Case 21-10549-JTD Doc 136 Filed 04/01/21 Page 1 of 12

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SC SJ HOLDINGS, LLC, et al. Case No. 21-10549 (JTD)

Debtors.1 (Jointly Administered)

Hearing Date: April 29, 2021 at 3:00 p.m. (ET) Obj. Deadline: April 22, 2021 at 4:00 p.m. (ET)

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLE SCHOTZ P.C. AS CO-COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE FMT PETITION DATE

The above-captioned debtors and debtors in possession SC SJ Holdings LLC and FMT SJ

LLC (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11

Cases”), by and through their undersigned counsel, hereby submit this application (the

“Application”), pursuant to sections 327(a), 329, and 1107 of title 11 of the United States Code,

11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”), Rules 2014 and 2016 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-

1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the District of Delaware (the “Local Rules”), for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), authorizing the Debtors to retain and employ Cole Schotz P.C. (“Cole Schotz” or the “Firm”) as their co-counsel in these Chapter 11

Cases nunc pro tunc to the FMT Petition Date (as defined below). In support of the Application, the Debtors submit the declarations of (i) Justin R. Alberto, a member of Cole Schotz, attached hereto as Exhibit B (the “Alberto Declaration”) and (ii) Neil Demchick, Chief Restructuring

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: SC SJ Holdings LLC (7200) and FMT SJ LLC (7200). The mailing address for both Debtors is 3223 Crow Canyon Road, Suite 300 San Ramon, CA 94583.

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Officer of the Debtors, attached hereto as Exhibit C (the “Demchick Declaration”), each of which is incorporated herein by reference. In further support of the Application, the Debtors respectfully state as follows:

JURISDICTION AND VENUE

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.

§ 157(b).

2. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final order or judgment by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The statutory and other bases for the relief requested in this Application are sections 327(a), 329, and 1107 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and

Local Rules 2014-1 and 2016-1.

BACKGROUND

5. On March 5, 2021 (the “FMT Petition Date”), Debtor FMT SJ LLC commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. On March 10, 2021,

Debtor SC SJ Holdings LLC commenced a voluntary case under chapter 11 of the Bankruptcy

Code in this Court. Each of the Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b).

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6. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

7. Additional information regarding the Debtors’ business, capital structure, and the circumstances supporting these Chapter 11 Cases is set forth in the Declaration of Neil Demchick in Support of Chapter 11 Petitions and First Day Pleadings [Docket No. 11].

RELIEF REQUESTED

8. By this Application, the Debtors request entry of the Proposed Order, substantially in the form attached hereto as Exhibit A, authorizing the Debtors to retain and employ Cole Schotz as co-counsel to the Debtors nunc pro tunc to the FMT Petition Date, pursuant to sections 327(a), 329, and 1107 of the Bankruptcy Code, Bankruptcy Rules 2014 and

2016, and Local Rules 2014-1 and 2016-1.

COLE SCHOTZ’S QUALIFICATIONS

9. The Debtors seek to retain Cole Schotz as their co-counsel because of the Firm’s extensive experience and knowledge in the field of debtors’ and creditors’ rights under chapter

11 of the Bankruptcy Code and the Firm’s experience in matters concerning complex bankruptcy litigation.

10. Since its retention, Cole Schotz has familiarized itself with the Debtors and many of the potential legal issues which may arise in the context of these Chapter 11 Cases. The

Debtors submit that Cole Schotz’ retention as bankruptcy counsel is necessary and in the best interests of the Debtors and their estates. The Debtors further submit that the firm is both well- qualified and uniquely able to represent the Debtors in these Chapter 11 Cases in an efficient and effective manner.

11. Moreover, pursuant to Local Rule 9010-1(c), an “attorney not admitted to practice by the District Court and the Supreme Court of the State of Delaware may not be admitted pro

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hac vice unless associated with an attorney who is a member of the Bar of the District Court and who maintains an office in the District of Delaware for the regular transaction of business.” Del.

Bankr. L.R. 9010-1(c). Cole Schotz will fulfill the “Delaware Counsel” position as such term is defined in Local Rule 9010-1(c). See id. Cole Schotz will be the registered user of CM/ECF, shall file all papers, and shall attend proceedings before the Court on behalf of the Debtors pursuant to Local Rule 9010-1(c).

SCOPE OF COLE SCHOTZ’S PROPOSED SERVICES

12. It is proposed that Cole Schotz be employed by the Debtors to render the following services:

(a) provide legal advice with respect to the Debtors’ powers and duties as debtors in possession; (b) provide legal advice with respect to the Local Rules and local practices and procedures; (c) take all necessary action to protect and preserve the Debtors’ estates, including the prosecution of actions on the Debtors’ behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors’ estates; (d) prepare and/or review and comment, on behalf of the Debtors, as debtors in possession, on all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors’ estates; (e) advise the Debtors concerning and prepare and/or review responses to applications, motions, other pleadings, notices, and other papers that may be filed by the Debtors and other parties in the Chapter 11 Cases; (f) prepare notices of agenda, certificates of no objections, certifications of counsel, and notices of motions, applications, and hearings; (g) attend meetings and negotiate with representatives of creditors and other parties in interest, appear at court hearings, and advise the Debtors on the conduct of the Chapter 11 Cases; (h) take all necessary actions in connection with any chapter 11 plan of reorganization and related disclosure statement, as each may be amended from time to time, and all related documents, and such further actions as may be required in connection with the administration of the Debtors’ estates and the implementation of any such documents;

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(i) monitor the docket for filing deadlines and hearing dates, maintain a critical dates calendar, and coordinate with co-counsel on pending matters; (j) serve as conflicts counsel on certain matters where needed and as the same may arise during the course of these Chapter 11 Cases; and (k) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Cases.

PROFESSIONAL COMPENSATION

13. Subject to the Court’s approval of this Application, Cole Schotz intends to apply to the Court for allowance of compensation earned for professional services rendered and reimbursement of actual and necessary expenses incurred in connection with the Chapter 11

Cases in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, and any other applicable procedures and orders of the Court. The current rates of Cole Schotz members, special counsel, associates, law clerks, paralegals, and litigation support specialists are as follows:

Members and Special Counsel $410 to $1050 per hour Associates $285 to $670 per hour Law Clerks $225 to $290 per hour Paralegals $215 to $345 per hour Litigation Support Specialists $340 to $360 per hour

These hourly rates are subject to periodic adjustments to reflect economic and other conditions and to reflect their increased expertise and experience in their area of law.2

14. In addition, it is Cole Schotz’s policy to charge its clients in all areas of practice for all other expenses incurred related to the representation. The expenses charged to clients include, among other things, facsimile (outgoing only), toll and other charges, external teleconferencing, mail and express mail charges, special or hand delivery charges, photocopying, scanning and printing charges, travel expenses, expenses for “working meals,” computerized research, transcription costs, and non-ordinary overhead expenses such as secretarial and other

2 Such increases generally occur on or about September 1 of each year.

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overtime. Cole Schotz will charge for these expenses in a manner and at rates consistent with charges made generally to its other clients. The Debtors respectfully submit that the rates and charges set forth above are reasonable.

COMPENSATION RECEIVED BY COLE SCHOTZ FROM THE DEBTOR

15. Cole Schotz was retained by the Debtors in connection with the preparation and filing of these Chapter 11 Cases. Prior to the FMT Petition Date, Cole Schotz received retainers and payments, totaling $150,000.00 from Riviera WC LLC, an entity indirectly owned by the same indirect equity owner of the Debtors. To date, $61,804.50 in fees and expenses has been applied to outstanding balances existing as of the FMT Petition Date. The remaining $88,195.50 constitutes a security retainer (the “Retainer”) for Cole Schotz’s post-petition services.3 The

Debtors do not currently owe Cole Schotz any amounts for legal services rendered.

16. An evergreen retainer is appropriate here. As this Court noted in In re Insilco

Techs., Inc., 291 B.R. 628, 634 (Bankr. D. Del. 2003), courts apply a “reasonableness” standard to determine whether the terms and conditions of a retention application, including retainers, are appropriate. Key factors include:

(1) whether terms of an engagement agreement reflect normal business terms in marketplace; (2) relationship between debtor and professional, i.e., whether parties are sophisticated business entities with equal bargaining power who engaged in arms-length negotiation; (3) whether the retention, as proposed, is in best interests of estate; (4) whether there is creditor opposition to retention and retainer provisions; and (5) whether, given the size, circumstances and posture of case, amount of retainer is itself, reasonable, including whether retainer provides appropriate level of “risk minimization,” especially in light of existence of

3 Cole Schotz will be requesting reimbursement of the chapter 11 filing fees for the Debtors, totaling $1,738.00, in connection with the fee application process.

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any other risk-minimizing devices such as administrative order and/or carve-out.

17. The Debtors submit that the proposed evergreen retainer is “reasonable” under the factors articulated in Insilco. First, evergreen retainer agreements reflect normal business terms in the marketplace. See id. (noting that “it is not disputed that the taking of evergreen retainers is a practice now common in the marketplace. . . [and] the practice in this district has been engaged in since at least the early 1990s”). Second, Cole Schotz and the Debtors are sophisticated business entities that have negotiated the Retainer at arm’s length. Third, approval of the proposed evergreen retainer is in the best interests of the estates, as it enables the Debtors to maintain the relationship with the firm it established pre-petition. Fourth, the Debtors are not aware of any creditor opposition to the retention or proposed retainer. Fifth, the evergreen retainer protects Cole Schotz against the risk of non-payment and is reasonable given the size and circumstances of these cases. Therefore, approval of the proposed Retainer is warranted under the standards articulated in Insilco.

18. Pursuant to Bankruptcy Rule 2016(b), Cole Schotz has neither shared nor agreed to share (a) any compensation it has received or may receive in connection with the Chapter 11

Cases with another party or person, other than with the members, special counsel, and associates associated with Cole Schotz, or (b) any compensation another person or party has received or may receive in connection with the Chapter 11 Cases.

COLE SCHOTZ’S DISINTERESTEDNESS

19. As described in the Alberto Declaration, in connection with its proposed retention by the Debtors in the Chapter 11 Cases, Cole Schotz conducted a search of its conflicts database with respect to the Debtors and a list of potential parties in interest in these Chapter 11 Cases compiled by the Debtors and their proposed professionals (collectively, the “Potential Parties in

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Interest”). The Potential Parties in Interest and the results of Cole Schotz’s conflicts search are set forth on Schedule 1 and Schedule 24 to the Alberto Declaration, respectively.

20. To the best of the Debtors’ knowledge, information, and belief, and as evidenced by the Alberto Declaration, Cole Schotz does not currently hold or represent any interest adverse to the interest of the estates or creditors or equity security holders with respect to the matters in which Cole Schotz is to be employed, except as set forth therein, and Cole Schotz is

“disinterested” under section 101(14) of the Bankruptcy Code.

21. Except as disclosed in the Alberto Declaration, Cole Schotz does not represent, and has not represented, any entities other than the Debtors in matters related to the Chapter 11

Cases. Cole Schotz may represent or may have represented certain parties with interests in the

Chapter 11 Cases on matters unrelated to the Chapter 11 Cases. As set forth in the Alberto

Declaration, Cole Schotz has conducted, and continues to conduct, research into its relationships with the Debtors, the Debtors’ substantial creditors, and other parties identified as Potential

Parties in Interest in the Chapter 11 Cases.

22. Given the number of potential parties in interest in the Chapter 11 Cases and because the information on Schedule 1 may change during the pendency of the Debtors’ Chapter

11 Cases, Cole Schotz is not able conclusively to identify all relationships or potential relationships with all creditors or other parties in interest in the Chapter 11 Cases. If any new, relevant facts or relationships are discovered or arise, Cole Schotz will use reasonable efforts to identify such developments and, upon discovery of the same, will promptly file a supplemental declaration pursuant to Bankruptcy Rule 2014(a).

4 Schedule 2 lists entities, or affiliates of entities, that Cole Schotz either currently represents or formerly represented on matters unrelated to these Chapter 11 Cases between March 5, 2018 and the date hereof. Cole Schotz’s conflict check system covers a period of time prior to March 5, 2018; as a matter of practice, however, Cole Schotz has not listed on Schedule 2 former clients for such prior period (consistent with a disinterestedness timeframe of two to three years).

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BASIS FOR RELIEF AND APPLICABLE LEGAL AUTHORITY

23. The Debtors request authority to retain and employ Cole Schotz as their counsel pursuant to section 327(a) of the Bankruptcy Code, which provides that a debtor, subject to court approval, may employ one or more attorneys “that do not hold or represent an interest adverse to the estate” and that are “disinterested persons.” 11 U.S.C. § 327(a). A “disinterested person” is a person that (a) is not a creditor, an equity security holder, or an insider of the debtor, (b) is not and was not, within two years before the date of the filing of the petition, a director, officer, or employee of the debtor, and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason. 11 U.S.C.

§ 101(14).

24. Bankruptcy Rule 2014(a) requires that a retention application state the following:

[T]he specific 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, their 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. Additionally, Local Rule 2014-1 requires that an entity seeking to employ a professional under section 327 of the Bankruptcy Code file “a supporting affidavit or verified statement of the professional person and a proposed order for approval.” Del. Bankr.

L.R. 2014-1.

25. In general, subject to the requirements of section 327(a) of the Bankruptcy Code, a debtor in possession is entitled to the counsel of its choosing. See e.g., In re Congoleum Corp.,

426 F.3d 675, 686 (3d. Cir. 2005) (“[C]ourts must be cautious about infringing on the right of the

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debtor to retain counsel of its choice.”); see also In re Vouzinas, 259 F.3d 103, 112 (2d. Cir.

2001) (“Only in the rarest cases should the trustee be deprived of the privilege of selecting his own counsel . . . .”). Courts give “great deference” to the debtor in possession’s choice of counsel. See In re Enron Corp., Case No. 01-16034, 2002 WL 32034346, *5 (Bankr. S.D.N.Y.

May 23, 2002); see also In re Huntco, Inc., 288 B.R. 229, 232 (Bankr. E.D. Mo. 2002) (“A bankruptcy court . . . should give the debtor in possession significant deference in its selection of counsel to represent it under § 327(a).”).

STATEMENT PURSUANT TO REVISED UST GUIDELINES

26. Cole Schotz shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. Cole Schotz also intends to make a reasonable effort (taking into account the particular facts and circumstances of these cases) to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

Cases Effective as of November 1, 2013 (the “Revised UST Guidelines”), both in connection with this Application and the interim and final fee applications to be filed by Cole Schotz in the

Chapter 11 Cases. While Cole Schotz is agreeing to do so in these cases, this statement regarding the Revised UST Guidelines is made for these cases only and with a full and express reservation of rights with respect to any other cases and matters.

27. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines:

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Question Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response No. Cole Schotz professionals working on this matter will bill at Cole Schotz’s standard hourly rates. Question Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response No. Question If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response Cole Schotz represented the client for approximately 1 week during the 12 month period prepetition. The material financial terms for the prepetition engagement remained the same as the engagement was hourly-based. The billing rates and material financial terms for the postpetition period remain the same as the prepetition period. The standard hourly rates of Cole Schotz are subject to periodic adjustment in accordance with the Firm’s practice. Question Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response The Debtors and their professionals are currently in the process of formulating a detailed budget that is consistent with the form of budget attached as Exhibit C-1 to the Revised UST Guidelines, recognizing that in the course of a case like these Chapter 11 Cases, it is highly likely that there may be a number of unforeseen fees and expenses that will need to be addressed by the Debtors and their professionals.

NUNC PRO TUNC RETENTION

28. The Debtors request approval of the employment of Cole Schotz as their bankruptcy co-counsel nunc pro tunc to the FMT Petition Date. Such relief is warranted by the circumstances presented by the Chapter 11 Cases. The Third Circuit has identified “time pressure to begin service without approval” and the absence of prejudice as factors favoring nunc pro tunc retention. See, e.g., In re Arkansas Co., 798 F.2d 645, 650 (3d Cir. 1986); Indian River

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Homes, Inc. v. The Sussex Tr. Co. (In re Indian River Homes, Inc.), 108 B.R. 46-52 (D. Del.

1989), app. dismissed, 909 F.2d 1406 (3d Cir. 1990).

NOTICE

29. Notice of this Application will be provided to: (i) the Office of the United States

Trustee for the District of Delaware; (ii) the United States Attorney for the District of Delaware;

(iii) the Internal Revenue Service; (iv) Counsel for the Committee; (v) counsel to the DIP

Lender; (vi) counsel to the Prepetition Secured Lender; and (vii) all other parties entitled to notice pursuant to Local Rule 9013-1(m). Notice of this Application and any order entered hereon will be served in accordance with Local Rule 9013-1(m). The Debtors submit that, under the circumstances, no other or further notice is required.

30. A copy of this Application is available on (i) the Court’s website: www.deb.uscourts.gov, and (ii) the website maintained by the Debtors’ proposed Claims and

Noticing Agent, Stretto: https://cases.stretto.com/FairmontSJ/.

CONCLUSION

WHEREFORE, the Debtors respectfully request that the Court enter the Proposed Order, substantially in the form attached hereto, granting the relief requested herein and such other and further relief the Court may deem just and proper.

Dated: April 1, 2021 Respectfully submitted,

/s/ Neil Demchick Neil Demchick Chief Restructuring Officer of SC SJ HOLDINGS, LLC, et al.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SC SJ HOLDINGS, LLC, et al. Case No. 21-10549 (JTD)

Debtors.1 (Jointly Administered)

Hearing Date: April 29, 2021 at 3:00 p.m. (ET) Obj. Deadline: April 22, 2021 at 4:00 p.m. (ET)

NOTICE OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLE SCHOTZ P.C. AS CO-COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE FMT PETITION DATE

PLEASE TAKE NOTICE that, on April 1, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”), by and through their undersigned proposed counsel, filed with the United States Bankruptcy Court for the District of Delaware (the

“Court”) the Debtors’ Application for Entry of an Order Authorizing Retention and

Employment of Cole Schotz P.C. as Co-Counsel for Debtors Effective as of FMT Petition Date

(the “Application”), a copy of which is annexed to this Notice.2

PLEASE TAKE FURTHER NOTICE that a hearing to consider the relief sought in the Application will be held on April 29, 2021 at 3:00 p.m. (ET) before the Honorable John T.

Dorsey, United States Bankruptcy Judge for the District of Delaware, at the Court, 824 N.

Market Street, 5th Floor, Courtroom No. 4, Wilmington, Delaware 19801.

PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an order granting the relief sought in the Application must be filed on or before April 22, 2021 at 4:00

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p.m. (ET) (the “Objection Deadline”) with the Court, 824 N. Market Street, 3rd Floor,

Wilmington, Delaware 19801. At the same time, you must serve a copy of the response or objection upon the undersigned proposed counsel to the Debtors so as to be received on or before the Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO PROPERLY FILE

AND SERVE A RESPONSE ON OR BEFORE THE OBJECTION DEADLINE, THE COURT

MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER

NOTICE OR HEARING.

[Remainder of page intentionally left blank.]

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Dated: April 1, 2021 COLE SCHOTZ P.C. Wilmington, Delaware /s/ Justin R. Alberto Justin R. Alberto (No. 5126) Patrick J. Reilley (No. 4451) 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 Email: [email protected] [email protected]

- and -

Patrick J. Potter (Admitted Pro Hac Vice) Jonathan Doolittle (Admitted Pro Hac Vice) Rahman Connelly (Admitted Pro Hac Vice) PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Telephone: (202) 663-8928 Facsimile: (202) 663-8007 Email: [email protected] [email protected] [email protected]

Proposed Counsel to the Debtors and Debtors in Possession

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Exhibit A

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SC SJ HOLDINGS, LLC, et al. Case No. 21-10549 (JTD)

Debtors.1 (Jointly Administered)

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENTOF COLE SCHOTZ P.C. AS CO-COUNSEL TO THE DEBTORS NUNC PRO TUNC TO THE FMT PETITION DATE

Upon consideration of the Debtors’ Application for Entry of an Order Authorizing the

Retention and Employment of Cole Schotz P.C. as Co-Counsel for the Debtors Nunc Pro Tunc to the FMT Petition Date (the “Application”);2 and the Court having reviewed the Application and the Alberto Declaration and the Demchick Declaration submitted in support thereof; and it appearing that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C. §

157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and due and sufficient notice of the Application having been provided under the particular circumstances, and it appearing that no other or further notice need be provided; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and the Court being satisfied, based on the representations made in the Application and the Alberto Declaration, that Cole

Schotz is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code and as

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required by section 327(a) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors’ estates; and the Court having determined that the relief requested in the

Application is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and after due deliberation thereon; and good and sufficient cause appearing therefor; it is hereby

ORDERED, ADJUDGED, AND DECREED that:

1. The Application is GRANTED as set forth herein.

2. The Debtors are authorized to retain and employ Cole Schotz as its co-counsel in these Chapter 11 Cases nunc pro tunc to the FMT Petition Date, pursuant to section 327(a) of the

Bankruptcy Code, in accordance with the terms and conditions set forth in the Application.

3. Cole Schotz shall apply for compensation earned for professional services rendered and reimbursement of expenses incurred in connection with the Chapter 11 Cases in compliance with sections 330 and 331 of the Bankruptcy Code and the applicable provisions of the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the

Court.

4. In connection with the Chapter 11 Cases, Cole Schotz shall be compensated for professional services rendered and reimbursed for actual and reasonable expenses incurred on and after the FMT Petition Date, in accordance with Bankruptcy Code sections 330 and 331, the

Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this Court.

5. Cole Schotz shall make a reasonable effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the “Revised UST

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Guidelines”) in connection with any interim or final fee applications to be filed by Cole Schotz in the Chapter 11 Cases.

6. Consistent with the Revised UST Guidelines, Cole Schotz shall provide ten (10) business days’ notice to the Debtors, the U.S. Trustee, and any official committee before any increases in the rates set forth in the Application are implemented and shall file such notice with the Court. The U.S. Trustee retains all rights to object to any rate increase on all grounds, including the reasonableness standard set forth in section 330 of the Bankruptcy Code, and the

Court retains the right to review any rate increase pursuant to section 330 of the Bankruptcy

Code.

7. The Debtors and Cole Schotz are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

8. To the extent that there may be any inconsistency among the terms of the

Application, the Alberto Declaration, and this Order, the provisions of this Order shall govern.

9. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

10. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

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Exhibit B

Alberto Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SC SJ HOLDINGS, LLC, et al. Case No. 21-10549 (JTD)

Debtors.1 (Jointly Administered)

DECLARATION OF JUSTIN ALBERTO IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLE SCHOTZ P.C. AS CO-COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE FMT PETITION DATE

I, Justin Alberto, hereby declare under penalty of perjury, as follows:

1. I am a Member of the law firm of Cole Schotz P.C. (“Cole Schotz” or the “Firm”), which maintains offices for the practice of law at 500 Delaware Avenue, Suite

1410, Wilmington, Delaware 19801. The Firm also maintains offices in Boca Raton, Florida;

Baltimore, Maryland; Hackensack, New Jersey; New York, New York; and Dallas, Texas.

2. This declaration (the “Declaration”) is submitted in accordance with sections

327(a), 329, and 1107 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local

Rules 2014-1 and 2016-1, in support of the Debtors’ Application for Entry of an Order

Authorizing the Retention and Employment of Cole Schotz P.C. as Delaware Co-counsel for the

Debtors Nunc Pro Tunc to the FMT Petition Date (the “Application”).2

3. Unless otherwise stated in this Declaration, I have personal knowledge of the facts hereinafter set forth. To the extent that any information disclosed herein requires supplementation, amendment, or modification upon Cole Schotz’s completion of further analysis

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or as additional information becomes available to it, a supplemental declaration will be filed with the Court.

COLE SCHOTZ’S QUALIFICATIONS

4. Since its retention, Cole Schotz has familiarized itself with the Debtors and with many of the potential legal issues that may arise in the context of these Chapter 11 Cases. As a result, Cole Schotz has the necessary background and knowledge to represent the Debtors in their Chapter 11 Cases in an effective and efficient manner. Further, pursuant to Local Rule

9010-1(c), Cole Schotz will fulfill the “Delaware Counsel” position, and will be the registered user of CM/ECF, shall file all papers and unless otherwise ordered, and shall attend all proceedings before the Court. Finally, Cole Schotz will serve as conflicts counsel to the Debtors if to the extent needed and as the same may arise during the course of these Chapter 11 Cases.

SCOPE OF COLE SCHOTZ’S PROPOSED SERVICES

5. It is proposed that Cole Schotz be employed by the Debtors to render the following services:

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(f) prepare notices of agenda, certificates of no objections, certifications of counsel, and notices of motions, applications, and hearings; (g) attend meetings and negotiate with representatives of creditors and other parties in interest, appear at court hearings, and advise the Debtors on the conduct of the Chapter 11 Cases; (h) take all necessary actions in connection with any chapter 11 plan of reorganization and related disclosure statement, as each may be amended from time to time, and all related documents, and such further actions as may be required in connection with the administration of the Debtors’ estates and the implementation of any such documents; (i) monitor the docket for filing deadlines and hearing dates, maintain a critical dates calendar, and coordinate with co-counsel on pending matters; (j) serve as conflicts counsel on certain matters where needed and as the same may arise during the course of these Chapter 11 Cases; and (k) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Cases.

PROFESSIONAL COMPENSATION

6. Cole Schotz intends to apply to the Court for allowance of compensation earned for professional services rendered and reimbursement of actual and necessary expenses incurred in connection with the Chapter 11 Cases in accordance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. The Cole Schotz attorneys, law clerks, and paralegals primarily responsible for representing the Debtors and their current standard hourly rates are:3

3 Cole Schotz generally increases its rates on or about September 1 of each year. The increases for September 1, 2020 are reflected in the Application.

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Name Title Hourly Rate Justin R. Alberto Member $645 per hour Patrick J. Reilley Member $640 per hour Matthew Livingston Associate $500 per hour Michael Trentin Associate $375 per hour Jack Dougherty Law Clerk $225 per hour Michael Fitzpatrick Law Clerk $225 per hour Larry Morton Paralegal $315 per hour Jennifer Ford Paralegal $300 per hour

7. In addition, other attorneys, paralegals, and staff may be involved as necessary and appropriate to represent the Debtors. The current rates of Cole Schotz members, special counsel, associates, law clerks, paralegals, and litigation support specialists are as follows:

The hourly rates set forth above are the Firm’s standard hourly rates. These rates are set at a level designed to compensate fairly the Firm for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Cole Schotz has informed the Debtors that its hourly rates are subject to periodic adjustments to reflect economic and other conditions and to reflect their increased expertise and experience in their area of law.

8. In addition, it is Cole Schotz’s policy to charge its clients in all areas of practice for all other expenses incurred related to the representation. The expenses charged to clients include, among other things, facsimile (outgoing only), toll and other charges, external teleconferencing, mail and express mail charges, special or hand delivery charges, photocopying, scanning and printing charges, travel expenses, expenses for “working meals,” computerized research, transcription costs, and non-ordinary overhead expenses such as secretarial and other

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overtime. Cole Schotz will charge for these expenses in a manner and at rates consistent with charges made generally to its other clients.

COLE SCHOTZ’S DISINTERESTEDNESS

9. In connection with its proposed retention by the Debtors in the Chapter 11 Cases,

Cole Schotz conducted a search of its conflicts database with respect to the Debtors and a list of potential parties in interest in these Chapter 11 Cases compiled by the Debtors and their proposed professionals (collectively, the “Potential Parties in Interest”). The Potential Parties in Interest and the results of Cole Schotz’s conflicts search are set forth on Schedule 1 and

Schedule 24 hereto, respectively.

10. To the extent Cole Schotz’s search of its internal conflicts database indicated that

Cole Schotz has, or previously had, a relationship with any of the Potential Parties in Interest during the three-year period immediately preceding the FMT Petition Date, the identities of such parties and Cole Schotz’s relationships with such parties are set forth in Schedule 2 annexed hereto. Further, each of the representations identified on Schedule 2 is wholly unrelated to the

Debtors and these Chapter 11 Cases.

11. Through its analysis, Cole Schotz determined that it has no connections with the

Debtors, creditors of the Debtors, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee during the three-year period immediately preceding the FMT Petition Date, except as set forth herein and on Schedule 2 hereto.

12. Further, as part of its diverse practice, Cole Schotz appears in numerous cases, proceedings, and transactions involving many different professionals, including other attorneys,

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accountants, financial consultants, and investment bankers, some of whom are or represent potential parties in interest in these Chapter 11 Cases. Cole Schotz does not, and will not, represent any such professional in the Chapter 11 Cases.

13. Based on the results of Cole Schotz’s analysis, and except as otherwise disclosed herein, Cole Schotz (i) does not represent any entity having an adverse interest in connection with the Chapter 11 Cases and (ii) does not represent or hold an interest adverse to the interest of the Debtors or their estates with respect to the matters on which Cole Schotz is to be employed.

14. To the best of my knowledge, information, and belief, after reasonable inquiry,

Cole Schotz is disinterested within the meaning of section 101(14) of the Bankruptcy Code, in that neither I, Cole Schotz, nor any of its members, special counsel, or associates: (a) are creditors, equity security holders, or insiders of the Debtors; (b) are or within two years before the FMT Petition Date were a director, officer, or employee of the Debtors; or (c) have an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in the Debtors or for any other reason.

15. Despite the substantial efforts described above to identify and disclose potential conflicts and connections with parties in interest in these cases, in light of the significant number of creditors and other parties in interest in these Chapter 11 Cases, neither I nor Cole Schotz is able to conclusively identify all potential relationships or state with absolute certainty that every client representation or other connection of Cole Schotz has been disclosed. To the extent Cole

Schotz discovers any facts or additional information during the period of Cole Schotz’s retention that requires disclosure, Cole Schotz will file with the Court a supplement to this Declaration to disclose such information.

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BANKRUPTCY RULE 2016 AND SECTION 329 OF THE BANKRUPTCY CODE

16. Cole Schotz was retained by the Debtors in connection with the preparation and filing of these Chapter 11 Cases. Prior to the FMT Petition Date, Cole Schotz received retainers and payments, totaling $150,000.00. To date, $61,804.50 in fees and expenses has been applied to outstanding balances existing as of the FMT Petition Date. The remaining $88,195.50 constitutes a security retainer (the “Retainer”) for Cole Schotz’s postpetition services. The

Debtors do not currently owe Cole Schotz any amounts for legal services rendered.

17. Pursuant to Bankruptcy Rule 2016(b), Cole Schotz has neither shared nor agreed to share (a) any compensation it has received or may receive in connection with the Chapter 11

ATTORNEY STATEMENT PURSUANT TO REVISED UST GUIDELINES

18. Cole Schotz shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court. Cole Schotz also intends to make a reasonable effort (taking into account the particular facts and circumstances of these cases) to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11

Cases Effective as of November 1, 2013 (the “Revised UST Guidelines”), both in connection with this Application and with the interim and final fee applications to be filed by Cole Schotz in the Chapter 11 Cases. While Cole Schotz is agreeing to do so in these cases, this statement

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regarding the Revised UST Guidelines is made for these cases only and with a full and express reservation of rights with respect to any other cases and matters.

19. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines:

20. Cole Schotz, as proposed co-counsel to the Debtors, will report directly to the

Debtors.

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Pursuant to 28 U.S.C. § 1746, I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: April 1, 2021 Wilmington, Delaware /s/ Justin R. Alberto Justin R. Alberto Cole Schotz P.C.

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SCHEDULE 1

Potential Parties in Interest

DEBTORS

FMT SJ LLC SC SJ Holdings LLC

NON-DEBTOR AFFILIATES

FMT SJ Holdings LLC Eagle Canyon Capital LLC FB SJ Holdings LLC Eagle Canyon Partners LLC GA SJ LLC Eagle Canyon Holdings LLC F&B SJ LLC Sotech LLCt ST SJ LLC

DIRECTORS, OFFICERS & OUTSIDE MANAGERS

Anthony Shippam Stewart Management Company Candace Corra

SIGNIFICANT EQUITY HOLDERS

FMT SJ Holdings LLC

BANKRUPTCY JUDGES & STAFF

Chief Judge Christopher S. Sontchi Judge Kevin Gross Judge Ashley M. Chan Judge Laurie Selber Silverstein Judge Brendan L. Shannon Judge Mary F. Walrath Judge John T. Dorsey Stacey Drechsler, Chief Deputy Clerk Judge Karen B. Owens Una O’Boyle, Clerk of Court

BANKS/LENDER/UCC LIEN PARTIES

Bank of America, N.A. Key Bank Real Estate Capital CLNC 2019-FL1 Funding LLC U.S. Small Business Administration CLNC Fair Jose Pref LLC Wells Fargo

GOVERNMENTAL/REGULATORY AGENCIES

CA Department of Tax And Revenue City of San Jose, Attn: Nora Frimann, City California Department of Motor Vehicles Attorney California Department of Tax & Fee City of San Jose, Bureau Of Fire Prevention - Administration Dept #34347 California Department of Toxic Substances City of San Jose, c/o Central Parking System Control City of San Jose, c/o Sp Plus California Dept of Alcoholic Beverage Control City of San Jose, Department Of Transportation California Dept. of Industrial Relations City of San Jose, Dept #34370 California Environmental Protection Agency City of San Jose, H.B.I.D. Assessment City of Clearlake City of San Jose, Multiple Housing City of Industry, Department of Tax and City of San Jose, Office Of Cultural Affairs Collections City of San Jose, Permits City of San Jose, Attn: Event Services City of San Jose, Treasury Division - Payment Processing

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City of Stockton Office of the United States Trustee for the City Park District of Delaware Conveyance Permits Riverside County Treasurer County of San Jose Santa Clara and San Benito Counties County of San Mateo Santa Clara County Department of County of Santa Clara Environmental Health County of Santa Clara, Department of Planning Securities & Exchange Commission & Development State of California, Franchise Tax Board Delaware Office of the Attorney General State of California, Office of Attorney General Delaware Secretary of State State of California, State Board of Equalization Delaware State Treasury The City of San Jose, Office of Parking Department of Tax And Collections, San Jose Violations Department of The Treasury U.S. Small Business Administration Office of the United States Attorney for the District of Delaware

LITIGATION Accor/Fairmont Hotel Resorts

PENSION/HEALTH AND WELFARE PLANS

District Council 16 Northern California Health South Bay H.E.R.E. Trust Fund and Welfare Plan Teamsters Managed Trust Funds Labor Unions 401(K) Plan Western Conference Teamsters

PROFESSIONALS (BANKRUPTCY AND ORDINARY COURSE)

Bishop-Mccann, LLC Liftoff Law LLC Coblentz,Patch,Duffy & Bass Michelman and Robinson, LLP Cole Schotz, P.C. Morgan Stanley Smith Barney LLC David A. Berger, Cpa Morrison & Foerster LLP David Busch and Fox & Fox Law Corporation Morrison Nichols Arsht & Tunnell LLP Deloitte Tax LLP Moss Adams LLP DJK Law Group, P.C. Pertl & Alexander LLC DNH Consulting, LLC Petrinovich Pugh & Company LLP Ernst & Young US LLP Pillsbury Winthrop Shaw Pittman LLP Fish & Richardson Pircher, Nichols & Meeks Gibson, Dunn & Crutcher LLP Richards, Watson and Gershon Gordon and Rees, LLP Sensiba San Filippo LLP Greenberg Glusker Shartsis Friese LLP Grzeca Law Group Sidley Austin LLP Hopkins and Carley Stretto Law Office of Phillip J. Griego Verity International Limited Lewis Brisbois Bisgaard & Smith, LLP Weinberg, Roger and Rosenfeld LimNexus LLP Wilson Mcgrath, LLC

TOP 20 CREDITORS

Acco Engineered System Fairmont Hotel- San Francisco Accor/Fairmont Hotel Resorts Impark Barracuda Networks, Inc. Minibar North America Becton, Dickinson and Company Otis CA Department of Tax and Revenue Owl Energy Cappstone Inc. Pacific Coast Trane City of San Jose Pacific Gas & Electric Encore Global, fka PSAV San Jose Water Co 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 13 of 35

Siemens Industry U.S. Small Business Association Sonifi Solutions Inc Vesta Foodservice

U.S. TRUSTEE PERSONNEL

Benjamin Hackman, Trial Attorney Juliet Sarkessian, Trial Attorney Christine Green, Paralegal Specialist Karen Starr, Bankruptcy Analyst David Buchbinder, Trial Attorney Lauren Attix, OA Assistant David Villagrana, Trial Attorney Linda Casey, Trial Attorney Denis Cooke, Auditor (Bankruptcy) Linda Richenderfer, Trial Attorney Diane Giordano, Bankruptcy Analyst Michael Panacio, Bankruptcy Analyst Dion Wynn, Paralegal Specialist Nyanquoi Jones, Auditor (Bankruptcy) Edith A. Serrano, Paralegal Specialist Ramona Vinson, Paralegal Specialist Hannah M. McCollum, Trial Attorney Richard Schepacarter, Trial Attorney Holly Dice, Auditor (Bankruptcy) Rosa Sierra, Trial Attorney James R. O’Malley, Bankruptcy Analyst Shakima L. Dortch, Paralegal Specialist Jane Leamy, Trial Attorney T. Patrick Tinker, Assistant U.S. Trustee Joseph McMahon, Trial Attorney Timothy J. Fox, Jr., Trial Attorney

UNIONS

Cal Steam - 3809 Northern California Painting and Finishing Cal Steam #2504 Association IUOE Local 39 Teamsters Local Union No. 856 IUPTA District Council 16 Unite H.E.R.E. National Retirement Fund IUPTA District Council 16 Northern California Unite Here Local 19 Local 19 United Educators of San Francisco Local United Steel Workers

UTILITIES

Commercial Energy of California Republic Services Pacific Gas & Electric San Jose Water

OTHER VENDORS

1000 Bulbs.Com A S Hospitality 130 Grand Holdings Inc. A&B Painting Inc. 143 Biz Group A. Weaver Photography 150 South First Street, LLC A-1 Fence Inc. 1st Class Laundry A-A Lock & Alarm Inc. 2015 Peo Convention AAA Fence Company, Inc 2016 Corde Valle, LLC AAF International 305 Communications and Events Aamera Zafer 38 North Connections, LLC ABC 477K Group, LLC Abel Medrano 4Imprint, Inc Abi Romero Ramirez 8X8 Absolute Software A Closer Look, LLC AC Hotel A F Limo Access Commercail Door Company A Gifted Education Access Commercial Door A Karaoke Dj Rental Acco Engineered System A Party Place Rental Accommodation Plus Int'l

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Accor Business and Leisure All Things Meetings Accor Management Us Inc. Allan Riccetti Accor/Fairmont Hotel Resorts Allegra Entertainment and Events Accountemps Allen - Bailey Tag and Label Accounting Principals Allied 100, LLC Accretive Wealth Management LLC Allied Construction Services Ace America Tour & Convention Allied Drapery Service Acme Pacific Repairs Allied Refrigeration Acronym Media, Inc Allied Reliability, Inc Acterra Allied Universal Active Network/Starcite, Inc Allure Travel Ada Hotel Signs Alma Lee Adam Alper Alma Navarro Adam Keller Aloft Santa Clara Adam Mali Alpha Card Adam Wald Altour California, LLC Adaptive Insights Inc Altour International Adaptive Sights Altour International, Inc Adobe AM Party Rentals Adolfo Acosta Amadeus Hospitality Americas, Inc ADP Time & Attendance Amadeus Hospitality Americas, Inc. ADR Promotions Amador Bueno Advanced Business Solutions Amazing Packing Supplies AFCO Amazing Products Buyers Affiliate of Cruises and Tours Unlimited Amazon Capital Services, Inc AFFL, LLC Amber Food International, Inc Affordable Travel Planner. Inc Ambiance By Tejel Aflac Ambius Aftermath Services LLC American Airlines AGS Quality Linen, Inc American Anthropological Association AIA Corporation American Bar Association Air Aroma USA Dist, LLC American Beverage Equipment Aircom Mechanical Inc American Craft Distributing Company Airgas American Express Airline Accommodations Solutions, LLC American Express Global Bt Israel Alameda Electrical Distributor American Express Meeting and Events Alan Perez American Federation of Government Alaska Airlines, Inc. American Furniture Rentals, Inc Albert Morales American Hotel Register Co Albert Uster Imports Inc American Industrial Pumps Alegria Destination and Events American Red Cross Alex Sotelo Cellars American Registry For Internet Numbers, Ltd Alexandra Kogan American Safe Inc Alfie Dreifuss Productions American Society of Mechanical Engineers Alfonso Rodriguez American Travel Soultions All Cal Golf and Industrial Vehicle America's Best Coffee Roasting Company All Direct Travel Solutions Amerigas - San Jose All Elements Design AMJ Campbell Toronto-Household All Star Travel Group Anais Event Planning Design 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 15 of 35

Analog Devices Automatic Door Systems, Inc. Ananth Reddy Automation Anywhere Inc Andrew Airoso Avalon Transportation, LLC Angel Fontanilla Avendra Replenishment Angela Marilyn Delong Avendra Replenishment LLC Angelica Cantlon B Line Events, Inc. Anime Resource Group B.T. Mancini Co. Inc. Annastasia Rossi Baker's Floor and Surface Anschutz L.A. Soccer Inc dba Los Angeles Galaxy Bakers of Paris Anthony Travel Balloonatics Antigua De Mexico Bamo Inc. Antonio Perez III Bankdirect Capital Finance Aon Risk Service Central, Inc Banks Sadler Limited API - Accommodations Plus International Alaska Barbara Reyes Airlines Bardic Management and Marketing LLC Apple Advertising Barefoot Coffee Applied Air Filters, Inc Barney and Barney Applied Industrial Technologies Barry Swenson Builder Aquatic Access Inc. Battery Shack 11 Inc. Aquatic Commerical Industries Bay Area Air Quality Management District Arc Document Solutions, LLC Bay Area Air Quality Management District (BAAQMD) Arcelia Barriga Bay Area Furniture Bank Arch Angel Music Concerts, Inc Bay Area Host Committee Archbishop Mitty High School Bay Area Mechanical LLC Arctic Express - Nor Cal Bay Area News Group Ardelyx Inc. Bay Area Newsgroup Armstrong Moving and Storage Bay Area Strings Arrowhead Bay City Boiler & Engineering Co, Inc. Art Advisory Service BBCT Media, Inc ASCAP BBJ Linen Rental Ascot Travel BCD M&I Ashdown Architecture, Inc BCD Meetings and Events Ashraf Tadros BCV ASM Stone Care Beat Street ASMI Beck's Shoes ASML Becton, Dickinson and Company Aspen Travel Beekley Corporation Assa Abloy Global Solutions Beeline Travel Associated Luxury Hotels Bees At Home Beekeeper Associated Students of Wilcox High School Behnam Eliaszadeh Associated Students of Yerba Buena High School Belal Aftab Association For Research In Otolaryngology Bellarmine College Preparatory Association of Science-Technology Centers Incorp Bendik Kleveland Assyrian American Assoc. of San Jose Benefit Resource Astra Kelly Benjamin Jones AT&T Berkeley Farms AT&T Mobility Best Buy Business Advantage Account Aubrey Parrott Best Buy Stores, L.P. Automated Solutions Group Asg Bestflag.Com 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 16 of 35

Beverly Coat Hanger Bruvion Travel Bhupinder Lehga Bryan Allen Events Bicycle Express Bryan Olson Big Think Media, Inc Bryan Walker Bijan Bakery Buckalew Hospitality, LLC Bijan Wine Bar Buckles Smith Bill Wilson Center Buckles-Smith Electric Company Bill.Com Bunzl Processor Division Billion Travel Solutions LLC Bur Mah Birchstreet Bur+Mah Birdbuffer Burford Productions and Travel Birite Foodservice Distributors Burke Floor Covering Bizchair.Com Burr Plumbing & Pumping Bjorn Fiten Business For Social Responsibility BKM Business Radio Licensing Blackhawk Labs, LLC Bz Media Blonder C & J Contracting Bloomberg Businessweek C and J Contracting, Inc Blooming Bouquet C.J. Pacific International Inc Blue Ribbon Supply Company C.R. Laurence Company Blue River Farms Cablesandkits.Com Bluebuzzard Technology Group, Inc Caffe Carrello Board of Trustees of Leland Stanford University Cal Fire / Office of The State Fire Marshal Boba Bar Cal Neon Bobbie Binns California Association of Realtors Bongarde California Band Directors Association Bonotel Exclusive Travel California Chamber of Commerce Book My Group LLC California Hotel & Lodging Association Booking.Com Bv California Hydronics Corp Boot World California School Employees Association Bottomley Distributing Co California Teachers Association Bounce House Rentals California Travel & Tourism Commission Boys and Girls Club of Silicon Valley California Trust Connection Inc. Brad Metzger Restaurant Solutions Inc. Calpacific Equipment Brandon Barre Calsa Scholarship Fund Branham High School Student Body Fund Cam Acoustics Brentrick Inc Camfil Brev Resources. Inc Camfil Usa, Inc Brian Agle Canada Legal Referral Brian Chevalier Candido Madrigal Brian Kneis Candy Dish Candy, LLC Brian Mckinnon Candy Warehouse.Com Brian Orter Lighting Design, LLC Cang Yuchun Bright Event Rentals. LLC Capitol Imaging Briotix Inc. Cappa & Graham Broadcast Music Inc. Cappstone Inc. Brown Hill Productions, LLC Caritas Ma Rona Campos Vega Bruce Barton Pump Carla Blackwell Bruce Barton Pump Service Carlo Nardi 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 17 of 35

Carlos Segovia Cintas First Aid and Safety Carlos Solis Cisco Carlos Valencia Cisco Air Systems Carlson Wagonlit Travel Cittis Florist Carolyn Jones City Career Fair Carrier Corporation City Ventures Communities Case Parts Company Cityteam Ministries Castilleja School Claridge Products and Equipment Catalina Lamp & Shade Clark Pest Control CB Tint Classic Party Rentals CDAS Consulting Inc. Classic Wines CDW Direct Classpass Inc. Central Computers Clean Harbors Environmental Service Ceres Unified Teachers Association Clearslide, Inc Ceridian Clearvu Enterprises Cet Management Uk Ltd Cleveland Menu Printing, Inc Chair Divas Cloth Connection Challenge Dairy Products CM Publications Chambers and Chambers Coast2Coast Survey Corporation Chaminade Coca Cola Charge Point, Inc Coca Cola Refreshments Charles R. Burgan Cocktail Kingdom, LLC Charles R. Hawley Code Fulfillment Charter Furniture Cogency Global Chef Works Cohesity Inc Chemsearch Coker Pump and Equipment Company Cherie Fang San Diego College Hunks Hauling Junk Chevron and Texaco Business Card Services Collegiate Parent, LLC China Cyts M.I.C.E Service Co Comcast Chinese Historical & Cultural Project Comcast Business Chino Valley Unified School District Comcast Spectacor LLC Chlic-Chicago Comdata Chmwarnick, LLC Comedy Club of San Jose Chocolate Accents Commercial Energy of California Chris Adgar Beal Compactor Management Company Chrissa Imports, Ltd. Compass Communications Group Christian Camarillo Competitor Group Christine Le Comtix Christmas In The Park Conexis Christopher M. Adgar-Beal Conference Direct Cid Entertainment Conference Housing Cigna / Lina Connections Housing Cigna C/O Hsa Bank Consulate General of India, San Francisco Cigna Healthcare Consullate General of Switzerland Cinequest Convention Housing Management Cintas Corporation Convention Housing Partners LLC Cintas Corporation #630 Convention Management Resources, Inc Cintas Fire National Accounts Copy Pro Cintas Fire Protection Corinne Moore 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 18 of 35

Corodata Media Storage Cyberwatch Security Corodata Records Management Cyril Isnard Corporate Tax Incentives D&D Compressor Inc. Corporate Travel Management D&S Communication Corporate Traveler D.W. Haber and Son, Inc Corporate Traveler Seattle Daddy O Cort Trade Show Furnishings Daisy Gonzalez Cory Green Daltile Costco Travel Dalya Barsamian Costco Wholesale Dana Messing Coterie Cellars Daniel Mcgowan County Specialty Gases Daniel Wong Mcclain Courtcall LLC Danny Thomas Party Rentals Courtyard By Marriott San Jose Campbell Dante Billeci Courtyard San Jose Airport Darryl Scotti Events, Inc Cowork Chilliwack Data Center Warehouse, LLC CPRA, Inc Data Communications Management Cray Datamation Systems, Inc Creations For All Seasons Dave Moody Creative Athletic David Aldana Creative Drinks, Inc David Gonzales Creative Drywall Design David Guillory Creative Group David Krishock Creative Tours Usa David Lund Creative:Mint LLC David Martin Vanoverveen Crest / Good Manufacturing David Roche Crest /Good Manufacturing Dawn Food Products Criollo Chocolatier LLC Dbs Construction Cristo Rey San Jose Work Study Program Dcm Travel Crossley Axminster,Inc De Sousa Hughes Crown Equipment Corporation Dean & Deluca Crystal Springs Uplands School Debco Travel Inc Csea Chapter #223 Deck Agency Inc. Csea Chapter #243 Decorative Plant Service Csea Chapter #404 Del Monte Capitol Meat Company, LLC Csea Chapter #605 Dell Marketing LP Csea Chapter #674 Departure Lounge CTC-USA Design About Town Culligan Water Conditioning Design Heating & Air Conditioning Inc. Cung Le Development Dimensions International, Inc Cupertino Courtyard Diana Orsatelli Current Events. Inc Diana Rivas Currey & Company Digica Solutions Custom Cuts Interior Trim Digitalocean Holdings Inc Custom Video Connection Diminished Blue Cut Rate Batteries, Inc Dippin Dots Ice Cream Cvent, Inc Direct Travel Cvi Brands Discovery Door Cwt Meeting and Events Do It For The Love 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 19 of 35

Dolce Hayes Mansion Empire Floor Machine Door Specialties, Inc Employment Development Department Door Systems Enactus Doorpro Doorstops Encore Global, fka PSAV Dormakaba Canada Inc Energy Retrofit Co Dormakaba Usa, Inc. Saflok Energy Source Dos Palos Oro Loma Joint Unified School District Engineering & Utility Contractors Association Doubletree By Hilton Enterprise Car Rental Doubletree San Jose Enterprise Events Group Dow Jones & Co Inc Entertainment Travel Drapes 4 Show, Inc. Entire Productions, Inc Dream World Travel Envirocheck, Inc. Ds Interpretation Inc Environmental Health Permit Dtrs Palo Alto LLC Envisionary Images Duckhorn Wine Company Epic Games Inc Dusti Travel Epic Wines & Spirts E & A Door Company Inc. Eq Holding E.M. Hundley Eric Ho EAB Global Inc Eric Rodriguez East Bay Restaurant Supply. Inc. Eric Stark Interiors, Inc East Lake Seafood Restaurant Erich Steinbock East Side Union High School District Erin Brayer Easy Fuel Ernest Martinez Echarterbus Ernst and Young Foundation Eclipse Foundation Especially Yours Corporation Ecolab Ecosure Espresso Bar Catering Ecolab Food Safety Specialties Etemp Ecolab Pest Elimaination Division Etouches, Inc. Economics Laboratory Inc Euci Ecopia Farms Euromoney Trading Limited Edenred Commuter Benefit Solutions LLC European Finishing Equipment Edges Electrical Group Evan Hunt Eduardo Sandoval Event and Tours Inc Edward Don & Company, LLC Event Strategy Group Edward Ramos Event Travel Management Efi Global, Inc Eventa Global Inc Dba Groups360 Egencia Uk Events Consultants Elavon Eventsphere, LLC Electric Mirror Eventup Elfiq Networks (Elfiq Inc.) Eventwright, LLC Elijah Emmenuel Evergreen Wushu Elizabeth Ann Bongiorno Evolutionary Events Ellation, Inc Evonne & Darren Photography Ellen Michaels Presents Exl Media Elliott Management Expedia, Inc Ellis Salsby Ltd Experient, Inc Elvira S. Rios Exposyour LLC Emc2 Travel Planners Extenet Emilcott Assoc., Inc Extenet Systems Inc. 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 20 of 35

Extenet Flowers By Edgar Eyc Rentals Flywheel Facilitec West Fntech Fairfield Inn and Suites Foliate Plant Domain Fairmont Austin Forbes Industries Fairmont Century Plaza Forbes Travel Guide Fairmont Grand Del Mar Forenta Fairmont Heritage Place Fr Fortessa Tableware Solutions Fairmont Heritage Place, Ghirardelli Square Fortessa, Inc Fairmont Hotel Chicago Foster Brothers Security Systems Inc. Fairmont Hotel Petty Cash Foundation Art Services Fairmont Hotel- San Francisco Foundation For Educational Administration Fairmont Hotels and Resorts (Us) Inc Four Points San Jose Downtown Fairmont Hotels Inc Four Seasons Hotel Fairmont Hotels Resorts(Us) Inc. Four Star Seafood, Inc. Fairmont Le Chateau Frontenac Four Winds Interactive, LLC Fairmont Mayakoba Fox Chandelier Cleaning Fairmont Miramar Hotel and Bunglows Fox Travel Fairmont Newport Beach Franke Coffee Systems Americas, LLC Fairmont Pacific Rim Franklin Covey Client Sales, Inc. Fanimecon 2017 Fred Mills Far Horizons Travel Frederick Quesada Fast Times Freedom Hygiene Fatima Amador Freedompay Inc. Federal Express Freeman Xp Fedex Freight Fremont Marriott Silicon Valley Fedex Office Freon Free Inc. FedEx Office and Print Services, Inc. Fresenius Medical Care North America Fedrooms Fresh Point Feld Entertainment, Inc Front of House Felix Amirian Frosch Entertainment Travel Fell Travel Frosch Global Conference & Events Ferguson Enterprise, Inc #686 Frosch International Travel, Inc Ferguson Enterprises, Inc Frosch Travel Fine Linen Creation, LLC Frys Electronics Firooz Sadigh Gabriel Lee First American Title Insurance Gabriel Partida First In Service Travel Gabriel Reyes Fit Republic - Pleasanton Fitness LLC Gaitan Custom Upholstery Fitguard Garda Cl West, Inc Fix Air Garden of Dreams Foundation Flag Time Garvey Schubert Barer Flashbay Inc Gatsby Entertainment Flight Centre (Uk) Limited GBT US LLC Florence Filter Corporation GCS Service Florence Saunders GCS Service, Inc Flos.Com Gelataio, Inc Flourishing Garden Gemma Morgan Flowater, Inc Genesis Global, Inc 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 21 of 35

George Hamilton Guest Tek George P. Johnson Company Guglielmo Winery George Rufino Guillermina Bolanos Gerry Rodriguez Guillermo Farias-Alcara GHA Technologies, Inc Gustavo Fernandez Photography GHA Technologies, Inc. Gvinstall, LLC Ghulam Moheyuddin H. Mercer Imports Inc Giant Creative Services H.I.S International Tours ( NY) Inc Giant Spoon LLC H.Y. Floor & Gameline Painting, Inc. Gilda Bloom Haitt Entertainment Group Gildardo Briseno Halcon Viajes Glarus Gourmet Hamed Adib Glasfurd and Walker Design Inc Hands On Photography Glass Art Society Hands On Studio Global Events Inc Happy Hollow Park & Zoo Global Executive Forums Harry Schmidt Global Management Services Harvard Business Review Global Software Inc. Hawaiian Airlines, Inc. Globalgiving Hawaiian Snow Shave Ice Globe Hotelware Agency Hawthorne Holdings Globoforce, Ltd Hay! Straws Go Fair Ltd Health Solutions Services, Inc Go West Tours Helms Briscoe Gobosource - Globus New Media LLC Heritage Food Service Group Golden Brands San Jose Hermitage Brewing Co Golden Malted Herrington and Company, Inc Golden State Ice Cream Hewlett Packard Gong Cha, Eastridge Mall / Sjsu Hewlett Packard Enterprise Goods and Services Hiatt Entertainment Group Gourmet and More, Inc Hickory Global Partners Gourmet Express Hidaya Foundation Gourmet Foods Inc Hilton Garden Inn Cupertino Gourmet Table Skirts and Linens Hilton San Jose Graebel Companies Hireright, Inc Grainger Hispanic It Executive Council Grand Destinations Hobart Corporation Granville Mcanear Hogg Robinson Usa LLC Gravo Tech Holiday Inn San Jose Graybar Holiday Travel Grease Busters Home Depot Credit Services Great Expectations Honey Book, Inc Greenleaf Produce Honeywell International Gregoria Cruz-Bautista Honeywell International Ecc Us Gregory Gentry Hopscotch Press Grgich Hills Estate Hoshizaki Western D.C., Inc Grill Concepts, Inc Hospitality and Retail Systems Inc Grill on the Alley Hospitality Careers Online, Inc. Grouphousing Hospitality Performance Network Guangzhou Dista International Hotel Accommodations, Inc 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 22 of 35

Hotel Connections Inc Insight Hotel Connextions, LLC Insight Direct Usa, Inc Hotel Credit Association Insite Selecton Services, Intl Hotel De Anza Intec Solutions Hotel Equity Fund Iii Integrated Decisions and Systems, Inc Hotel Information Service, Inc Integrated Doors Solutions Hotel Lucent Intelli Tech Hotel Planner Intelligent Hospitality, LLC Hotel Reservation Services Intelligent Transportation Society Hotel Valencia Santana Row Interior Plant Design Hotelrez Limited Internal Revenue Service Hotels For Hope International Consolidated Airlines Howard Johnson International Display and Exhibit Corp HP Inc. International Sales Group HPN Global International Society For Optical Engineering HR Candidate Lead Intersport, Inc. Hrdirect Interstate Battery System of San Jose HRG Worldwide Intrax Global Internships Hubert Kang Photography Ltd Intrepid Electronic Systems Inc Hunter Amenities International Ltd. Intuit Hupp Draft Services Isaac Bacon Coyle Hyatt Place San Jose Italian Harvest, Inc. Hyland Software, Inc Its Tours I4D Event Services, Inc J & R Supply, Inc Iar Systems Software J. Sosnick & Son Ice Arizona Hockey Co, Lp J.A. Casillas Ideal, North America, Inc. J.C. Phelan and Sons, Inc. Ideas Jack Morton World Wide Identicard Systems Jalsa Catering and Events IDN Global Inc James Are IDN Inc. James Parnagian Ieee / MCM James Pimental Iida Northern California Chapter James R Bast Imobile Services Inc James W. Crawford Co. IMP Foods Janice Freeman Impark Janus and Cie Imprint Plus Usa Jason Kilmer Imprint Plus Usa Inc. Jason Stephens Winery In- Room Plus Jay Leatherkraft Ltd Independent Hotel Group LLC JDM Coaching 360, LLC Indoor Enviromental Service Jeff Fiedler Industrial Plumbing Supply Jeff Walker Informatica Jeffrey Malkasian Infrared Jennifer Depriest Inmex Jenssen Scales Inner Workings Jerry Nilsen Innspector Software Jerry Sauceda Inpro Corporation Jerusalem Grill & Bar Inserv Company Jessenias Janitorial and Carpet 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 23 of 35

Jessica Johnson Kaiser Foundation Health Plan Jetaport Travel Kaiser Permanente JetBlue Airways Corporation Kanaloa Seafood Jim Ries Karcher North America Jim Ureta Karim Tadros Jim Vela Karma Travel JJ Tours Katheren Geisick Joanne Catherine Hill Katom Restaurant Supply Joaquin Barreto Kayh Consulting, Inc Joecruisers.Com KBA Docusys Inc Joel Cardoza Kelvin Pham Joey Masterson Ken Tran John Arrasjid Kennedy Pool Service John Carapinha Kevin Chou's Piano Tuner John Figone Kevin Mccullough John Lull Kevin Saxe John Neri Kevin Trapani John Seaman Keyevents John Song Kid Stuff Marketing John Worley Quartet King of Mushrooms Johnson Controls Security Solutions Kintetsu International Express (Usa) Inc Johnstone Supply Kip Allert Jomar, Inc Kipsu, Inc Jonah Cabral Kitchen, Restaurant and Bar Specialists Jones Lang Lasalle Americas, Inc Klok Media, Inc Jordan Sofris Knowland Jorgeluis Perez Koch Filter Jose A. Martinez Koch Ljungberg Tours & Travel Jose De La Sierra Kodak Alaris Inc. Jose Jr De La Cruz Koffler Electrical Mechanical Joseph David International, LLC Kole Imports Joseph Sumabat Jr. Korin Japanese Trading Corp. Josh Kutcher Koroseal Hospitality Network Joshua Cote Koroseal Interior Products Joshua Cross Kravet Contract Joy Hackett Krizia Cabrera Joy Yllana Krueger International, Inc JP Consulting Krupka Consulting JTB CWT Business Travel Kshatriyas Assoc. of North America JTB USA Kym Lai Ng Jtech La County Office of Education Juan De Jesus Cortes La Tienda Wholesale Juan Garcia Labor Unions 401(K) Plan Julia Miller Lanyon Solutions Juniper Hotel Cupertino Lastbottlewines.Com Justin Burbick Latin Entertainment K & M Foodservice Latin Foods Market K Doving Launch, Inc K2 Drycleaning Equipment Lauren Blankenship 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 24 of 35

Lauren Halliwell Lonnye D. Dotson Laurent Fourgo Lorevi Lee Lawerence Ciriana Lori Popovich LB Steak Los Tres Reyes LC Networks Inc Loyalty Travel Agency, LLC Leading Quality Assurance Ltd LPA, Inc Lecours Wolfson Limited Lucile Packard Foundation For Children's Health Ledge Vineyards Luisa Hernandez Leggett & Platt Financial Services Lusamerica Foods Legion Construction, Inc Lydia Goldman Leland High School Lynn Le Lennox Suites LLC Lyondell Lenovo Global Technology (United States) Inc, M.A. Center Leonardo Ibanez M.E. Fox Lerch Bates Macarena Carballo Les Clefs D'Or USA. Ltd Madera Unified School District Les Voorhees Madison House Travel Lexxcomm Magellan Behavioral Service Lexyl Travel Maggie Quinn Lexyl Travel Technologies Maharaniweddings.Com Lg Electronics Usa Mailfinance LG Fulfillment Majestic International LGA Hospitality Staffing of California Majestic International Usa, Inc Life Insurance Company of North America Majestic Mirror & Frame Life Sciences Conference Gruop Majilite Corporation Lifesafe Services Major League Soccer Lifestyle Supreme Makai Events, Inc Liga Travel GMBH Malachi Hernandez Light Tower Associates. LP Mama's Bakery Lilan Buckosky Manifold Lilia Rodriguez Manual Lopez Lina Broydo Manuel Constancio Jr Linda Moore Marble Creations Inc. Lindsay Curl Marblesmith Linear Tech Striping Marc Lawrence Interiors Linespeed Events March of Dimes Linkedin Ireland Unlimited Company Marche Label Terre Inc. Lisa Lambert Maria Fajardo Lisa Lindsley Maria Murray Little Explorers Mobile Petting Zoo and Party's Mariano's Hardwood Floors Live Nation Tours Maricela Gonzales Enriquez Living Stream Ministry Marie-Astrid Langer Lls Mario Tavares Local Wise Inc Mariposa Baking Company Lock Travel Management Maritz Global Lockton Companies Maritz Travel Lodging Solutions, LLC Maritz Wolff LLC Lois Lane Travel Mark Clough Long My Khuong Mark Gomez dba MG for Hair 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 25 of 35

Mark Schlossberg MHW Ltd /Neft Vodka Usa Mark Willis Michael Carter Marque Foods Michael Martella Wine Marquis Custom Contract Seating Michael Reed Marquis Seating Michael S. Hensley Party Rental Marriott Business Services Michael Villamieua Marsh Michael Villanueva Marsh and Mclennan Agency Michael Weiss Marsh USA, Inc Micraled Corp Martha Romero Micraled Corporation Martin Miller Midpen Housing Corporation Martin Tracey Mike Carlson Martin's VIP Travel Inc. Mike Perea Mary Chamakl Milenium Trade, LLC Mass Mutual Milton W. Bosley & Co. Master Wholesale Minibar North America Math Class Band Minibar North America, Inc Matt Beasley Minton Door Company Matthew Wright Mitchell Gold + Bob Williams Maui Foods International Mitsubishi Electric Us, Inc Mauricio Mejia Mity Lite, Inc Max Consultants Mj Mechanical Maxibar Limited Mj Mechanical Services Maxim World Limited Mktg Maxima De-La-Cruz Mohawk Finishing Products Maxvantage / American Express Monarch Truck Center Maxwell Rodgers Fabrics Limited Mona's Fruits Maxxum Leasing Corporation Monastery Hill Bindery Mbs Engineering Inc. Mondial Drycleaning Products MCI USA Montgomery Technologies, LLC Mcmaster-Carr Moreno and Associates Inc. Mediasignage Inc. Moreno Valley Unified School District Meese Inc (Dba/Modroto) Morgan Hill Live Oak High School Meese Orbitron Dunne Mosaic Event Management Meet Green Mosaic Global Transportation Meet With Success, Inc. Mount Vernon Meeting Expectations Inc Mount Vernon Mills,Inc Meeting Professionals International MRC Smart Technology Solutions Meeting Resources Group, LLC Multivac, Inc Meeting Site Solutions Musicality International Inc. Meeting Sites Resource Corporation Musson Theatrical Meeting Tomorrow My French Cellar Meetings Innovations My Kind of Mustard, LLC Melissa Conaulty Mywedding.Com Meredith Corporation N2N Secure Inc. Metro Media, Inc Nalco Company Metropolitan Life Insurance Co. Nalco Company LLC Mfactor Nancy Arias-Ramierez MGM Holiday Inc Nancy Elam 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 26 of 35

Nanog Old World Travel Services Napa Valley Linens Oleksy Ohurtsov Nareh Anna Torosyan OMR Commercial Seating National Association For Catering and Events OMR Upholstery National Corporate Research On Board Experiential Marketing National Drive One10 LLC National Hotel - Motel Association Oneplan National Travel Systems Onpeak, LLC Nationwide Technology Services LLC Ontellus Natomas Unified School District Opal Financial Group NC Event Designs Open Compute Project Foundation Nealson Business Systems Open Table Neil Raina Opentable, Inc Netgate OpenTable, Inc. Netsuite Optical Society of America Newmarket International Options Cm, Inc Newport Fish Opus Agency Newport Meat Northern California, Inc. Oracle America, Inc Nextnav Oracle Canada Nextnav (Roof Antenna) Orange County Department of Ed Nicholson World Travel O'Reilly Media Nick Seabright Oriental Trading Co Night Flight Tours Origin Juicery Nistica, Inc Osborne & Little No More Dirt OTA Insight Nobilies Otis Nor1, Inc Otis Elevator Company Norberto Capili Cortez Ovation Travel Noreen Rodriguez Ovation Travel Group Norman S. Wright Mechanical Equipment Corporation Ovation Travel Group Inc. Normed Overseas Travel International North American Power & Controls, Inc Owl Energy Northern California Volleyball Association Owl Energy Resources Northern Feather Canada P & D Appliance Northern Feather Canda Ltd P. Kaufman Contract Fabrics Novotel New York Times Square Pac 12 Conference Nuova Didactica Scarl Pace Supply Nuwest Insurance Pacific Air Compressors Nvidia Corporation Pacific Coast Baking Co. Inc O.C. Tanner Pacific Coast Trane Oakland A's Ticket Office Pacific Coast Trane Service Oakland Kosher Foods Pacific Gas & Electric Oasis Grill LLC Pacific Gourmet Ocean Queen USA, Inc Pagenet of Canada Octavio Morales Palisades Convention Management Office Depot Palm Coast Travel Office Relief Palo Verde Teachers Association Office Team Pamela Polson OKT Travel Panama-Buena Vista Union School District 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 27 of 35

Pan-O-Rama Bakery Ports Seafood Panterials Positive Coach Alliance Paper Source Power Systems Pappas Piping Services Prater Sharpening Services Par Avion Preferred Travel Paragon Mechanical Premier Meat Company Paramount Transportations Systems, Inc Premier Meeting Destinations Parker Photographic Production Premier Travel Parts Town LLC Prescriptive Music Party Fiesta Ballon Decor Press Reader Party King Prestige Pass Prestige Accommodations Patricia Barragan Prestige Global Meeting Source Paul Bryant Kent Primetime Sports and Entertainment Paul Pisarri Primizie Foods, Inc Paul Woo Principal Paws and Stripes Principal Life Insurance Company Pax Mahle Wines Print Innovations Inc PCD Printer Connection PCM Technologies Private Spring Water PCM, Inc. Pro Design Solutions Peacock Travel Pro Prep Events Peak Travel Group Pro Soccer Consulting Ltd Pegasus Business Intelligence, LP Pro Travel Pelco Sales & Service Proforma Pelican Signs Projector People Pello Events Pros Parts Pepsi-Cola Company Prosolutions Perimeter Global Logistics Prospect High School Perla Williams De Guzman Protera Peter Cor Belenky Protravel International Peter Doukakis PSAV Peter M Perea Public Works-Event Services Peterson Technical Services Pullman San Francisco Bay Petra Beltran Pur Development Pte. Ltd Pfeiffer Electric Co PV Business Solutions Ph Pool & Spa, Inc. Pwi Construction, Inc Phil Vallejo Pyro-Comm System Photo Works Interactive Quadient Finance USA Pink Quest Diagnostics Pitney Bowes Global Financial Questex Pitney Bowes Purchase Power Quintessential Wines Pivot Interiors Inc Qzina Specialty Foods Planet Orange General Pest Control R & B Electronics Plansource Benefits Administration Inc R & H Wholesale Hardware Plansource Benefits Administration, Inc. R&G Services Plant Domaine, LLC R&S Erection Of Santa Clara County. Inc. Plasticard Locktech International R.A. Travel Plaza Travel R.E. Cuddie Co 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 28 of 35

R.F. Macdonald Co. RM Executive Transportation Rachel B. Harris Road Rebel Entertainment Rafael Martinez Robbins Research International Inc Rago Neon Inc Robert Crowder & Company Rahi Systems Inc Robert Half Management Resources Rainbow Chamber of Commerce Silicon Valley Robert R Ragasa Raj Shah Rock On Travel Rakesh Rathi Rock The Bike Ralph Dickman Rocko's Ice Cream Tacos Rambar Inc Rockwell Architecture Ram's Gate Winery Roku Ramzi Shamieh Rolando Mozo Randall J Black Roma Bakery Raul Martinez Rombauer Vineyards Raymand M. Buyco Ron Starkey RDL Construction, Inc Room360 Ready Care Industries Roomroster, LLC Ready Refresh By Nestle Rosa Covarrubias Realcomm Rosies & Posies Recovery Cafe San Jose Rotary Club of San Jose Red Chair Events Rotary Fireworks Redd Golf Inc Royal Brass Reeves Royal Cup Coffee Refrigeration Supplies Distributor Royal Glass Regal Wine Company Royal Laundry Regency Lighting Royal Thai Americas 2017, Inc Regency Wraps Inc RSD (Refrigeration Supplies Distributor) Relativity Travel Ltd Rtg Golf Inc Reliable Facility Placement Rubicon Communications LLC Reliable Liquidation & Installation Rule of Law Defense Fund Rene Samulewitsch Rustys Chips Republic Services #915 Ruth and Going, Inc Restaurant Technologies S & G Carpet & More Restaurantware, LLC S&S Welding Retro Jukebox Band S.F. Administrators, Inc Revel Environmental Manufacturing Inc. Sabre Glbl, Inc. Rexel of America, LLC Safemark Systems Reyes Coca-Cola Bottling. LLC Safeplace North America Rhub Communications Safesetc.Com Ricardo Fontanilla Safety Kleen Corp Richard Horton Safeway Incorporated Richloom Fabrics Group Safeway Store Rick Braunstein Safmark Systems Rick Tomlin Sagra Inc. Rick Yu Sally Bain Rico Delargo Sally Fourmy & Associates Ridge Vineyards Sally Fourmy and Associates Rigo Campos Sal's Airport & Limo Service Rk Electric, Inc. Sammy Milad 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 29 of 35

Samsung Hospitality America Scotts Seafood Samuel Villa Sealy Mattress Company San Bernardino Community College District Sealy Mattress Manufacturing Company San Diego Community College District Sean Pritchard San Diego Concierge LLC Sean Vernon San Francisco Paintsource Sebastopol Microgreens San Francisco Specialty Food Inc Second Harvest Food Bank San Francisco Travel Association Secure Links San Jose Airport Garden Hotel Security Safe San Jose Airport Inn Sedgwick Claims Management Services. Inc San Jose Boiler Works See America Travel, Inc San Jose Chapter of The Links, Inc Seiko Corporation of America San Jose Construction Co., Inc Seiva Business Travel San Jose Downtown Association Sensors Quality Management Inc San Jose Grill,LLC Service Concierge San Jose Ice Company Service Research and Innovation Institute San Jose Improv Comedy Club Servpro of Morgan Hill / Gilroy San Jose Jazz Society Servpro of Palo Alto San Jose Police Department SESAC Inc San Jose Sharks Seven Seas Sushi San Jose Silicon Valley SF Administrators San Jose State University SF SB Committee, Inc San Jose State University Research SF Wifi San Jose Water Co Shane Detweiler Sandra Contreras Shannon Jin Sandro Tolentino Sharino Co, Inc. Sanford P. Fernandez Sharks Sports and Entertainment Santa Barbara Travel Sharp Business Systems Santa Clara Athletics Shasta Secondary Employee Assocation Santa Clara County Sheila Holliday Santa Clara County Asian Law Alliance Shi International Corp Santa Clara Custom Chiropractic SHL Canada, Inc Santa Clara Marriott Hotel Shorts Travel Management, Inc Santa Clara Unified School District Shweta Mishra Santa Clara University Shyanne Houlden Santa Clara University School of Law Sico America Inc SAP America Sico America, Inc Sarah Sandvig Sidney Nobleza Satelite Office Services LLC Siemens Save On Resorts Siemens Industry SC Global Enterprise, Inc. Signature Equipovision LLC Scentair Technologies Signature Hospitality Carpets Schaper Signature Travel Network Schauf Company Silicon Valley Business Journal Schneider Textiles Finishing Silicon Valley Comic Con, LLC Schricker Engineering Group Silicon Valley Community Foundation Schurra'S Silicon Valley Concierge Association Schwegman Lundberg and Woessner. P. A. Silicon Valley Monterey Bay Council Scienergy Silicon Valley Speaks 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 30 of 35

Silver Oak Cellars State Farm Mutual Automobile Ins Company Silver Spoon Statesman Travel Services Ltd Silverware POS Inc. Stationary Engineers Apprentice Single Digits Inc Stationary Engineers, Local 39 Sir San Francisco Steinbach Hospitality Site Savy Stella Cuisine Site Services Stephen Jeffrey Beard Skipper Sterling Restaurant Supply Sky Events Management Stevan Robinson Sky Window Cleaning Steve Mcewan Skyblue Pool Supply N Service Inc. Steve Weiss Music, Inc. Smart and Final Stewart Management Company Smart Care Equipment Solutions Stokes Wagner Attorneys At Law Social Tables Storrs Winery Society For Information Display STR, Inc Society of Optical Engineering Strategic Site Selection Society of Photo-Optical Instrumentation Engineers Strategic Solution Partners Sock 101 Strategic Travel Sofitel Chicago Magnificent Mile Streamline Events Softchoice Corporation Stuart Rentals Sojern. Inc Stuart Street Consulting Solarwinds Studio 27, LLC Solomon Group Productions L.L.C. Sugar & Spun Solopoint Solutions, Inc. Sun Chek Glass Tinting Company Solutions on Hold Sunbelt Controls Solutions, Inc Superior Sonics ESD Superior Automatic Sprinkler Sonifi Solutions Inc Supplemental Income 401 (K) Plan Sonifi Solutions Inc. Swank Farms Soro Sinaly Swank Motion Pictures, Inc. South Bay H.E.R.E. Trust Fund Swing Stage Systems South Bay Showers Inc Swissotel Hotel Southern Wine & Spirits Synergy Data Southwest Host Services Sysco Food Services Sp Plus Corporation System Concepts Spafax Systema Entertainment Splunk, Inc T and D Communications, Inc. Sponge-Cushion T.V. Service Unlimited Sports Destination Network. Inc Tacos 3 Reyes Sports Trip Tacos Los 3 Reyes Sprig Electric Tag Tours/Tag Events Spur Talley Management Group Inc Ssp Stir Sticks & Picks International Tanknology Inc. St. Nicholas Greek Chruch Tap Master, Inc Stacking Chairs Direct Tap Plastics Inc Standard Party Rentals Tarc Construction, Inc Star Window Cleaning Taylor Made Business Systems Starlight Travel Co, Inc TCA Architects, Inc State Center Community College District Team One 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 31 of 35

Team San Jose The Groove Foundation Teamsters Managed Trust Funds The Guardsmen Teamwrkx Construction The Hartford Technobake The Hartford Steam Boiler Technogym Usa The Home Depot Supply Ted Ramos The Innovation Enterprise Ted Reckas The Latest Scoop, Inc Telecheck The Leukemia and Lymphoma Society Telepacific Communications The Linen House Temporary Kitchens 123, Inc The Loft Catering Co Tempresco, Inc The Lunch Box Company Temspec The Marlin Company Teneo Hospitality Group The Metropolitan Tea Teradata, Inc The Mont LLC Terrie Jaramillo The Moulding Company Tessera Intellectual Property Corp The Ness Group, LLC Testa Rossa Winery The New Act Travel The American Bottling Company The New York Times The Appointment Group The Plaza The Appointment Group, LLC The Posh Bakery, Inc The Bonami Baking Co., Inc The Right Way Drapery Installations The Chef Warehouse West Coast The Sherwin-Williams Co. The Claremont Hotel Club & Spa The Silicon Valley Organization The Continental The Sugarman The Continential Lounge The Tech Interactive The Corporate Event Group The Tour Company Inc The Cupertino Educational Endowment Foundation The Type-Writer The Duke Hotel Newport Beach The Wasserstrom Company The Economist The Westin San Jose The Elevator Consultants The Wilkes Group Inc The Fairmont Chateau Lake Louise Thebigword Inc The Fairmont Copley Plaza Theme Party Productions The Fairmont Dallas Thierry Maupile The Fairmont Hotel Vancouver Third Door Media The Fairmont Kea Lani Maui Thomas Walias The Fairmont Olympic Hotel Ths Company The Fairmont Orchid Tico Coffee Roasters The Fairmont Palliser Tied Together Marketing The Fairmont Pittsburgh Hotel Tiffany Joy Reyes The Fairmont Scottsdale Princess Tim Jackson The Fairmont Sonoma Mission Inn & Spa Time Magazine The Fairmont Washington Dc Timothy Groff The Fairmont Waterfront Timothy Stout The Fairmont Winnipeg Tingue Brown The Gallery Collection Tingue Brown & Co The Glasshouse Sj LLC TMN Events Inc The Grand Bakery Today's Bride The Grass Roots Group Today's Catch Seafood, Inc. The Grill On The Alley Tom Pham 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 32 of 35

Tomales Bay Foods U.S. Bank Equipment Finance Tom's Discount Office Furniture U.S. Foodservice Tony Diep UBM Top Hat Provision Uline Torn Ranch Ultimate Cameras Total Administrative Services Corporation Ultramar Travel Total Facility Services Inc Uncommon Brewers Total System Services, LLC Unicom Consulting Tour Connection Unifocus, LP Tourwerks Sports Uniglobe Red Carpet Travel Tova Day Spa Uniglobe Smart Travel Agency Tracy Orthopedics and Sports Medical Center Uniglobe Travel Partners Trans Group Union Drycleaning Product Usa Travado Union Leasing, Inc Travel and Music Tour Consultant Union Travel LLC Travel and Transport, Inc. United Cleaners Supply Travel Click United Journeys Travel Planning Housing United Refrigeration Travel Quest Network United Rentals North America, Inc Travel Sanabria Imagen Turistica United State Postal Service Travel Shop United States Figure Skating Association Travel Stars United Vanlines, LLC Travel Team Usa Universal Specialties Travel Traders Hotel Stores Universal Travel Travelex International University of California, Irvine Travelink Services Inc University of San Francisco Travelport Global Distribution University Parent Travelsavers UPS Supply Chain Solutions Travelscape, LLC Urban Tactical Group, Inc Travelzoo, Inc US Health Works Tree Techs By The Bay USA Fencing Tri - Kes WaLLCovering USA Gateway Tri Tex Enterprises USA Sevens LLC Trimark Economy Restaurant Fixtures USA Today Trimark Federighi Design USA Water Polo Trimark R.W. Smith Vaad Hakashrus of Northern California Tripadvisor LLC Valarie Aguirre Tri-Tex Enterprises Inc. Valerie Wilson Travel Trophyman / Best Buy Trophy Valley Christian Schools Tropical Nut & Fruits Valley Forge Fabrics Troy Wesnidge, Inc Valley Oil Company Truly Good Foods Valley Transporation Authority Trustyou Gmbh Value Business Products Tube Pro Van Wagner Sports and Entertainment, LLC Turtle Entertainment America Vandepoel Productions TW Smith Plumbers Supply Varidesk, LLC Twitch Interactive Inc. Veggielution Tzell Travel Ventura County Office of Education Tzell Travel West Verizon 62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 33 of 35

Vernon Todd White Conveyors Veronica Topalian Wicked Entertainment, LLC Vesta Foodservice Wilcox Frozen Foods VfFImagewear Inc. / Dickies Will Tang Via-Exito Inc Willett Travel Victor Rodriguez William Montague Limited Victor Ruiz Williams and Williams Victoria Concepcion Williams Rents View Inc Williamson Energy Vincent Marin Williams-Sonoma Viral Guard Systems Willis of Alabama Vision Communications Wind Gap Visiting Media Windstream Communications, Inc Visual Comfort & Company Wine Warehouse Vivreau Winebow Vortex Industries, Inc Wingsworldwide Entertainmenrt Tours Vox Network Solutions WMF Americas, Inc Vox Network Solutions, Inc Woman of Faith Voyages Cortravco World Project VRX Studios Inc. World Wide Gourmet Foods Wage Watch Worldcon 76 Wage Works Worldview Travel Wage Works, Inc. Xenoport Inc Warren Confections Corp Xerox Canada Ltd Water 2 Table Fish Company Xin Jing Travel Services Ltd Water Warehouse, Inc Xo Communications Waterloo Beverages Yellow Checker Cab Company Wawak Yesenia's Janitorial Waxie Sanitary Supply Yolanda Azucena Martinez WB Electric Inc. Yolanda Quintero WBT LLC Yosemite Community College District Webco Supply Inc Youlieh Shahbazian Webstaurantstore Youngs Market Weddinc Your Sourcing Solutions Wedding Wire Ywca of Silicon Valley Wells Fargo Dealer Services YYZ Travel Wessco International Zayo Group Western Ascn. For College Admission Counseling Zee Medical Service Western Conference Teamsters Zep Manufacturing Co Western Digital Zoe's Meats Inc. Western State Design Zurich North America West-Lite Company

62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 34 of 35

SCHEDULE 2

Disclosures to Cole Schotz Retention Application

Parties (or affiliates thereof) who are current or former clients of Cole Schotz in matters unrelated to the Chapter 11 Cases include the following:

Name of Entity Searched Relationship to Name of Entity and/or Affiliate of Status Debtors Entity that is a Cole Schotz Client Wells Fargo Banks/Lender/U Wells Fargo Affiliate of CC Lien Parties current client

American Express Other Vendors American Express Affiliate of current client

Chevron and Texaco Other Vendors SPS Chevron Limited Affiliate of Business Card Services current client

Mount Vernon Other Vendors Mount Vernon Specialty Insurance Affiliate of current client Mount Vernon Mills, Inc Mount Vernon Fire Insurance Oriental Trading Co. Other Vendors Oriental Trading Co. Affiliate of current client

ADP Time & Attendance Other Vendors ADP Inc. Former client ADP Commercial Leasing, LLC

Arrowhead Other Vendors Arrowhead Cadillac & Arrowhead Affiliate of Drywall Supply current client

Amerigas - San Jose Other Vendors Amerigas Propane & Amerigas Former client Partners Active Network/Starcite, Other Vendors Active Network, LLC Affiliate of Inc current client

Elliott Management Other Vendors Elliott Management Corporation Current client

Fairfield Inn and Suites Other Vendors Fairfield Inn & Suites Pittsburg – Affiliates of Neville Island current client Fairfield Inn & Suites by Marriott Cumberland, MD Hewlett Packard Other Vendors Hewlett Packard Former client Hewlett Packard Enterprise HP, Inc. HP Enterprise Services

62358/0001-40296801v6 Case 21-10549-JTD Doc 136-3 Filed 04/01/21 Page 35 of 35

Name of Entity Searched Relationship to Name of Entity and/or Affiliate of Status Debtors Entity that is a Cole Schotz Client Home Depot Credit Other Vendors Home Depot Current client Services The Home Depot Supply Koch Filter Other Vendors Koch Filter Corporation Joint-venture party

Lg Electronics Usa Other Vendors LG Electronics USA, Inc. Former client

Lls Other Vendors LLS Holding, LLC Current client

Marsh Other Vendors Marsh & McLennan Companies, Inc. Former client Marsh and Mclennan Agency MCI USA Other Vendors MCI, LLC Current client MCI Communications Services Affiliate of current client Mount Vernon Other Vendors Mt. Vernon 1014, LLC Affiliate of current client

Normed Other Vendors Normed Verlag, Inc. Affiliate of current client

The Sherwin-Williams Co. Other Vendors Sherwin Williams Current client

Ths Company Other Vendors THS Company, LLC Current client zurich Other Vendors Zurich American Insurance Former client Zurich North America

As part of its diverse practice, Cole Schotz appears in numerous cases, proceedings and transactions involving many different professionals, including other attorneys, accountants, financial consultants and investment bankers, some of whom are or represent parties-in-interest in the Chapter 11 Cases. Cole Schotz does not, and will not, represent any such professional in the Chapter 11 Cases.

62358/0001-40296801v6 Case 21-10549-JTD Doc 136-4 Filed 04/01/21 Page 1 of 5

Exhibit C

Demchick Declaration

62358/0001-40296801v6 Case 21-10549-JTD Doc 136-4 Filed 04/01/21 Page 2 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SC SJ HOLDINGS, LLC, et al. Case No. 21-10549 (JTD)

Debtors.1 (Jointly Administered)

DECLARATION OF NEIL DEMCHICK IN SUPPORT OF DEBTORS’APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF COLE SCHOTZ P.C. AS CO-COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE FMT PETITION DATE

I, Neil Demchick, hereby declare under penalty of perjury, as follows:

1. I am the Chief Restructuring Officer of SC SJ Holdings LLC and certain of its affiliates, the debtors and debtors in possession (collectively, the “Debtors”) in the above- captioned chapter 11 cases (the “Chapter 11 Cases”). Accordingly, I am in all respects competent to make this declaration in support of the application (the “Application”) of the

Debtors to retain Cole Schotz P.C. (“Cole Schotz” or the “Firm”) as their co-counsel pursuant to sections 327(a), 329, and 1107 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”), Rules 2014 and 2016 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”). Except as otherwise noted, I have personal knowledge of the information set forth herein.

2. This declaration is provided pursuant to Paragraph D.2 of the Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11

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U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013

(the “Revised UST Guidelines”). I am informed by counsel that the Revised UST Guidelines suggest that any application for employment of an attorney under 11 U.S.C. §§ 327 or 1103(a) be accompanied by a verified statement from the client that addresses the following:

(a) The identity and position of the person making the verification. The person ordinarily should be the general counsel of the debtor or another officer responsible for supervising outside counsel and monitoring and controlling legal costs. (b) The steps taken by the client to ensure that the applicant’s billing rates and material terms for the engagement are comparable to the applicant's billing rates and terms for other non-bankruptcy engagements and to the billing rates and terms of other comparably skilled professionals. (c) The number of firms the client interviewed. (d) If the billing rates are not comparable to the applicant's billing rates for other non-bankruptcy engagements and to the billing rates of other comparably skilled professionals, the circumstances warranting the retention of that firm. (e) The procedures the client has established to supervise the applicant's fees and expenses and to manage costs. If the procedure for the budgeting, review and approval of fees and expenses differ from those the client regularly employs in non-bankruptcy cases to supervise outside general counsel, explain how and why. In addition, describe any efforts to negotiate rates including rates for routine matters, or in the alternative to delegate such matters to less expensive counsel.

3. On March 5, 2021 (the “FMT Petition Date”), Debtor FMT SJ LLC commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. On March 10, 2021,

Debtor SC SJ Holdings LLC commenced a voluntary case under chapter 11 of the Bankruptcy

Code in this Court. Each of the Debtors’ Chapter 11 Cases are being jointly administered for administrative purposes only.

4. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

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5. I was directly involved in the Debtors’ decision to retain Cole Schotz as bankruptcy counsel in these cases. The Debtors selected Cole Schotz because of the Firm’s extensive knowledge, expertise, and experience in the field of debtors’ and creditors’ rights and business reorganizations under chapter 11 of the Bankruptcy Code. Additionally, Cole Schotz’s knowledge, expertise, and experience practicing before the Court will enable the Firm to work in an efficient and cost-effective manner on behalf of the Debtors’ estates. In preparing for and filing the Chapter 11 Cases, Cole Schotz has become familiar with the Debtors’ business and affairs and many of the potential legal issues that may arise in the context of these cases and since its engagement has advised the Debtors on local rules, practices, and procedures with respect to various restructuring issues. Therefore, the Debtors believe that Cole Schotz is uniquely qualified to represent them in these cases.

6. The Debtors have reviewed Cole Schotz’s rates for the services to be rendered consistent with the Application. I understand that those rates are consistent with (i) Cole

Schotz’s comparable engagements and the billing rates and terms of other comparably skilled firms for providing similar services, and (ii) Cole Schotz’s billing rates for other non-bankruptcy engagements. The Debtors believe that these rates are reasonable.

7. I understand that Cole Schotz is preparing a budget and staffing plan and will be presenting it to the Debtors for approval. The Debtors will regularly monitor and review Cole

Schotz’s fees and expenses throughout this engagement.

8. By virtue of the foregoing, and for the reasons set forth in the Application and the

Declaration of Justin Alberto in support thereof, the Debtors believe that Cole Schotz is well-qualified to represent the Debtors in the Chapter 11 Cases as their co-counsel and seek entry of an Order, substantially in the form attached to the Application, authorizing the Debtors to

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retain Cole Schotz as co-counsel nunc pro tunc to March 5, 2021 in accordance with the terms set forth in the Application.

Pursuant to 28 U.S.C. § 1746, I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

Dated: April 1, 2021 Respectfully submitted,

/s/ Neil Demchick Neil Demchick Chief Restructuring Officer of SC SJ HOLDINGS, LLC, et al.

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