceridian Lawrence Township Tax Office Township of Freehold, NJ Utilities Tax Collector, City of Danbury, CT PG&E Trumbull WPCA Waste Management Town of Natick, MA Kinetix Albany Water Utility Telecom City of Syracuse

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Village of Schaumburg, IL Stuyvesant/Approved Oil Compa King of prussia UNITIL NH Gas Operations Pennsylvania-American Water Company Ridgehill Wyoming Valley Sanitary Authority Baltimore Gas & Electric Co City of Wilkes-Barre- Sewer Maint Fee EDF Energy Services, LLC Wilkes-Barre Township Sewer Maintenance CONEDISON SOLUTIONS Central-16 West 39 Manhasset - LIPA Town of Salem, NH Manhasset - LIPA Township of Moorestown, NJ Constellation NewEnergy/4640 City of Stamford WPCA Westchester Con Edison (15) Taubman Auburn Hills Associates LP Westchester Con Edison (33) Intelligent Energy Westchester Con Edison (38) New York Steam Consolidated Westchester Con Edison (36) New York Gas Consolidated Champion Energy Services, LLC/4723 Manhasset-Lakeville Water District Westchester -Con Edison Westchester Con Ed (15) Westchester (09) Westchester Con Ed (33) West Farms-Conn.Lt & Pwr Westchester Con Ed (1) Bala- Philly Elec Westchester Infinite Energy Garden City LIPA Con Edison Garden City Con Ed Connecticut Natural Gas Corp (CNG) PEPCO (Potomac Electric Power Company) Bala ConEdison Solutions/Liberty Power, IL UGI Energy Services LLC Ridgewood - Public Garden City Keyspan Green Mountain Energy Washington Sunedison LLC Ridgewood PSE&G(18) Boston -NSTAR/ConEdison National Grid Liberty Power, IL Stamford - yankee Bay Shore LIPA National Grid - New York/11742 Bay Shore Con Ed - Constellation Infinite Energy NewEnergy Garden State PSE&G Garden State Woodbridge First Energy Southshore Liberty Power Holdings, LLC Walt Whitman Twelve Oaks - Detroit Edison Willowbrook Hudson Energy Services NY /Burlington Orange and Rockland Utilities (O&R) NSTAR Loudon Burlington NSTAR/Liberty Power, IL Florida Public Utilities/2137 Burlington NSTAR Fair Oaks Walt Whitman LIPA Tysons Walt Whitman Con Ed Carousel Palisades Nicor Gas/2020/0632/5407 Florida Power & Light Company (FPL) RG&E - Rochester Gas & Electric Rockaway - ConEd Solutions UGI Utilities Inc Bridgewater 15 West PSE&G-Public Service Elec & Gas Co Madison Commercial Fuels Green Mountain Energy/25211

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Monmouth CRITEO CORP Monmouth - ConEd Solutions FOWNES BROTHERS AND CO Quakerbridge DESIGNER FRAGRANCE DIV Sunedison LLC /Quakerbridge NIC + ZOE Walden-Buffalo-National Grid V. FRAAS United Illuminating Company CHRISTIAN DIOR PERFUMES, INC. Eversource Energy 660753/56007 Ceridian HCM, Inc. National Grid - New York/11742-Albany TOMMY BAHAMA Hudson Energy Services NY/Carousel - KIEHL'S SINCE 1851 National Grid KATE SPADE & COMPANY Woodfield - Comed/Champion Energy ERP Logic, LLC Liberty Power Holdings, LLC/Champion ALEX APPAREL GROUP, INC. Energy SUPREME INTL Woodfield - First Energy SANCTUARY CLOTHING Hudson Energy Services JONES NY Wilkes-Barre ME TOO Central-16 West 39(Annex) DEMOCRACY 436 5th Ave-Con Edison BETSY N ADAM SALES Green Mountain Energy Co CSA MANHATTAN BEACHWEAR INC Liberty Utilities \CONEDISON PACIFIC ALLIANCE USA INC SOLUTIONS FACEBOOK INC. Ridgehill Con Edison XCEL-CT MFG LLC Ridge hill Green mountain Energy LUCKY BRAND BATHING SUITS MidAmerican Energy Company/Liberty WACOAL AMERICA INC. Power Holdings LLC HIGHLINE UNITED LLC Engie Insight Services, Inc. THE LEVY GROUP/LAUNDRY NINA FOOTWEAR CORP. Top 50 Creditors URBAN OUTFITTERS WHSL INC Wells Fargo, National Association DAVID PEYSER SPORTSWEAR INC. OFI Carlyle Private Credit Fund FLIK INTERNATIONAL CORP-417632 HBC US Propco Holdings, LLC QUAD/GRAPHICS INC. Liquidity Capital II L.P. KASPER GROUP,LLC G III LEATHER FASHIONS INC HFC PRESTIGE PRODUCTS INC. POLO/RALPH LAUREN CORPORATION KOMAR INTIMATES LLC MICHAEL KORS WHOLESALE FRENCH CONNECTION LOCKBOX KURT GEIGER LTD 360I LLC L'OREAL LANCOME Landlords Alvarez & Marsal Private Equity PW Fund B, LP Performance Improvement Group, LLC Twentieth Street Associates CHUBB HBC XSCAPE EVENINGS LTD Federal Realty CALERES,INC Crossgates Mall Company, LLC CHANEL INC Crocker Mizner Park III, LTD RALPH LAUREN CHILDRENWEAR BP Prucenter Acquisition LLC STEVEN MADDEN LTD. FC Yonkers LLC

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Rocksal Mall, LLC Brian F. Kenney Brookfield Properties Retail, Inc. Klienette H. Kindred The Taubman Company LLC Keith L. Phillips La Cienega Partners Limited Partnership Frant J. Santoro Charleston Center LLC Taubman-Cherry Creek Limited Litigation Parties Partnerships Bijon Hill Taubman-Cherry Creek Shopping Center PAGA Action from Bijon Hill and other L.L.C. similarly situated plaintiffs City Creek Center Associates LLC Taerim Co., LTD. Country Club Plaza JV LLC Wildflower + Co., Inc. Dolphin Mall Associates LLC Klauber Brothers, Inc. El Paseo Village LLC Demand Letter from Thomas Kennedy Fairfax Company of Virginia L.L.C. Demand Letter from Luliana Hoxha The Gardens on El Paseo LLC Demand Letter from Klauber Brothers Taubman Auburn Hills Associates Limited Breach Notice from Bounce Exchange, Inc. Partnership Le Tote, Inc. v. Urban Outfitters, Inc. Green Hills Mall TRG LLC Bijon Hill vs. Le Tote, Inc., Rickhouse TRG IMP LLC Media, Inc. and DOES 1- 20 Tampa Westshore Associates Limited PAGA Action from Bijon Hill and other Partnership similarly situated plaintiffs against Le Short Hills Associates, L.L.C. Tote, Inc., and Rickhouse Media, Inc. Rich-Taubman Associates Taerim Co., LTD. vs. LGB, Inc., J.C. Sunvalley Shopping Center LLC Penney Corporation, Inc., Pacific TVO Mall Owner LLC Eurotex Corp., Lord & Taylor LLC and TB Mall at UTC LLC Does 1 - 10 West Farms Mall, LLC Wildflower + Co., Inc. vs. Steve Madden, Simon Property Group Ltd., Amazon.com, Inc., DSW Shoe Mall at Rockingham LLC Warehouse, Inc., Lord & Taylor LLC, Situs Holdings, LLC Macy's, Inc., Nordstrom, Inc. and Does Wilmington Trust, National Association 1 - 10 Mazza Family Friendship Heights LLC Klauber Brothers, Inc. vs. Essential Brands Inc., BHLDN.com, LLC, Age Group Office of the U.S. Trustee Ltd., Lord & Taylor LLC, David's Joseph A. Guzinski Bridal, Eminent, Inc., Dillard's, Inc., Kenneth Whitehurst III Bloomingdale's Inc., Century 21 Margaret K. Garber Department Stores LLC, Nordstrom, John P. Fitzgerald III Inc., Amazon.com, Inc., BOP LLC, June E. Turner Bareweb, Inc. and Does 1 - 10 Peggy T. Flinchum 500 Broadway, LLC v. Lord & Taylor, LLC Shannon F. Pecoraro and LT Propco, LLC Theresa E. McPherson Gold Value International Textile, Inc. v. BERNARD CHAUS, INC., EMINENT, Bankruptcy Judges INC., BELK, INC., Stephen C. St. John BLOOMINGDALE'S, Kevin R. Huennekens INC.,DILLARD'S, INC., HUDSON'S

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BAY GOMPANY, LORD & TAYLOR Demand Letter from Klauber Brothers LLC, and NORDSTROM, INC. Breach Notice from Bounce Exchange, Inc. Forem Packing, Inc. v. Lord & Taylor LLC Demand Letter from Chanel, Inc. SP 35 L.P. v. SAKS & COMPANY, LLC, Demand Letter from Reaction Retail, LLC LORD & TAYLOR, LLC, and LORD & Demand Letter from Compass Group, USA TAYLOR HOME, LLC Demand Letter from Pieros Construction Ina Kline and Lew Kline v. Lord & Taylor, Demand Letter from Facebook LLC Demand Letter from Xcel-CT MFG, LLC. DePalma v. Lord & Taylor, LLC Letter from counsel for Xiomara Morales Jose Casillas v. Lord & Taylor, LLC requesting insurance information for a Melon Technologies, LLC v. Le Tote, Inc. slip-and-fall on July 11 at the Trumbull and Lord & Taylor LLC Mall store ZZ Fashion Corp. v. Lord & Taylor LLC; Le Tote, Inc. Lien Search Parties Bert Lasselle v. Lord & Taylor LLC GE Money Bank In re Payment Card Interchange Fee and GE Capital Retail Bank Merchant-Discount Antitrust Litigation RICHLINE GROUP, INC. (includes Saks and L&T) LE VIAN CORP. Carl Crump v. Lord & Taylor LLC Eloquence Corporation Sanaphol Sonexay v. Lord & Taylor LLC LJM, INC. Wendy Levitt v. Lord & Taylor LLC WLXT, LLC Jing Zhao v. Lord & Taylor LLC B.H. MULTI COM CORP. Alexandria Rudolph v. HBC, Saks & CISCO SYSTEMS CAPITAL Company LLC, and Lord & Taylor LLC CORPORATION Bernadette Beekman v. Lord & Taylor LLC IBM CREDIT LLC Ambrose Gray and David Bowen v. Lord & Bank of America, N.A. Taylor IKON FINANCIAL SVCS Bina Radosti v. Lord & Taylor LLC B. H. MULTI COLOR CORP. Tianhai Lace v. Lord & Taylor LLC and RUGS AMERICA CORPORATION Kellwood LALI JEWELRY INC. Tianhai Lace v. Lord & Taylor LLC and CITIZEN WATCH COMPANY OF Bernard Chaus AMERICA, INC. Arkansas Federal Credit Union v. HBC, Hilco Merchant Resources, LLC Saks Incorporated, and Lord & Taylor HBC US Propco Holdings LLC LLC Wells Fargo Bank, National Association Soojin Moon v. Lord & Taylor LLC TCG BDC, Inc. Tianhai Lace v. Lord & Taylor LLC and CRIMINAL COURT OF THE CITY OF The Levy Group Inc. NEW YORK Troy Toon v. Lord Taylor LLC DeShawn Williams Klauber Brothers Inc. v. Essential Brands Mildoris Temkin and Lord & Taylor LLC Jason B. Bass Monique Hawkins v. Hudson's Bay Philadelphia Indemnity Insurance Company Company and Lord & Taylor LLC Maria Verderber Thomas Kennedy v. Lord & Taylor LLC Isadora Myrna Levin Bledsoe, Kendra v. Lord & Taylor LLC Steven Cavallo Demand Letter from Luliana Hoxha Tianhai Lace USA, Inc.

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Susannah Mulhearn Bina Radosti Bernadette Beekman Arkansas Federal Credit Union Tianhai Lace USA, Inc. Wildflower + Co., Inc. Klauber Brothers, Inc. The Adoni Group, Inc. DE LAGE LANDEN FINANCIAL SERVICES, INC. Xeros, Inc. Bijon Hill PersonalWeb Technologies, LLC CITY NATIONAL BANK CORPORATION SERVICE COMPANY HORIZON TECHNOLOGY FINANCE CORPORATION HORIZON CREDIT II LLC SILICON VALLEY BANK Trinity Capital Fund III, L.P. SWAY VENTURES FASHION IT ROYAL JEWELRY MANUFACTURING, INC. DIAMONDS FOREVER OF USA INC MARCO MOORE INC.

Committee Members The CIT Group/Commercial Services, Inc. Liquidity Capital II L.P. G III LEATHER FASHIONS INC

Committee Counsel Cooley LLP

Additional Parties Xcel Brands Roth Bros, Inc. Sodexo, Inc. Blondie Nites Ltd. Capital One, N.A. B.H. Multi Com Corp. d/b/a Effy Richline Group, Inc. LeVian Corp. American Express National Bank