UNITED STATES BANKRUPTCY COURT DISTRICT of NEW JERSEY Caption in Compliance with D.N.J

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UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-1(b)

FOX ROTHSCHILD LLP 49 Market St. Morristown, NJ 07960 Mark E. Hall, Esq. Martha B. Chovanes, Esq. Michael R. Herz, Esq. [email protected] [email protected] [email protected] Telephone: (973) 992-4800 Facsimile: (973) 992-9125 Proposed Counsel for L’Occitane, Inc.

In Re: Chapter 11 L’OCCITANE, INC., Case No. 21-10632 Debtor. Judge: Hon. Michael B. Kaplan

Objections Due: February 26, 2021

NOTICE OF DEBTOR’S APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF FOX ROTHSCHILD LLP AS BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

PLEASE TAKE NOTICE that on February 12, 2021, L’Occitane, Inc., debtor and

debtor in possession (the “Debtor”) in the above-captioned chapter 11 case (the “Chapter 11

Case”) filed its application (the “Application”) pursuant to section 327(a) of title 11 of the

United States Code (the “Bankruptcy Code”), Rules 2014 and 2016 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) and Rule 2014-1 of the District of New Jersey

Local Bankruptcy Rules (the “Local Rules”) for entry of an order authorizing and approving the

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employment and retention of Fox Rothschild LLP (“Fox”) as attorneys to the Debtor in the

above-captioned chapter 11 cases nunc pro tunc to the Petition Date.1

PLEASE TAKE FURTHER NOTICE that objections, if any, to the relief requested

must be made in writing and in the form prescribed by the Bankruptcy Rules and Local Rule

2014-1, and must be filed with this Court and served upon and received by proposed counsel to

the Debtor at Fox Rothschild LLP, 49 Market Street, Morristown, NJ 07960 (Attn: Mark E. Hall

and Michael R. Herz) and Fox Rothschild LLP, 2000 Market Street, 20th Floor, Philadelphia, PA

19103-3222 (Attn: Martha B. Chovanes) no later than February 26, 2021 at 4:00 p.m. (ET).

PLEASE TAKE FURTHER NOTICE that the Application is being filed on negative

notice. If no objections are filed and served by the Objection Deadline, the Bankruptcy Court

may enter an order granting the Application without further notice or hearing.

Dated: February 12, 2021 FOX ROTHSCHILD LLP

Proposed Counsel to the Debtor and Debtor-in- Possession

By: /s/ Mark E. Hall Mark E. Hall, Esq. Martha B. Chovanes, Esq. Michael R. Herz, Esq.

1 All capitalized terms not herein defined shall have the meaning ascribed to them in the Application.

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UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-1(b)

In re:

L’OCCITANE, INC., Chapter 11

Debtor. Case No. 21-10632-MBK

Judge: Michael B. Kaplan

DEBTOR’S APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF FOX ROTHSCHILD LLP AS BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

TO THE HONORABLE MICHAEL B. KAPLAN:

L’Occitane, Inc., as debtor and debtor in possession in the above-captioned chapter 11 case

(the "Debtor"), respectfully represents as follows:

I. JURISDICTION

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157(a)-

(b) and 1334(b) the Standing Order of Reference to the Bankruptcy Court Under Title 11 of the

United States District Court for the District of New Jersey, dated September 18, 2012 (Simandle,

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C.J.). This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The bases for the relief requested herein are sections 327(a), 329, and 330 of title

11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2014-1 of the

Local Bankruptcy Rules for the United States Bankruptcy Court for the District of New Jersey (the

“Local Rules”).

II. BACKGROUND

3. On January 26, 2021 (the “Petition Date”), the Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. The Debtor continues to operate its businesses and manage its properties as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed in this chapter 11 case.

4. Information regarding the Debtor’s business, capital structure, and the circumstances leading to the commencement of these chapter 11 cases is set forth in the

Declaration of Yann Tanini in Support of Debtor’s Chapter 11 Petition and First Day Pleadings

[Docket No. 15].

III. RELIEF REQUESTED

5. By this Application, the Debtor seeks authorization to employ and retain Fox

Rothschild LLP (“Fox”) as its counsel in connection with the filing and prosecution of this chapter

11 case, nunc pro tunc to the Petition Date, pursuant to sections 327(a), 329, and 330 of the

Bankruptcy Code, Bankruptcy Rule 2014(a), and Local Rule 2014-1. The Debtor further requests that the Court approve the retention of Fox under a general retainer and hourly fee arrangement in accordance with Fox’s normal hourly rates in effect at the time services are rendered and Fox’s 2

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normal expense reimbursement policies. In support of this Application, the Debtor submits the

Declaration of Mark E. Hall (the “Hall Declaration”), a copy of which is attached hereto as Exhibit

IV. FOX’S QUALIFICATIONS

6. Fox has represented the Debtor since August 20, 2020 in matters unrelated to this

Chapter 11 case. Fox was retained on November 9, 2020 to work with the Debtor and its financial advisors to explore strategic alternatives.

7. Since the fall of 2020, Fox has worked closely with the Debtor in connection with its restructuring efforts. As a result of this work and Fox’s prior representations of the Debtor, Fox has acquired significant knowledge of the Debtor and its business. In providing pre-petition legal services to the Debtor, Fox has worked closely with the Debtor’s management and its other advisors.

8. The Debtor has selected Fox because the members and associates of Fox possess extensive knowledge and considerable expertise in the fields of bankruptcy, insolvency, reorganizations, debtors’ and creditors’ rights, debt restructuring, and corporate reorganizations, among others. In addition, the attorneys at Fox also have substantial experience appearing before the courts in this district and are familiar with local practice and procedure. The Debtor believes

Fox has assembled a team of highly-qualified professionals and paraprofessionals to provide services to it in this chapter 11 case. Moreover, the firm’s familiarity with the Debtor’s business makes it uniquely suited to serve as Debtor’s counsel in this chapter 11 case.

9. In sum, the Debtor believes that Fox is well-suited to represent it in these proceedings and that the services of Fox are necessary and essential to the Debtor’s performance of its duties as debtor in possession.

V. SERVICES TO BE PROVIDED 3

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10. The Debtor seeks to retain Fox as its general bankruptcy counsel to perform the following legal services:

(a) advise the Debtor of its rights, powers, and duties as debtor in possession in

continuing to operate and manage its assets and business;

(b) prepare such administrative and procedural applications and motions as

may be required for the sound conduct of the case, including, but not limited

to, the Debtor’s schedules and statements of financial affairs;

motions, pleadings, orders, notices, petitions, schedules, and other

documents to be filed in the Debtor’s chapter 11 case;

(d) advise the Debtor concerning, and prepare responses to, applications,

motions, pleadings, notices, and other pleadings or documents which may

be filed in its chapter 11 case;

(e) counsel the Debtor in its efforts right-size its brick and mortar footprint in

connection with the formulation, negotiation and promulgation of a Chapter

11 plan;

(f) review the nature and validity of agreements relating to Debtor’s business

operations and advise the Debtor in connection therewith;

(g) advise the Debtor concerning the actions it might take to collect and recover

property for the benefit of its estate;

(h) review the nature and validity of any liens asserted against the Debtor and

advise as to the enforceability thereof;

(i) review and object to claims; and

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(j) perform all other legal services for and on behalf of the Debtor which may

be necessary or appropriate in the administration of its chapter 11 case and

fulfillment of its duties as a debtor in possession.

VI. PROFESSIONAL COMPENSATION

11. The Debtor understands that Fox intends to apply to the Court for allowance of compensation and reimbursement of out-of-pocket expenses incurred after the Petition Date in connection with the chapter 11 case on an hourly basis, subject to Court approval and in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Appendix B 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 “U.S. Trustee Guidelines”), and any orders entered in these cases governing the compensation and reimbursement of professionals for services rendered and charges and disbursements incurred.

12. The Debtor understands that, subject to the Court’s approval, Fox will be compensated at its standard hourly rates, which are based on the professionals’ level of experience.

The attorneys and paralegals primarily responsible for representing the Debtors and their current standard hourly rates are:

Name Title Hourly Rate

Mark E. Hall Partner $645.00

Martha B. Chovanes Partner $720.00

Michael R. Herz Counsel $480.00

Stephanie Slater Law Clerk $335.00

Name Title Hourly Rate

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Robin I. Solomon Paralegal $415.00

Marcia L. Steen Paralegal $360.00

13. Other attorneys, paralegals, and case management clerks will be involved in representing the Debtors. The range of hourly rates for such professionals are:

Rates

Partners $420 to $885 per hour

Associates $300 to $405 per hour

Paralegals $135 to $415 per hour

14. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Any such adjustments will be reflected in Fox’s fee requests. There are no alternative fee arrangements from customary billing. Further, no professional has varied his or her rate based on geographic location.

15. The Debtor understands and agrees that Fox will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered and for out-of-pocket expenses, all as set forth in the Hall Declaration.

16. The Debtor understands and agrees that Fox will maintain detailed, contemporaneous records of time and any necessary costs and expenses incurred in connection with rendering the legal services described above and that it will be charged for all disbursements and expenses incurred in the rendition of services. These disbursements and expenses include, among other things, costs for telephone and facsimile charges, photocopying, travel, business meals, computerized research, messengers, couriers, postage, witness fees, and other fees related to trials and hearings (including transcripts).

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17. It is the Debtor’s understanding that Fox will submit detailed statements to the

Court setting forth the services rendered and seeking compensation and reimbursement of expenses (including, when appropriate, authority to apply the Retainer (defined below)).

VII. COMPENSATION RECEIVED FROM THE DEBTOR

18. As set forth in the Hall Declaration, during the ninety days prior to the Petition

Date, the Debtor paid Fox $544,100.50 representing Fox’s fees for services rendered and expenses incurred. As of the Petition Date, Fox was holding, on behalf of the Debtor, a retainer in the amount of $25,857.49 (the “Retainer”) in connection with this chapter 11 case. As of the Petition Date,

Fox did not hold any claim against the Debtor or its estate for pre-petition services rendered.

VIII. DISINTERESTEDNESS OF PROFESSIONALS

19. The Hall Declaration describes the relationships, if any, that Fox has with creditors of the Debtor and other interested parties. As set forth in the Hall Declaration, Fox does not believe that any of those relationships would foreclose the Debtor’s retention of Fox under Sections 327(a) in that Fox (i) does not represent any other entity having an adverse interest to the Debtor, its estate, or any other party-in-interest in connection with these chapter 11 case; (ii) is a disinterested person under Section 101(14) of the Bankruptcy Code; and (iii) has no connection with the U.S.

Trustee or any other person employed in the office of the U.S. Trustee. The Debtor has been informed that Fox will continue conducting a review of its files to ensure that no disqualifying circumstances arise. If any new relevant facts or relationships are discovered, Fox will supplement its disclosure to the Court.

IX. STATEMENT REGARDING U.S. TRUSTEE GUIDELINES

20. Fox recognizes that the United States Trustee for the District of New Jersey (the

“U.S. Trustee”) is charged with reviewing applications for retention and compensation and that the U.S. Trustee will utilize the U.S. Trustee Guidelines to evaluate any such applications. 7

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21. Fox intends to comply with the U.S. Trustee’s requests for additional information and disclosures as set forth in the U.S. Trustee Guidelines, both in connection with this Application and the interim and final fee applications to be filed by Fox in this chapter 11 case.

22. Moreover, as described in the Hall Declaration, and consistent with the U.S. Trustee

Guidelines, the Debtor has undertaken certain steps to ensure that the rate structure provided by

Fox is not significantly different from (a) the rates that Fox charges for other non-bankruptcy engagements or (b) the rates that other comparable counsel would charge to do work substantially similar to the work Fox will perform in this chapter 11 case.

X. BASIS FOR RELIEF REQUESTED

23. Section 327(a) of the Bankruptcy Code authorizes a debtor in possession, with the court’s approval, to “employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor in possession] in carrying out the [debtor in possession’s] duties under this title.” 11 U.S.C. § 327(a). Moreover, Section 1107(b) provides that

“a person is not disqualified for employment under section 327 of this title by a debtor in possession solely because of such person’s employment by or representation of the debtor before the commencement of the case.” Id. § 1107(b).

24. Bankruptcy Rule 2014(a) requires that an application for retention include:

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(a).

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25. The Debtor requests approval of the employment of Fox nunc pro tunc to the

Petition Date. Such relief is warranted by the circumstances presented by this chapter 11 case. The

Third Circuit has identified “time pressure to begin service” and absence of prejudice as factors favoring nunc pro tunc retention. See, e.g., Matter of Arkansas Co., Inc., 798 F.2d 645, 650 (3d

Cir. 1986); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 52 (D. Del. 1989), app. dismissed, 909 F.2d 1476 (3d Cir. 1990). The Debtor’s selection of Fox as its bankruptcy counsel necessitated that Fox immediately commence work on time-sensitive matters and promptly devote resources to the Debtor’s case pending submission and approval of this Application. Fox’s services on the Debtor’s behalf have not prejudiced any creditor or party-in-interest in these cases, but rather, have served their best interests.

26. The Debtor submits that, for the reasons state above and in the Hall Declaration, the retention of Fox as its counsel, as described herein, is warranted. Accordingly, the retention of

Fox as counsel to the Debtor should be approved.

XI. NO PRIOR REQUEST

27. No prior request for the relief sought in this Motion has been made to this Court or any other court.

XII. NOTICE

28. Notice of this Application has been provided to (i) the Office of the United States

Trustee for Region 3; (ii) the holders of the twenty (20) largest unsecured claims against the

Debtor; (iii) the United States Attorney’s Office for the District of New Jersey; and (vii) any party requesting notice pursuant to Bankruptcy Rule 2002. The Debtor submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided.

WHEREFORE the Debtor respectfully requests entry of an order granting the relief requested herein and such other and further relief as the Court may deem just and appropriate. 9

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Respectfully submitted,

DATED: February 12, 2021 L’OCCITANE, INC.

By: /s/ Yann Tanini Yann Tanini Regional Managing Director

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EXHIBIT A

Hall Declaration

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UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-1(b)

In re:

L’OCCITANE, INC., Chapter 11

Debtor. Case No. 21-10632-MBK

Judge: Michael B. Kaplan

DECLARATION OF MARK E. HALL, ESQ. IN SUPPORT OF DEBTOR’S APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF FOX ROTHSCHILD LLP AS BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

I, MARK E. HALL, pursuant to 28 U.S.C. § 1746, to the best of my knowledge and belief, and after reasonable inquiry, declare:

1. I am an attorney at law and partner at the law firm of Fox Rothschild LLP (“Fox”) with my principal office at 49 Market Street, Morristown, New Jersey, 07960. Fox is a law firm of approximately 850 attorneys, with offices across the country. This Declaration (the

“Declaration”) is submitted pursuant to Sections 327, 329, and 504 of Title 11 of the United States

Code (the “Bankruptcy Code”), Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), and Rule 2014-1 of the Local Bankruptcy Rules for the District of New

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Jersey (the “Local Rules”). This Declaration is made in support of the Debtor’s Application for

Entry of an Order Authorizing the Employment and Retention of Fox Rothschild LLP as

Bankruptcy Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the “Application”)1, filed concurrently herewith. This Declaration is also submitted as the statement required pursuant to

Section D.1 of the Appendix B 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 “U.S. Trustee Guidelines”), promulgated by the

Office of the United States Trustee.

1. I am familiar with the matters set forth herein and make this Declaration in support of the Application.

XIII. FOX’S QUALIFICATIONS

2. Fox has represented the Debtor since August 20, 2020 in matters unrelated to this

Chapter 11 case. Fox was retained on November 9, 2020, to work with the Debtor and its financial advisors to explore strategic alternatives.

3. Since fall of 2020, Fox has worked closely with the Debtor in connection with its restructuring efforts. As a result of this work and Fox’s prior representations of the Debtor, Fox has acquired significant knowledge of the Debtor and its business. In providing pre-petition legal services to the Debtor, Fox has worked closely with the Debtor’s management and its other advisors.

4. The Debtor selected Fox because the partners and associates of Fox possess extensive knowledge and considerable expertise in the fields of bankruptcy, insolvency, reorganizations, debtors’ and creditors’ rights, debt restructuring, and corporate reorganizations,

1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application. 13

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among others. In addition, the attorneys at Fox also have substantial experience appearing before the courts in this district and are familiar with local practice and procedure. The Debtor believes

5. In sum, the Debtor believes that Fox is well-suited to represent it in these proceedings and that the services of Fox are necessary and essential to the Debtor’s performance of its duties as debtor in possession.

XIV. SERVICES TO BE PROVIDED

6. The legal services which Fox will provide on the Debtor’s behalf include, but are not limited to, the following:

(a) advise the Debtor of its rights, powers, and duties as debtor in possession in

continuing to operate and manage its assets and business;

(b) prepare such administrative and procedural applications and motions as

may be required for the sound conduct of the case, including, but not limited

to, the Debtor’s schedules and statements of financial affairs;

motions, pleadings, orders, notices, petitions, schedules, and other

documents to be filed in the Debtor’s chapter 11 case;

(d) advise the Debtor concerning, and prepare responses to, applications,

motions, pleadings, notices and other pleadings or documents which may

be filed in its chapter 11 case;

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(e) counsel the Debtor in its efforts to right-size its brick and mortar footprint

and in connection with the formulation, negotiation and promulgation of a

Chapter 11 plan;

(f) review the nature and validity of agreements relating to Debtor’s business

operations and advise the Debtor in connection therewith;

(g) advise the Debtor concerning the actions it might take to collect and recover

property for the benefit of its estate;

(h) review the nature and validity of liens asserted against the Debtor and advise

as to the enforceability thereof;

(i) review and object to claims; and

(j) perform all other legal services for and on behalf of the Debtor which may

be necessary or appropriate in the administration of its chapter 11 case and

fulfillment of its duties as debtor in possession.

XV. PROFESSIONAL COMPENSATION

7. Fox intends to apply to the Court for allowance of compensation and reimbursement of out-of-pocket expenses incurred after the Petition Date in connection with the chapter 11 case on an hourly basis, subject to Court approval and in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee

Guidelines, and any orders entered in these cases governing the compensation and reimbursement of professionals for services rendered and charges and disbursements incurred.

8. The attorneys and paralegals primarily responsible for representing the Debtor and their current standard hourly rates are:

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Name Title Hourly Rate

Mark E. Hall Partner $645.00

Martha B. Chovanes Partner $720.00

Michael R. Herz Counsel $480.00

Stephanie Slater Law Clerk $335.00

Robin I. Solomon Paralegal $415.00

Marcia L. Steen Paralegal $360.00

9. Other attorneys, paralegals, and case management clerks will be involved in representing the Debtors. The range of hourly rates for such professionals are:

Rates

Partners $420 to $885 per hour

Associates $300 to $405 per hour

Paralegals $135 to $415 per hour

10. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Any such adjustments will be reflected in Fox’s fee requests. There are no alternative fee arrangements from customary billing. Further, no professional has varied his or her rate based on geographic location.

11. Fox will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered.

12. It is Fox’s policy to charge its clients in all areas of practice for out-of-pocket expenses incurred in connection with the client’s case. The expenses charged to clients include, among other things, telephone calls, mail and express mail, special or hand delivery, outgoing facsimiles, photocopying, scanning and/or printing, computer assisted research (which shall not 16

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be more than the actual cost incurred by Fox in performing such research), travel, “working meals,” transcription, as well as non-ordinary overhead expenses such as secretarial and other overtime.

Fox will charge for these expenses in a manner and at rates consistent with charges made generally to its other clients, subject to Local Rule 2016-1.

13. Fox will submit detailed statements to the Court setting forth the services rendered and seeking compensation and reimbursement of expenses (including, when appropriate, authority to apply the Retainer (defined below)).

XVI. COMPENSATION RECEIVED FROM THE DEBTOR

14. During the ninety days prior to the Petition Date, the Debtors paid Fox

$544,100.50 representing Fox’s fees for services rendered and expenses incurred. As of the

Petition Date, Fox was holding, on behalf of the Debtor, a retainer in the amount of $25,857.49 in connection with this chapter 11 case. As of the Petition Date, Fox did not hold any claim against the Debtor or its estate for pre-petition services rendered.

XVII. DISINTERESTEDNESS OF PROFESSIONALS

15. To the best of my knowledge, after reasonable and diligent investigation, my connection with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee for Region 3, or any person employed in the office of the

United States trustee for the District of New Jersey, is set forth in paragraph 17.

16. In searching for potential connections to this case in connection with this

Certification, I caused the names of the parties set forth in Exhibit A to this Certification, which is a list of parties-in-interest provided to me by the Debtor, to be submitted to Fox’s internal conflicts procedures. Exhibit A includes the following: the Debtor, the officers and directors of the Debtor, all known lenders and agents of the Debtor, if any; the top twenty (20) unsecured creditors of the Debtor prior to the Petition Date; the Debtor’s landlords and contract parties, the 17

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Debtor’s principal and largest shareholder; management level employees of the Debtor; all Judges of the United States Bankruptcy Court for the District of New Jersey; and certain employees of the

Office of the United States Trustee, Department of Justice, in New Jersey.

17. To the best of my knowledge, after reasonable and diligent investigation, the connection of my firm, its members, shareholders, partners, associates, officers and/or employees 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, is as set forth in Exhibit B hereto. None of the entities listed in Exhibit B constitute more than .2% of

Fox’s gross revenue in Fox’s most recent fiscal year.

18. Except as set forth on Exhibit B, Fox has not represented, does not represent, and will not represent any entities on the Exhibit B in matters directly related to the Debtor or this chapter 11 case. Moreover, Fox will not commence a cause of action in this chapter 11 case against a “Current Client” unless it has an applicable waiver on file or first receives a waiver from such entity allowing it to commence such an action. To the extent that a waiver does not exist or is not obtained from such entity and it is necessary for the Debtor to commence an action against that entity, the Debtor will be represented in such particular matter by conflicts counsel.

19. As a part of Fox’s bankruptcy and corporate restructuring practice, Fox’s clientele includes debtors, creditors’ and other statutory committees, institutional creditors, asset purchasers, venture capitalists, secured parties, lessors and contract parties, equity holders, directors and officers, court-appointed fiduciaries, plan sponsors, indenture trustees, and bond insurers. The Debtor has numerous creditors and other parties-in-interest. Fox may have in the past represented, and may presently or in the future represent, creditors or parties-in-interest in addition to those specifically disclosed herein in matters unrelated to this chapter 11 case. Fox believes that

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its representation of such creditors or other parties in such other matters has not affected and will not affect its representation of the Debtor in this proceeding.

20. In addition to its bankruptcy and corporate restructuring practice, Fox is a full- service law firm with active real estate, corporate, finance, construction, litigation, environmental, employment, tax, trust and estates, and white-collar defense practices. Fox appears in cases, proceedings, and transactions involving many different attorneys, accountants, financial consultants, and investment bankers, some of whom now or may in the future represent or be deemed adverse to claimants or parties-in-interest in this case.

21. Despite the efforts described above to identify and disclose Fox’s connections, because the Debtor has numerous creditors and other relationships, Fox is unable to state with certainty that every client representation or other connection has been disclosed. If Fox discovers additional information that requires disclosure, Fox will file supplemental disclosures with the

Court as promptly as possible.

22. To the best of my knowledge, Fox has not been retained to assist any entity or person other than the Debtor on matters relating to, or in connection with, this case. If this Court approves the proposed employment of Fox as bankruptcy counsel to the Debtor, Fox will not accept any engagement or perform any services in these cases for any entity or person other than the Debtor. Fox may, however, continue to provide professional services to, and engage in commercial or professional relationships with, entities or persons that may be creditors of the

Debtor or parties-in-interest in this case; provided, however, that such services do not and will not relate to, or have any direct connection with, this case.

23. Thus, pursuant to Section 327(a) of the Bankruptcy Code, Fox does not hold or represent any interests adverse to the Debtor, its creditors, or its estate.

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24. Fox also is a disinterested person within the meaning of 11 U.S.C. § 101(14) in that

Fox, its partners, counsel, and associates:

(a) are not creditors, equity security holders, or insiders of the Debtor;

(b) are not and were not, within two years before the Petition Date, a director,

officer, or employee of the Debtor; and

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.

25. Accordingly, based upon information available to me, I submit that Fox is a

“disinterested person” within the meaning of Section 101(14) of the Bankruptcy Code and the requirements of Section 327(a) of the Bankruptcy Code are satisfied in respect of the matters upon which Fox is to be engaged in this chapter 11 case.

XVIII. STATEMENT REGARDING U.S. TRUSTEE GUIDELINES

26. Fox also will make a reasonable effort to comply with the U.S. Trustee’s requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines, both in connection with the Application and the interim and final fee applications to be filed by Fox.

27. In that regard, the following is provided in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines:

Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

Response: No.

Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

Response: No. 20

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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: Fox represented the Debtor pre-petition. During that time, Fox did not raise its billing rates other than pursuant to its yearly rate increases at the start of its fiscal year. The material financial terms for the pre-petition engagement remain the same as those disclosed in this Application, as that engagement was undertaken on an hourly-fee basis.

Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period?

Response: Yes. For the period from January 26, 2021 – June 30, 2021.

28. No promises have been received by Fox nor any partner, counsel or associate thereof as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code.

29. Pursuant to Section 504 of the Bankruptcy Code, no agreement or understanding exists between Fox and any other person to share any compensation or reimbursement of expenses to-be-paid to Fox in this proceeding.

30. The proposed engagement of Fox is not prohibited by Bankruptcy Rule 5002.

31. Fox will abide by the terms of any orders entered in this case governing the compensation and reimbursement of professionals for services rendered and charges and disbursements incurred.

32. By reason of the foregoing, I believe Fox is eligible for employment and retention by the Debtor pursuant to Section 327(a) of the Bankruptcy Code and the applicable Bankruptcy

Rules and Local Rules.

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

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Executed this 12th day of February, 2021

/s/ Mark E. Hall Mark E. Hall

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EXHIBIT A

List of Identified Parties Included in Conflict Check

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Party Role Brookfield Properties Retail Broker/Agent L'Occitane Airport Ventures LLC Carrier Novak Contact L'Occitane Debtor Clark, Kelly Director Desjonqueres, Sylvain Director Giuliano, Scott Director Hickey, Kasey Director King, Amy Director Miller, Anna Director Stock, Patricia Director Tanini, Yann Director Ace American Insurance Company Insurer American Guarantee & Liability Insurer Hartford Accident and Indemnity Insurance Company Insurer HDI-Gerling America Insurance Company Insurer National Union Fire Insurance Company of Pittsburgh, PA Insurer Travelers Insurer Trumbull Insurance Company Insurer Zurich American Insurance Company Insurer Ferguson, Kathryn C. Judge Gravelle, Christine M. Judge Kaplan, Michael B. Judge 108 N. State Retail LLC Landlord 1237 3rd Street Promenade LLC Landlord 170 Fifth Retail Condo LLC Landlord 63 Spring Lafayette, LLC Landlord 85th Estates Company Landlord A/R Retail, LLC Landlord Albemarle Place EAAP, LLC Landlord AP Fillmore II LLC Landlord Arden Fair Associates, L.P. Landlord Avalon North, LLC Landlord Bayer Retail Company, LLC Landlord Beachwood Place Mall Landlord Bellevue Square Managers, Inc. Landlord Bellwether Properties of Massachusetts Limited Partnership Landlord Bevill, Inc. Landlord Biltmore Shopping Center Partners LLC Landlord Bohannon Development Company Landlord Boston Properties Landlord BP Prucenter Acquisition LLC Landlord BR RCP One Pacific Place Landlord Briarwood LLC Landlord Bridgewater Commons Mall, LLC Landlord Brookfield Properties Landlord

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Broughton Street Partners Company, LLC Landlord Caruso Affiliated Holdings Landlord Caruso Cares Landlord CBL Properties Landlord Century City Mall, LLC Landlord Charles H. Greenthal Management Corp. Landlord Charleston Place LLC Landlord CIM Group Landlord City and County of San Francisco Landlord City Creek Center Associates LLC Landlord City of Atlanta Landlord Corliss Stone-Littles, LLC Landlord Corte Madera Village, LLC Landlord CPG Partners, L.P. Landlord Craig Realty Group Citadel, LLC Landlord Dallas/Fort Worth International Airport Board Landlord Del Amo Fashion Center Operating Company, LLC Landlord District Council 47 Health & Welfare Fund Building Corporation Landlord Easton Town Center II, LLC Landlord Eastview Mall, LLC Landlord Elmwal Associates, LLC Landlord Embarcadero Center Associates Landlord Fairfax Company of Virginia, LLC Landlord Fashion Centre Mall, LLC Landlord Fashion Outlets of Chicago, LLC Landlord Fashion Show Mall LLC Landlord Fashion Valley Mall, LLC Landlord Fayette Middle Anchor, LLC Landlord Festival Management Corporation Landlord Fifth Retail Condo LLC Landlord Flatiron Property Holding, LLC Landlord Forbes Taubman Orlando, LLC Landlord Forbes/Cohen Florida Properties Limited Partnership Landlord Freemall Associates, LLC Landlord Galleria Shopping Center, LLC Landlord Gateway Woodside, Inc. Landlord GGP Ala Moana, LLC Landlord GGP Staten Island Mall, LLC Landlord GGP-Natick West LLC Landlord Glendale II Mall Associates, LLC Landlord Glimcher Landlord Green Hills Mall TRG LLC Landlord HG Galleria I, II, III, L.P. Landlord Jem 6 Realty LLC Landlord JTRE Holdings Landlord JTRE-63 Spring Lafayette LLC Landlord Kenwood Mall LLC Landlord

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Kierland Crossing, LLC Landlord King of Prussia Associates Landlord Koss Real Estate Investments Landlord La Cantera Retail Limited Partnership Landlord La Cienega Partners Limited Partnership Landlord Levy, Barbara Landlord Levy, Isaac Landlord Lincoln Center Associates, LLC Landlord Macerich Management Company, Inc. Landlord Macerich Northwestern Associates Landlord Macerich Oaks LP Landlord Madison Avenue Associates, LLC Landlord Malibu Country Mart, Ltd. Landlord Mall at Smith Haven, LLC Landlord Marina Waterside, LLC Landlord Marketplace Philadelphia Limited Partnership Landlord Mayfair Mall, LLC Landlord Memorial City Mall LP Landlord Merrick Park, LLC Landlord Metropolitan Transportation Authority Landlord Meyerson Landlord Mission Viejo Associates, L.P. Landlord MOAC Mall Holdings LLC Landlord Montgomery Mall LLC Landlord MTA Landlord New WTC Retail Owner LLC Landlord NorthPark Partners, LP Landlord Norwalk Land Development, LLC Landlord Oakbrook Shopping Center, LLC Landlord O'Connor Property Management, LLC Landlord Old Orchard Urban Limited Partnership Landlord OMG Houston, L.P. Landlord One Ninety Realty Co., LLC Landlord Orlando Outlet Owner LLC Landlord OTG Management LLC Landlord Paradies Lagardere Landlord Paragon Outlets Livermore Valley LLC Landlord Park Meadows Mall, LLC Landlord Penn Ross Joint Venture Landlord Penn Square Mall Limited Partnership Landlord Perimeter Mall, LLC Landlord PFP Columbus, LLC Landlord Plaza Las Americas, Inc. Landlord PPR Washington Square, LLC Landlord Premium Outlet Partners, L.P. Landlord Prime Outlets at San Marcos II Limited Partnership Landlord PSD Pacific Place, LLC Landlord

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Queens Center SPE LLC Landlord Rancho Mall, LLC Landlord Ranger Properties Landlord Red Development Landlord REGUS Landlord Renaissance at Colony Park, LLC Landlord Reston Town Center Property LLC Landlord Retail Property Trust, a Massachusetts Business Trust Landlord Riverside Square Limited Partnership Landlord RN 124/125 Company, LLC Landlord Roseville Shoppingtown LLC Landlord RPAI Southwest Management LLC Landlord S.F. Centre Limited Partnership Landlord Saint Louis Galleria, LLC Landlord San Francisco International Airport Landlord Santa Anita Shoppingtown LP Landlord Scottsdale Fashion Square, LLC Landlord SDG Fashion Mall Limited Partnership Landlord Segerstrom Family Landlord Serio, LLC Landlord Sherman Oaks Fashion Associates, LP Landlord Shopping Center Associates Landlord Short Hills Associates, LLC Landlord Silver Sands GL I, LLC Landlord Simon Premium Outlets Landlord Simon Property Group Landlord Simon/Chelsea Las Vegas Development, LLC Landlord Somerset Collection Limited Partnership Landlord South Coast Plaza Landlord Southpark Mall Limited Partnership Landlord Southpoint Mall, LLC Landlord SPG Center, LLC Landlord SPG Houston Holdings, L.P. Landlord Starwood Landlord STJTC II, LLC Landlord Stoneridge Properties LLC Landlord Stonestown Shopping Center, L.P. Landlord Stony Point Fashion Park Associates, LLC Landlord Sunrise Mills (MLP) Limited Partnership Landlord Tampa Westshore Associates Limited Partnership Landlord Taubman Benderson UTC LLC Landlord Taubman Cherry Creek Shopping Center, LLC Landlord Taubman Properties Landlord The Commons at Calabasas, LLC Landlord The Domain Mall, LLC Landlord The Falls Shopping Center Associates LLC Landlord The Forbes Company Landlord

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The Gardens on El Paseo LLC Landlord The Irvine Company Landlord The Mall in Columbia Business Trust Landlord The Related Companies Landlord The Town Center at Boca Raton Trust Landlord TJ Palm Beach Associates Limited Partnership Landlord TM Market Street, LLC Landlord Town Square Ventures, L.P. Landlord Towson TC, LLC Landlord TRG IMP, LLC Landlord TWC Tucson, LLC Landlord Twelve Oaks Mall, LLC Landlord Tysons Corner Holdings, LLC Landlord Unibail-Rodamco-Westfield Landlord Union Station Investco, LLC Landlord United Airlines, Inc. Landlord University Village Limited Partnership Landlord UTC Venture LLC Landlord Utica Square Shopping Center, Inc. Landlord Valencia Town Center Venture, L.P. Landlord Vanbarton Group Landlord VF Mall LLC Landlord VII West 75th Street Owner, LLC Landlord Walt Disney Parks and Resorts U.S., Inc. Landlord Walt Whitman Mall, LLC Landlord Waterside at Pelican Bay LLC Landlord West Farms Mall, LLC Landlord Westchester Mall, LLC Landlord Westfield Topanga Owner LLC Landlord Westland Garden State Plaza Limited Partnership Landlord Williamsburg Outlets, LLC Landlord Willow Bend Shopping Center Limited Partnership Landlord Win Properties, Inc. Landlord WMACH LLC Landlord Woodfield Mall LLC Landlord WS DEVELOPMENT Landlord Aventura Mall Venture Lessor OCT Stonefield Property Owner Lessor Bartolomeu, Rafaela Officer Blackburn, Paul Officer Buzzacaro, Alan Officer Chowdry, Rachel Officer Germaine, Alex Officer Goldenstein, Julie Officer Jordan, Holley Officer Lam, Annie Officer Malek, Oxana Officer

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Massoulier, Dorothee Officer Nadon, Ashley Arbuckle Officer Novak, Ross Officer Patrick, Neal Officer Primrose, Luch Officer Robert, Cedric Officer Saint-Raymond, Armelle Officer Serano, Anne-Laurie Officer Silverman, Carole Officer Smolen, William Officer Villaneuva, Marie Carolina Officer L'Occitane Groupe S.A. Parent Corporation Astor Retail Strategic Venture LLC Payor San Francisco Airport Commission Payor Jones Lang LaSalle Property OTG Management EWR Property Prado Group Property South Coastal Plaza Property The Shops at Stonefield Property Wayne County Airport Property Artis, Michael Trustee Bielskie, Lauren Trustee D'Auria, Peter Trustee Gerardi, David Trustee Hausman, Mitchell Trustee Hildebrandt, Martha Trustee McGee, Maggie Trustee Nikolinos, Alexandria Trustee Schneider, Robert J. Trustee Sponder, Jeffrey Trustee Steele, Fran B. Trustee Teich, Benjamin Trustee 0410 Cubesmart, L.P. Vendor 1099 Pro Inc. Vendor 1-800-Got-Junk? Commercial Services Vendor 1-800-Self-Storage.com Vendor 24 Seven Vendor 3469051 Canada Inc. Vendor 3Cinterative Corp Vendor 4Cite Vendor 52nd Street Hotel Associates Vendor 55 Water LLC Vendor A Cup of Jo Vendor Abe's Self Storage Vendor ABM Aviation, Inc. Vendor Academy Fire Life Safety, LLC Vendor Academy Locksmith Inc. Vendor

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Access Staffing, LLC Vendor Access Storage - Mississauga Vendor Acclaim Ability Mgmt Inc. Vendor Acei Vendor ACEI Digital Vendor Acevedo, Schnelle Vendor Ad Art Sign Company Vendor Adobe Systems Incorporated Vendor ADP Screening and Selection Service Vendor ADP, LLC Vendor Adyen B.V. Vendor AFA Protective Systems, Inc. Vendor Ainsworth Inc. Vendor Air Pollution Control Fund Vendor AKA Pest Control Vendor Alen Security Company Vendor Alert Sprinkler Co. Inc. Vendor All American Entertainment Vendor All American Permits Vendor All Covered Vendor All States Services Vendor Allegheny Store Fixtures Inc. Vendor Allmar Inc. Vendor Allstate Paper Box Corp. Vendor Amazon Fulfillment Services, Inc. Vendor Amazon Marketplace Vendor Amazon Media Group LLC Vendor Amazon Pay Vendor Amex Bank of Canada Vendor Amplio Digital LLC Vendor Anaik America LLC Vendor Anaik S.A. Vendor Apple Inc. Vendor Arent Fox Vendor Arkadin Canada Inc. Vendor Assembly 9 Vendor Atl Girl Gang LLC Vendor Atlanta Airlines Terminal Corp. Vendor Atonit Tecnologia Da Informacao Ltd. Vendor Atrium Staffing Vendor Autumn PR LLC Vendor Auxilli Design Inc. Vendor Awnclean USA, Inc. Vendor Axis Promotions Vendor Axxys Construction Group, Inc. Vendor Baker Tilly Virchow Krause, LLP Vendor Barcoding, Inc. Vendor

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Beauty Award Seals Vendor Beauty Barrage LLC Vendor Beauty Box Sampling Vendor Beena Beauty Holding, Inc. Vendor Bell Container Corp. Vendor Bellweather Properties Vendor Bennett School Placement Worldwide Vendor Betz, Shelby Vendor Bevill, Inc. Vendor Big Ass Solutions Vendor Black Sheep Restoration Inc. Vendor Bluestem Group LLC Vendor BMS CAT Vendor Bold PR, LLC Vendor Bollore Logistics S.E. Vendor Bollore Logistics USA Inc. Vendor Bonacci, David Vendor Boom Imaging Vendor BOP Figat7th LLC Vendor Borden Ladner Gervais LLP Vendor Boston Barricade Company Vendor BR RCP One Pacific Place LLC Vendor Branch to Box LLC Vendor Brask Enterprises Vendor Briggs, Alicia Vendor Brink's Incorporated Vendor Broadband Information Resources Inc. Vendor Broadway National Sign Vendor Buchmann Electric Vendor Caga & Sons Vendor Caliper Media, Inc. Vendor Callahan & Westmoreland LLC Vendor Canada Post Corporation Vendor Canada Revenue Agency Vendor Canadian Breast Cancer Network Vendor Canadian Springs Water Company Vendor Capitol Light & Supply Vendor Cardad Ramos Vendor Career Group Companies Vendor Caribbean Construction Partners Vendor Carmel Private Car & Limousine Serv Vendor Carmichael Engineering Ltd Vendor Cashstar Inc. Vendor Causeway, LLC Vendor Cayzu Inc. Vendor CDW Direct LLC Vendor Cedar Springs Bottled Water Vendor

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Center Stage Productions Vendor Century Conveyor Systems, Inc. Vendor Chalaye, Audrey Vendor Channel Advisor Corporation Vendor Chapel College Marketing Fund Inc. Vendor Chubb Vendor Circle Visual, Inc. Vendor Cision Vendor Cision Canada Inc. Vendor Claravista Vendor Clark County Legal News Vendor Classic Fire Protection Inc. Vendor Clean Harbors, Inc. Vendor Clean-Slate Janitorial Services Vendor Clerk of the Circuit Court Vendor Coffee Distributing Corp. Vendor Colorado Dept. of Revenue Vendor Colt Recycling Solutions, LLC Vendor Comercial Malasa S.L.U. Vendor Commerce Hub Vendor Commerce Technologies, Inc. Vendor Commercial Fire Vendor Commission Junction LLC Vendor Computer Task Group Inc. Vendor Concur Technologies, Inc. Vendor Conde Nast Vendor Confires Fire Protection Service Vendor Construction Install Services, Inc. Vendor Conversant Inc. Vendor Coop Du Quartier Petit Champlain Vendor Corflex Partitions Inc. Vendor Corporate Coffee Systems Vendor Corporation Service Company Vendor Covanta Energy LLC Vendor CoWorx Staffing Vendor CP Commercial Delaware, LLC Vendor CP Distributors Ltd. Vendor Createch Marketing Vendor Creative Realities, Inc. Vendor Creative Retail Packaging, Inc. Vendor Credit Industriel Etl Commercial Vendor Criteo Corp Vendor Crystal Springs Vendor CTG Staffing and Recruiting Vendor Cubesmart, L.P. Vendor Curalate Vendor CyberSource Commerce Solutions Vendor

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Daisy Yoga LLC Vendor D'Apostrophe, LLC Vendor Darby, Robbie Ann Vendor Dariusz Dabkowski Vendor Datalogic USA, Inc. Vendor David Bechtel Photography Vendor Davropm Limited Vendor Deal4Event Vendor Dell Marketing LP Vendor Delux Messenger Vendor Deluxe Delivery Systems Inc. Vendor Desi Perkins Inc. Vendor Design Within Reach Inc. Vendor Desjardins Card Services Vendor Deutsch Atkins P.C. Vendor DGA Security Systems, Inc. Vendor DGI Training Inc. Vendor DHL Design, LLC Vendor DHL Global Forwarding Vendor Diamond Paper Box Company Vendor Dicentral Corporation Vendor Dickinson Cameron Construction Vendor Digicert, Inc. Vendor Direct Construction Company Ltd Vendor Disaster Recovery Services Vendor District Counsel 47 Health & Welfare Vendor Diversified Media Group LLC Vendor Divisions, Inc. Vendor DM Luxury Vendor DMW&H Vendor DMX Music Canada, Inc. C3023 Vendor DNU-Scrivener Consulting Ltd Vendor Docufree Corporation Vendor Dongguan City Jinjli Can Co Vendor Donovan, Meaghan Vendor Dotomi, Inc. Vendor Downtown Summerlin Vendor Drake International Inc. Vendor Dunbar Armored, Inc. Vendor EA Design Group Vendor EAC Errands Unlimited, Inc. Vendor East Coast Limousine Vendor ECO Promotional Products, Inc. Vendor Effortlyss LLC Vendor Elavon, Inc. Vendor Elder-Jones Inc. Vendor Elliott Group Service, LLC Vendor

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Elmwal Associates, LLC Vendor ELS Construction, Inc. Vendor EMC Corporation Vendor Emergency Medical Products Vendor Ensor, Julie L. Vendor Entercom Communications Corp. Vendor Epstein Becker & Green, PC Vendor Equifax Information Svcs LLC Vendor Equinix, Inc. Vendor Ernst & Young Society D'Avocats Vendor Evergreen Walk Lifestyle Center LLC Vendor Expediter Services Inc. Vendor Expeditors International Vendor Expenet Communications Inc. Vendor Extra Space Storage Vendor Eye Care 4 Kids Nevada Chapter Vendor Facebook Inc. Vendor Faciliteaze, LLC Vendor Factors Unlimited Vendor Fairborn Vendor Fairborn Mid Atlantic Vendor FedEx Vendor Feed Manager Vendor Ferrandino & Son, Inc. Vendor Fidelity Investments CSO Vendor Filco Carting Corp. Vendor Fineline Technologies, Inc. Vendor Fingercheck LLC Vendor First Class Storage Vendor Five Star Carting Vendor Florida Lifts LLC Vendor Fohr Card Inc. Vendor Forsgate Industrial Complex Vendor Forter, Inc. Vendor Fourth Floor Fashion Talent Vendor G1 Facility Services, Inc. Vendor GardaWorld Cash Services Vendor GBS Corp. Vendor GH Harris Vendor Glamsquad Inc. Vendor Global Equipment Company Vendor Global Point Technologies Inc. Vendor Globe Storage & Moving Co., Inc. Vendor Goodlife Fitness Centres Inc. Vendor Google Inc. Vendor Gourmet Cup Coffee LLC Vendor Government of Alberta Vendor

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GPTW Canada Consulting Inc. Vendor Granite Telecommunications Vendor Graphic Ink Productions Vendor Great Place to Work Institute Vendor Green and Spiegel LLP Vendor Green Key LLC Vendor Green Key Solutions Vendor Gregory FX Daly Vendor Guardian Protection Services Vendor Guardservices USA Vendor Hageman Roofing Company Vendor Hamlin, Steven Vendor Hawaii Medical Service Association Vendor Head Count Vendor Healthy San Francisco Vendor Helen Keller International Vendor Helpsystem, LLC Vendor Henricksen & Company Inc. Vendor Herbeau Creations Vendor Hicks Morley Vendor Hireku Inc. Vendor HMSA Vendor Hoffman Manufacturing Corp. Vendor Holographic Finishing Vendor Home Depot Credit Services Vendor Host RG 40 LLC Vendor Hotel Indigo Williamsburg Vendor Hour Media LLC Vendor Houston Galleria Vendor HP Ecological Services, LLC Vendor HR Direct Vendor HR Proactive Inc. Vendor HRdownloads Vendor HUFCOR Inc. Vendor Hulsey (Director), Travis A. Vendor Hyatt Vendor Hyatt Legal Plans, Inc. Vendor Ibotta, Inc. Vendor IMI MSW LLC Vendor Imprint Plus Vendor Impulse Analytics LLC Vendor Imtech Graphics Inc. Vendor Indeed Vendor Independence Partners Vendor Independent Floor Testing & Inspect Vendor Infinity Consulting Solutions Vendor INNO4 LLC Vendor

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Innovo Staffing Vendor Integrated Display Group Vendor Intelligent Audit Vendor Inter-Fast Transport Vendor International Treescapes LLC Vendor Iron Mountain Vendor ISP Painting, Inc. Vendor J&M Lifestyles, LLC Vendor J.S. McCarthy Co., Inc. Vendor Jackson Lewis P.C. Vendor Jacobson Law Group Vendor JazzHR Vendor JBCStyle NY LLC Vendor Jefferson Parish Sheriff's Office Vendor Jesika Wendy Vargas Vendor Johnson Controls Fire Protection LP Vendor Jotech Electric Inc. Vendor JRS Amenities Ltd Vendor Julianna White Vendor Kartell US, Inc. Vendor Kendu POS Corp. Vendor Kennethpark, LLC Vendor Keter Environmental Services Vendor KForce Vendor King of Prussia Vendor Kings III of America, Inc. Vendor Kipness & Associates LLC Vendor Kipnet Romano LLC Vendor Klarna Payments Vendor Konica Minolta Vendor Konica Minolta Business Solutions Vendor Konica Minolta Premier Finance Vendor Korn Ferry (US) Vendor Kornegay, Raushanna Vendor Kraynak, Amy Vendor Kronos Vendor Krown Retail Construction Ltd Vendor KS Owner LLC Vendor La Cantera Retail Limited Vendor Laboratories M&L Vendor Lasting Art Vendor Laura Garlitos Vendor Law Offices of Manuela Morais Vendor Le Petit Legion, Ltd Vendor League Inc. Vendor Lease Harbor LLC Vendor Lee-Duhaney, Natasha Vendor

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Leftwick, Stephen R. Vendor Legacy Group Enterprises Vendor Lehigh Valley Ass Vendor Lennox National Account Services Vendor Leroy Signs Inc. Vendor Lido Lighting, Inc. Vendor Linc Global Inc. Vendor Lionbridge Vendor Liveclicker Vendor Living Beyond Breast Cancer Vendor LJM Group Vendor Logotek Vendor London Life Insurance Vendor Loo, Arleen Vendor Loomis Vendor Loomis, Fargo & Co. Vendor Loss Real Estate Investments Vendor Louisiana Dep of Agriculture Vendor Louisville Metro Revenue Commission Vendor Lowey, Stolzenberg & Edelstein LLP Vendor Lunar Audio Video, LLC Vendor Lyneer Staffing Solutions Vendor M.D. McDonald Co., Inc. Vendor MaCher East Vendor Mack, Saj Vendor Maffey's Security Group Vendor Maintenance Etc. Services LLC Vendor Manhattan Associates Inc. Vendor Mapleridge Mechanical Contracting I Vendor Maptote LLC Vendor Marie Claire Album SA Vendor Marina Waterside, LLC Vendor Marsh Canada Limited Vendor Marsh USA Inc. Vendor Martin Jobes Design Vendor Martin Kartin and Company Inc. Vendor Massmutual Financial Group Vendor Mathe, Paola Vendor Mats, Inc. Vendor Maxipos Vendor McAfee Secure Vendor Mediaocean LLC Vendor Medical Media Ventures Inc. Vendor Mekanix Vendor Mercer Health & Benefits LLC Vendor Metal Fronts, Inc. Vendor Metro Door Vendor

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Michael Page International, Inc. Vendor Microsoft Online, Inc. Vendor Military Sales & Services Vendor Miller Logistics Inc. Vendor Miller Staffing Vendor Ministry of Finance Vendor MLI as Agent for the Manulife Vendor Mo Management LLC Vendor Mobile Media Inc. Vendor Mobilflex International Inc. Vendor Mohegan Tribe of Indians of Connect Vendor Montgomery McCracken Walker Rhoads Vendor Mood Media Vendor Moovone Vendor Mosco Construction Company Vendor MTA-GCT Vendor Murphy & McGonigie, P.C. Vendor Murphy, Quinn Vendor My Neighborhood Storage Center Vendor Nantaka Joy, Inc. d/b/a Oh Joy! Vendor Nasco Stone & Tile, LLC Vendor National Dispatch Services Vendor National Enterprise Vendor Naturally Delicious, Inc. Vendor Neelands Group Limited Vendor Nelmar Vendor Nelson, Ashley Vendor New Horizon Graphic, Inc. Vendor New South Parking Vendor Newbeauty Media Group LLC Vendor NGS Film & Graphics Vendor Nola LLC Vendor North American Signs, Inc. Vendor North Collier Fire Control & Rescue Vendor North Hills School District Vendor Nova Services Group, LLC Vendor Novotel New York Vendor Nyongesa, Cynthia Vendor Octane Design, LLC Vendor Octoly Inc. Vendor O'Donnell & Naccarato, Inc. Vendor Office Furniture Heaven, Inc. Vendor Ohio Bureau of Workers' Compensation Vendor Omni Serv LLC Vendor On The Spot Pest Control Vendor One Stop Facilities Maintenance Cor Vendor One Tree Planted, Inc. Vendor

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Onepoint Technologies, Inc. Vendor Online Rewards Vendor Onslow Spicer, Isaiah Vendor O'Quinn, Wendy Vendor OrderGroove, Inc. Vendor Oregon Dept. of Revenue Vendor Orkin Canada Corporation Vendor Orkin LLC Vendor Osborne Group Toronto Inc. Vendor Otis Collins Trash & Cont. Serv. Vendor Otis Elevator Company Vendor OWRF Carmel LLC Vendor P&A Administrative Services Vendor Pacific Customs Brokers Ltd. Vendor Pacific Sign Group Inc. Vendor Pacific Wide Builders Inc. Vendor Paenia Real Estate Corp Vendor Parallel Group Operations Inc. Vendor Patten Studio Vendor Payflow Vendor Paylocity Corporation Vendor PayPal Vendor Payscale, Inc. Vendor People Staffing, Inc. Vendor Perrantino Fuel Corp. Vendor Pest Elimination Systems Vendor Pinkness LLC Vendor Pioneer Packaging Inc. Vendor Pipp Mobile Storage Systems Vendor Pip's Island Corporation Vendor Pitney Bowes Vendor PJT Logistics Service, Inc. Vendor PJT Transport Inc. Vendor Planit Construction & FM Vendor Platinum Maintenance Services Vendor Plutino Models Inc. Vendor Pods Enterprises, Inc. Vendor Potter Handy, LLP Vendor PowerReviews Vendor Price Waterhouse Coopers Vendor Princeton Packaging Inc. Vendor Print Tech Vendor Print Technical Group Inc. Vendor Printing Management Partner Co Ltd Vendor Pritchard Industries, Inc. Vendor Procore Technologies, Inc. Vendor Professional Audio Studios Vendor

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Professional Communications, Inc. Vendor Progressive Promotions, Inc. Vendor Prolitec Inc. Vendor ProLogistix Vendor Pro-Motion Technology Group, LLC Vendor Protegis Fire & Safety Vendor Protos Security Vendor Pryor Cashman LLP Vendor PTS Data Center Solutions, Inc. Vendor Purchase Power Vendor Pyramid Consulting Group Vendor Quad Framing LLC Vendor Qualintra Vendor Que Factory LLC Vendor Quench Vendor Quench USA Inc. Vendor Quesited Consulting, LLC Vendor Quincy Compressor LLC Vendor R & R Safes Vendor R Public Relations Vendor Raab & Raab, Inc. Vendor Rakuten Vendor Ramco of Virginia, Inc. Vendor Rawlins Design Inc. Vendor Raymond of New Jersey LLC Vendor Read Jones Christoffersen Ltd. Vendor Rebecca Lael Primrose Vendor Receiver General of Canada Vendor Recology Golden Gate Vendor Reflex New York Inc. Vendor Reiner, Tawni Vendor Relamping Services Canada Vendor Reliant Communications Vendor Remm Heating Inc. Vendor Renae Bluitt Vendor Rentacrate Enterprises, LLC Vendor Reprodux Limited Vendor Republic Services #710 Vendor Resort Municipality of Whistler Vendor Retail Council of Canada Vendor Revenu Quebec Vendor rewardStyle Vendor Reyes, Victoria Vendor RGIS Vendor RGIS Inventory Specialists Vendor Rich-Taubman Associates Vendor Right Management Inc. Vendor

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Rithom Consulting LLC Vendor Rogers, Casey Vendor Rogers, Lilla J. Vendor Roosevelt Field Vendor Rosenberg Rich Baker Berman Vendor Royal Bank Visa Vendor RSM Maintenance LLC Vendor RSM Maintenance Puerto Rico LLC Vendor Ryder Transportation Serv. Vendor S4M Vendor SAF-Gard Safety Shoe Company Vendor Sakoutis Brothers Disposal Inc. Vendor Salesforce Vendor Sam4Mobile, Inc. Vendor Sandy Alexander Inc. Vendor SAP Vendor Sargenti Architects, P.C. Vendor Saskatchean Finance Vendor SBCO Dept. of Agriculture/Weights Vendor SBH Fashion Vendor Scala Inc. Vendor Schuman, Emily Vendor Screaming Images LLC Vendor Scrivener Consulting Ltd. Vendor Secretario De Hacienda Vendor Secretary of the Treasury Vendor Securitas Canada Limited Vendor Securitas Security SVC USA, Inc. Vendor Security Signal Devices Vendor Seneca Design Co. Inc. Vendor Sephora Vendor Service Channel Inc. Vendor Shanghai Jielong Industry Group Vendor Shanghai Wavebird Vendor Shanghai Weaverbird International Vendor Shelley Tushman Vendor Shenzhen Baixinglong Creative Packaging Vendor Shenzhen Yongchangda Bag Co Vendor Sherman Brown Vendor SHI International Corp. Vendor Shoppers Drug Mart Vendor Shoppertrak Rct Corporation Vendor Sia Partners Vendor Sidecar Retail Solutions Vendor Silver Hotel Group Vendor Simoneau, Lyne Vendor Sirina Protection Systems Vendor

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SK Landscaping LLC Vendor Sky System Partners Group LLC Vendor Slip US Pty Ltd Vendor Snyder, Erik Matthew Vendor Social Code Vendor Socialyte LLC Vendor Solutions Management Inc. Vendor SoulCycle Inc. Vendor Spartan Solutions Inc. Vendor SPC Commerce, Inc. Vendor Spectrotel Vendor Spencer Technologies, Inc. Vendor SPG Houston Holdings Vendor Spirit Cruises LLC Vendor Staff Management Group Vendor Staffing Alternatives Vendor Staffmark Vendor Staffmark Investment LLC Vendor Star-Lo Electric, Inc. Vendor Steinberg and Pokoik Management Vendor Sterling Talent Solutions Vendor Sterling, Heidi Vendor Stone Set Studio LLC Vendor Stored Value Solutions Vendor Stratford Engineering Vendor Stretch Wrap Systems LLC Vendor Suite Envy Vendor Sumner, Emily Vendor Sun Life & Health Insurance Company Vendor Sun Life Financial Vendor Sungard Availability Services Vendor Sunguard Vendor Sunset Sign Co. Ltd. Vendor Sunstates Security Vendor Super Laundry Equipment Corp. Vendor Sustainable Solutions Group Vendor Syndigo Vendor Talkable Vendor Tattoo Fun Vendor Taubman-Cherry Creek Limited Partnership Vendor Team Relocations Vendor Techni-Connection Vendor Teleperformance Vendor Tenleytown LLC Vendor Tennant Sales and Service Company Vendor Terminix Vendor Terracon Consultants, Inc. Vendor

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Terracycle Vendor TerraCycle Canada ULC Vendor Testa, Julia Vendor Testrite Visual Products Vendor Thanomsilpa, Arthit Vendor The Bay Vendor The Bernard Group Vendor THE BOAT R.C.S. Paris Vendor The Offices of Manuela Morais Vendor The Print Technical Group Inc. Vendor The Prudential Insurance Company of America Vendor The Resicom Group Vendor The Sculpt Society LLC, f/s/o Megal Roup Vendor The Shopping Channel Vendor The Sono Collection Vendor The Talent Company Ltd. Vendor The Trustees of Columbia University Vendor The Wall Group LA, LLC Vendor Thomas Preti Caterers, Inc. Vendor Thompson Reuters Vendor Thorson Baker + Associates, Inc. Vendor Three Rivers Wholesale Vendor Throeau Services Inc. Vendor Thursday Friday of Beverly Hills LLC Vendor Total Comfort Group Vendor Tractenberg & Co. Vendor Traducta Vendor Tradwin, LLC Vendor Treasurer of Pittsburgh Vendor Trevino, Candice Vendor Triangle Sign and Service, LLC Vendor TRIB3.com, Inc. Vendor Trinity Heritage Construction Vendor Trintech Inc. Vendor TrustedSite LLC Vendor Tsawwassen First Nation Vendor Turnberry Marketing Group, LLC Vendor Tushman, Shelley Vendor Twiceborn Pottery Vendor Tyco Integrated Fire & Security Vendor U-Haul Vendor Uline Vendor UNICEF USA Vendor Unidays Vendor United Airlines, Inc. Vendor United Healthcare Service Vendor United States Postal Services Vendor

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Universal Signs & Services, Inc. Vendor Unkelbach, Thomas Vendor UPS Canada Vendor USPS Vendor Vaynermedia, LLC Vendor Vericom Vendor Verified First LLC Vendor Veritiv Operating Company Vendor Verizon Wireless Vendor Verpack Vendor Vertex Vendor Via Vegal Ltd Vendor Village of Rosemont Vendor Village of Wellington Vendor Village of Woodbury Vendor Ville de Montreal Vendor Vintage Construction Management Vendor Visible Graphics, Inc. Vendor Vision Science Ltd Vendor Vision Woodworking Vendor W Services Group LLC Vendor W&H Systems Inc. Vendor W. Hartford-Bloomfield Health Distr Vendor Wageworks, Inc. Vendor Walt Whitman Shops Vendor Warehouse Solutions Inc. Vendor Waste Xpress LLC Vendor WCA Waste Systems, Inc. Vendor Wedia Corp. Vendor Weichert Corporate Housing Inc. Vendor Weights and Measures Fund Vendor Westminster International Inc. Vendor Westport Downtown Merchant Assoc. Vendor Westwood Contractors, Inc. Vendor Whistler Publishing Limited Partner Vendor White Honey LLC Vendor White Pages Pro Vendor White, Julianna Vendor Whitlock Vendor Williamson, Cathy Vendor Wire-It Vendor WME IMG Holdings, LLC Vendor World Travel Inc. Vendor Wright's Media LLC Vendor WSIB Vendor Yale University Vendor Yen, Elisa & Eva Vendor

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Yudu Juanhao Leather Goods Ltd. Vendor Zak Communications Inc. Vendor Zebra Disseny I Comunicacio, SL Vendor Zim Integrated Shipping Services Lt Vendor Zip2tax, LLC Vendor

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EXHIBIT B

Parties in interest in this case which Fox Rothschild currently represents or formerly represented in matters unrelated to this chapter 11 case:

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Party Role Relationship(s) Ace American Insurance Company Insurer Current client; current litigation adversity American Guarantee & Liability Insurer Former client Hartford Accident and Indemnity Insurance Company Insurer Current client; current transactional adversity; former litigation and bankruptcy adversity HDI-Gerling America Insurance Company Insurer Former client; current litigation adversity National Union Fire Insurance Company of Pittsburgh, PA Insurer Current client; current litigation adversity; former bankruptcy adversity Travelers Insurer Current client; current transactional adversity; former litigation and bankruptcy adversity Trumbull Insurance Company Insurer Former client Zurich American Insurance Company Insurer Former client; current litigation adversity; former transactional and bankruptcy adversity Ferguson, Kathryn C. Judge Current relationship in same professional capacity; former bankruptcy adversity Gravelle, Christine M. Judge Current relationship in same professional capacity; former bankruptcy adversity Kaplan, Michael B. Judge Current relationship in same professional capacity; former transactional adversity to individual of the same name out of NJ Bellevue Square Managers, Inc. Landlord Current client; current transactional adversity Bellwether Properties of Massachusetts Limited Partnership Landlord Former bankruptcy adversity Boston Properties Landlord Former client; current transactional adversity Briarwood LLC Landlord Former client (Briarwood Capital Corp. is a current client) Brookfield Properties Landlord Current client; current transactional adversity Century City Mall, LLC Landlord Current transactional adversity Charleston Place LLC Landlord Current transactional adversity CIM Group Landlord Former client; current litigation and transactional adversity City and County of San Francisco Landlord Current client; former transactional adversity City of Atlanta Landlord Current litigation adversity CPG Partners, L.P. Landlord Former transactional adversity Dallas/Fort Worth International Airport Board Landlord Former client Easton Town Center II, LLC Landlord Former client Embarcadero Center Associates Landlord Former transactional adversity Fairfax Company of Virginia, LLC Landlord Former client Fashion Centre Mall, LLC Landlord Current transactional adversity Fashion Valley Mall, LLC Landlord Current transactional adversity Festival Management Corporation Landlord Current transactional adversity Forbes/Cohen Florida Properties Limited Partnership Landlord Current transactional adversity Glimcher Landlord Former client; former transactional adversity Green Hills Mall TRG LLC Landlord Current transactional adversity; former bankruptcy adversity HG Galleria I, II, III, L.P. Landlord Current transactional adversity JTRE Holdings Landlord Current litigation adversity King of Prussia Associates Landlord Former client; current litigation and transactional adversity La Cienega Partners Limited Partnership Landlord Current transactional adversity Lincoln Center Associates, LLC Landlord Former litigation adversity Macerich Northwestern Associates Landlord Former client; current litigation and transactional adversity Metropolitan Transportation Authority Landlord Former client; current litigation and transactional adversity MOAC Mall Holdings LLC Landlord Current transactional adversity Montgomery Mall LLC Landlord Current transactional adversity MTA Landlord Former clients (MTA Freight Company & MTA Holdings LLC); current litigation adversity (NYC MTA (Metropolitan Transit Authority)) New WTC Retail Owner LLC Landlord Current transactional adversity NorthPark Partners, LP Landlord Former client; current litigation and transactional adversity O'Connor Property Management, LLC Landlord Current transactional adversity Old Orchard Urban Limited Partnership Landlord Former client Paradies Lagardere Landlord Current litigation adversity Penn Ross Joint Venture Landlord Former bankruptcy adversity Plaza Las Americas, Inc. Landlord Former bankruptcy adversity Premium Outlet Partners, L.P. Landlord Current transactional adversity PSD Pacific Place, LLC Landlord Former client; former adversity (pre-Fox lateral matter; no further detail available) Ranger Properties Landlord Current client Red Development Landlord Current transactional adversity Reston Town Center Property LLC Landlord Current transactional adversity; former bankruptcy adversity Retail Property Trust, a Massachusetts Business Trust Landlord Current transactional adversity; former bankruptcy adversity Riverside Square Limited Partnership Landlord Current litigation and transactional adversity RPAI Southwest Management LLC Landlord Current client; current litigation adversity Segerstrom Family Landlord Current client Sherman Oaks Fashion Associates, LP Landlord Current transactional adversity Short Hills Associates, LLC Landlord Current transactional adversity Simon Premium Outlets Landlord Current transactional adversity Simon Property Group Landlord Former client; current litigation and transactional adversity Starwood Landlord NEED MORE INFO STJTC II, LLC Landlord Former bankruptcy adversity Stoneridge Properties LLC Landlord Former adversity (pre-Fox lateral matter; no further detail available) Stonestown Shopping Center, L.P. Landlord Former transactional adversity Tampa Westshore Associates Limited Partnership Landlord Current transactional adversity Taubman Cherry Creek Shopping Center, LLC Landlord Current transactional adversity Taubman Properties Landlord Former client; current transactional adversity The Forbes Company Landlord Former client; current transactional adversity The Irvine Company Landlord Former client; current transactional adversity The Town Center at Boca Raton Trust Landlord Former bankruptcy adversity TM Market Street, LLC Landlord Former client Towson TC, LLC Landlord Affiliate Towson UE is an affiliate of a current client TRG IMP, LLC Landlord Current transactional adversity Twelve Oaks Mall, LLC Landlord Former bankruptcy adversity Tysons Corner Holdings, LLC Landlord Former litigation adversity United Airlines, Inc. Landlord Current client; current transactional adversity; former litigation and bankruptcy adversity Vanbarton Group Landlord Current litigation and transactional adversity Walt Disney Parks and Resorts U.S., Inc. Landlord Former client West Farms Mall, LLC Landlord Former bankruptcy adversity Westchester Mall, LLC Landlord Former bankruptcy adversity Westfield Topanga Owner LLC Landlord Former transactional adversity Westland Garden State Plaza Limited Partnership Landlord Current transactional adversity Willow Bend Shopping Center Limited Partnership Landlord Former bankruptcy adversity Win Properties, Inc. Landlord Current client Woodfield Mall LLC Landlord Former transactional and bankruptcy adversity Aventura Mall Venture Lessor Current transactional adversity Silverman, Carole Officer Former client San Francisco Airport Commission Payor Former client Jones Lang LaSalle Property Current client; current litigation and transactional adversity Prado Group Property Current client; former adversity (old lateral intake – no further detail available) South Coastal Plaza Property Current client; former bankruptcy adversity Wayne County Airport Property Former client Artis, Michael Trustee Current relationship in same professional capacity; former bankruptcy adversity Bielskie, Lauren Trustee Current relationship in same professional capacity; former bankruptcy adversity D'Auria, Peter Trustee Current relationship in same professional capacity; former bankruptcy adversity Gerardi, David Trustee Current relationship in same professional capacity; former bankruptcy adversity Hausman, Mitchell Trustee Former client; current relationship in same professional capacity; former bankruptcy adversity Hildebrandt, Martha Trustee Current relationship in same professional capacity; former bankruptcy adversity Schneider, Robert J. Trustee Former client of the same name out of NJ; current relationship in same professional capacity; former bankruptcy adversity Sponder, Jeffrey Trustee Current relationship in same professional capacity; former bankruptcy adversity Steele, Fran B. Trustee Current relationship in same professional capacity; former litigation and bankruptcy adversity Teich, Benjamin Trustee Current relationship in same professional capacity; former bankruptcy adversity

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1-800-Got-Junk? Commercial Services Vendor Former client; former transactional adversity 24 Seven Vendor Former client; former bankruptcy adversity ABM Aviation, Inc. Vendor Former client; former adversity (pre-Fox lateral matter; no further detail available) Academy Locksmith Inc. Vendor Former bankruptcy adversity Access Staffing, LLC Vendor Former client; current transactional adversity Acei Vendor Former bankruptcy adversity Adobe Systems Incorporated Vendor Former client; current transactional adversity ADP, LLC Vendor Former client; current litigation and transactional adversity; former bankruptcy adversity Adyen B.V. Vendor Current transactional adversity AFA Protective Systems, Inc. Vendor Current transactional adversity All Covered Vendor Current client; former transactional adversity Amazon Marketplace Vendor Amazon is a former client; current litigation and transactional adversity to Amazon; former bankruptcy adversity to Amazon Amex Bank of Canada Vendor Amex is a former client; current litigation, transactional, and bankruptcy adversity to Amex Apple Inc. Vendor Former client; current litigation and transactional adversity Arent Fox Vendor Former client; former litigation adversity Atrium Staffing Vendor Current transactional adversity; former bankruptcy adversity Baker Tilly Virchow Krause, LLP Vendor Current client; current transactional adversity Barcoding, Inc. Vendor Former client Big Ass Solutions Vendor Former client Borden Ladner Gervais LLP Vendor Current client Brink's Incorporated Vendor Former client; current litigation and transactional adversity Career Group Companies Vendor Former transactional adversity Carmel Private Car & Limousine Serv Vendor Former client Cashstar Inc. Vendor Current transactional adversity CDW Direct LLC Vendor Former client; current litigation, transactional, and bankruptcy adversity Channel Advisor Corporation Vendor Former client Chubb Vendor Current client; current transactional adversity Cision Vendor Current transactional adversity; former bankruptcy adversity Clean Harbors, Inc. Vendor Former client; current transactional adversity Colorado Dept. of Revenue Vendor Current litigation adversity Commercial Fire Vendor Former bankruptcy adversity Concur Technologies, Inc. Vendor Former client; current transactional adversity Conde Nast Vendor Current transactional adversity Conversant Inc. Vendor Current client Corporation Service Company Vendor Former client; former bankruptcy adversity Covanta Energy LLC Vendor Current client; current transactional adversity; former litigation adversity CoWorx Staffing Vendor Current client CP Commercial Delaware, LLC Vendor Former adversity (pre-Fox lateral matter; no further detail available) Creative Retail Packaging, Inc. Vendor Current client Criteo Corp Vendor Former litigation and transactional adversity Cubesmart, L.P. Vendor Current client; former transactional adversity Curalate Vendor Current transactional adversity Darby, Robbie Ann Vendor Former client "Robert A. Darby" out of SC Datalogic USA, Inc. Vendor Former client; former transactional adversity Dell Marketing LP Vendor Former client; current transactional adversity; former bankruptcy adversity Design Within Reach Inc. Vendor Former client; current transactional adversity Deutsch Atkins P.C. Vendor Former transactional adversity DHL Global Forwarding Vendor Former client; former litigation adversity Diamond Paper Box Company Vendor Former client Digicert, Inc. Vendor Former transactional adversity District Counsel 47 Health & Welfare Vendor Current litigation and transactional adversity Diversified Media Group LLC Vendor Former client DMX Music Canada, Inc. C3023 Vendor Former client Docufree Corporation Vendor Current transactional adversity Dotomi, Inc. Vendor Former adversity (pre-Fox lateral matter; no further detail available) Drake International Inc. Vendor Former client Dunbar Armored, Inc. Vendor Former client Elavon, Inc. Vendor Current transactional adversity; former bankruptcy adversity EMC Corporation Vendor Current transactional adversity Entercom Communications Corp. Vendor Former client; current transactional adversity; former litigation adversity Epstein Becker & Green, PC Vendor Former client Equifax Information Svcs LLC Vendor Former client; current litigation, transactional, and bankruptcy adversity Equinix, Inc. Vendor Former client; current transactional adversity Ernst & Young Society D'Avocats Vendor Current client; current transactional adversity; former litigation and bankruptcy adversity Expeditors International Vendor Former client; current transactional adversity; former bankruptcy adversity Extra Space Storage Vendor Current client; current transactional adversity Facebook Inc. Vendor Former client; current transactional adversity; former litigation adversity FedEx Vendor Current client; current transactional adversity; former litigation and bankruptcy adversity Ferrandino & Son, Inc. Vendor Current transactional adversity Fidelity Investments CSO Vendor Current litigation adversity; former transactional adversity Filco Carting Corp. Vendor Former client Forsgate Industrial Complex Vendor Current transactional adversity GardaWorld Cash Services Vendor Current transactional adversity; former litigation adversity Glamsquad Inc. Vendor Current transactional adversity Global Equipment Company Vendor Former client; current transactional adversity; former litigation adversity Google Inc. Vendor Former client; current transactional adversity; former litigation adversity Government of Alberta Vendor Former client; current transactional adversity Granite Telecommunications Vendor Current transactional adversity Green Key LLC Vendor Current client Guardservices USA Vendor Current transactional adversity Head Count Vendor Former transactional and bankruptcy adversity Helpsystem, LLC Vendor Former adversity (pre-Fox lateral matter; no further detail available) Hicks Morley Vendor Former bankruptcy adversity Hireku Inc. Vendor Current client Home Depot Credit Services Vendor Former client; current litigation and transactional adversity; former bankruptcy adversity Hotel Indigo Williamsburg Vendor Current client Hour Media LLC Vendor Current transactional adversity; former bankruptcy adversity Houston Galleria Vendor Current transactional adversity Hyatt Vendor Current client; current litigation and transactional adversity Independence Partners Vendor Former client INNO4 LLC Vendor Former adversity (pre-Fox lateral matter; no further detail available) Iron Mountain Vendor Former client; current transactional and bankruptcy adversity; former litigation adversity Jackson Lewis P.C. Vendor Former client; current transactional and bankruptcy adversity; former litigation adversity Jacobson Law Group Vendor Current client JazzHR Vendor Current client Jefferson Parish Sheriff's Office Vendor Current litigation adversity; former bankruptcy adversity Johnson Controls Fire Protection LP Vendor Current client; current transactional adversity Kendu POS Corp. Vendor Current litigation and transactional adversity KForce Vendor Former client; current transactional adversity; former bankruptcy adversity Kings III of America, Inc. Vendor Former client Konica Minolta Vendor Former client; "Konica Minolta Medical Imaging" is a current client Konica Minolta Business Solutions Vendor Current client; current transactional adversity; former litigation and bankruptcy adversity Korn Ferry (US) Vendor Former client; current litigation and transactional adversity Kronos Vendor Current transactional adversity; former litigation adversity La Cantera Retail Limited Vendor Former bankruptcy adversity

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Lehigh Valley Ass Vendor Former litigation adversity Lionbridge Vendor Former litigation adversity London Life Insurance Vendor Current client; current litigation adversity Loomis Vendor Former client; current transactional adversity Loomis, Fargo & Co. Vendor Former adversity (pre-Fox lateral matter; no further detail available) Manhattan Associates Inc. Vendor Former adversity (pre-Fox lateral matter; no further detail available) Marsh USA Inc. Vendor Former client; current litigation and transactional adversity; former bankruptcy adversity Massmutual Financial Group Vendor Current client; current transactional adversity; former litigation adversity McAfee Secure Vendor Former client; former transactional adversity Mercer Health & Benefits LLC Vendor Current litigation and transactional adversity; former bankruptcy adversity Michael Page International, Inc. Vendor Former transactional adversity Microsoft Online, Inc. Vendor Current client; current transactional adversity; former bankruptcy adversity Ministry of Finance Vendor Ministry of Finance of Japan is a former client MLI as Agent for the Manulife Vendor Manulife is a former client; former litigation adversity to Manulife Mobile Media Inc. Vendor Former client Mohegan Tribe of Indians of Connect Vendor Former client Montgomery McCracken Walker Rhoads Vendor Current litigation adversity Mood Media Vendor Current bankruptcy adversity National Enterprise Vendor Former client Nelson, Ashley Vendor Current litigation adversity to individual of the same name in SC O'Donnell & Naccarato, Inc. Vendor Former transactional adversity Onepoint Technologies, Inc. Vendor Former client OrderGroove, Inc. Vendor Former transactional adversity Oregon Dept. of Revenue Vendor Current litigation adversity Orkin LLC Vendor Former client; former transactional adversity Otis Elevator Company Vendor Former client; current litigation adversity; former transactional and bankruptcy adversity Paylocity Corporation Vendor Current transactional adversity PayPal Vendor Former client Payscale, Inc. Vendor Current litigation and transactional adversity Pitney Bowes Vendor Former client; current transactional adversity; former litigation and bankruptcy adversity Pods Enterprises, Inc. Vendor Former client PowerReviews Vendor Current transactional adversity Price Waterhouse Coopers Vendor Current client; former transactional and bankruptcy adversity Princeton Packaging Inc. Vendor Former client Printing Management Partner Co Ltd Vendor Former client Pritchard Industries, Inc. Vendor Current client Procore Technologies, Inc. Vendor Current transactional adversity Prolitec Inc. Vendor Former transactional adversity ProLogistix Vendor Current litigation adversity Pryor Cashman LLP Vendor Current client; former transactional adversity Purchase Power Vendor Current transactional and bankruptcy adversity Pyramid Consulting Group Vendor Former client; current transactional adversity Quench Vendor "Quench Medical" is a current client Rakuten Vendor Current client; former transactional adversity Recology Golden Gate Vendor Former client Republic Services #710 Vendor Former client; current transactional and bankruptcy adversity; former litigation adversity RGIS Inventory Specialists Vendor Former client; current transactional adversity Right Management Inc. Vendor Former client; current transactional adversity Rosenberg Rich Baker Berman Vendor Former client; former litigation adversity Royal Bank Visa Vendor Both are former clients; current transactional and litigation adversity to both; former bankruptcy adversity to Royal Bank Ryder Transportation Serv. Vendor Current client; current litigation and transactional adversity; former bankruptcy adversity Salesforce Vendor Former client; current litigation and transactional adversity Sandy Alexander Inc. Vendor Former client SAP Vendor Current transactional adversity; former litigation adversity Sargenti Architects, P.C. Vendor Current transactional adversity Scala Inc. Vendor Former adversity (pre-Fox lateral matter; no further detail available) Secretario De Hacienda Vendor Former bankruptcy adversity Securitas Security SVC USA, Inc. Vendor Current client; former transactional and bankruptcy adversity Sephora Vendor Former client; former transactional adversity Sherman Brown Vendor Former client SHI International Corp. Vendor Former client; current litigation adversity; former transactional adversity Shoppers Drug Mart Vendor Current transactional adversity Shoppertrak Rct Corporation Vendor Former client Snyder, Erik Matthew Vendor Current transactional adversity to individual "Erik Snyder" in PA SoulCycle Inc. Vendor Former client; current litigation adversity Spectrotel Vendor Former transactional adversity Staffmark Vendor Former client; current transactional adversity Star-Lo Electric, Inc. Vendor Former client Steinberg and Pokoik Management Vendor Current client Sun Life & Health Insurance Company Vendor Current client; former transactional adversity Sungard Availability Services Vendor Former client Sunguard Vendor Former client Sunstates Security Vendor Former client; former adversity (pre-Fox lateral matter; no further detail available) Sustainable Solutions Group Vendor Former client; former transactional adversity Taubman-Cherry Creek Limited Partnership Vendor Former client; current transactional adversity; former bankruptcy adversity Teleperformance Vendor Current client; former adversity (old lateral intake – no further detail available) Terminix Vendor Former client; former litigation adversity Terracon Consultants, Inc. Vendor Former client; current transactional adversity Testrite Visual Products Vendor Current litigation adversity The Bernard Group Vendor Current transactional adversity The Offices of Manuela Morais Vendor Former litigation adversity The Prudential Insurance Company of America Vendor Former client; current transactional adversity; former bankruptcy adversity The Trustees of Columbia University Vendor Current transactional adversity; former litigation adversity The Wall Group LA, LLC Vendor Current transactional adversity Thompson Reuters Vendor Current client TrustedSite LLC Vendor Current transactional adversity Turnberry Marketing Group, LLC Vendor Former client; current transactional adversity Tyco Integrated Fire & Security Vendor Current client; current transactional adversity; former litigation adversity U-Haul Vendor Current client; current transactional adversity Uline Vendor Former client; current transactional and bankruptcy adversity United Healthcare Service Vendor Current client; current litigation, transactional, and bankruptcy adversity UPS Canada Vendor UPS is a current client; current transactional and bankruptcy adversity; former litigation adversity USPS Vendor Current transactional adversity Vaynermedia, LLC Vendor Current client Vericom Vendor Former client Veritiv Operating Company Vendor Current litigation and transactional adversity Verizon Wireless Vendor Former client; current transactional and bankruptcy adversity; former litigation adversity Vertex Vendor Former client; current transactional adversity Village of Wellington Vendor Current transactional adversity Vintage Construction Management Vendor Former client Wageworks, Inc. Vendor Former client; former adversity (pre-Fox lateral matter; no further detail available) WCA Waste Systems, Inc. Vendor Former client Weichert Corporate Housing Inc. Vendor Former client; current litigation and transactional adversity Weights and Measures Fund Vendor Current litigation and transactional adversity Whitlock Vendor Former client; current transactional adversity; former litigation adversity

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Williamson, Cathy Vendor Former client of the same name out of DE; current litigation adversity to individual of the same name out of TX World Travel Inc. Vendor Former bankruptcy adversity Yale University Vendor Former client; current transactional adversity Zim Integrated Shipping Services Lt Vendor Former client

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UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-1(b)

In re:

L’OCCITANE, INC., Chapter 11

Debtor. Case No. 21-10632-MBK

Judge: Michael B. Kaplan

ORDER APPROVING THE EMPLOYMENT AND RETENTION OF FOX ROTHSCHILD LLP AS BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

The relief set forth on the following pages, numbered two (2) through three (3), is hereby

ORDERED.

119484039.v2 Case 21-10632-MBK Doc 106-3 Filed 02/12/21 Entered 02/12/21 17:58:29 Desc Proposed Order Page 2 of 3 (Page 2) Debtor: L’Occitane, Inc. Case No: 21-10632-MBK Caption of Order: Order Approving the Employment and Retention of Fox Rothschild LLP as Bankruptcy Counsel to the Debtor Nunc Pro Tunc To the Petition Date

Upon the application (the “Application”) of L’Occitane, Inc., debtor and debtor in possession in the above-captioned chapter 11 case (the “Debtor”), pursuant to sections 327(a), 329, and 330 of Title 11 of the United States Code (the “Bankruptcy Code”), Rule 2014 of the Federal

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

Bankruptcy Rules for the United States Bankruptcy Court for the District of New Jersey (the

“Local Rules”), authorizing the Debtor to employ and retain Fox Rothschild LLP. (“Fox”) as its bankruptcy counsel in this proceeding nunc pro tunc to the Petition Date; and the Court having jurisdiction to decide the Application and the relief requested therein in accordance with 28 U.S.C.

§§ 157(a)-(b) and 1334(b) and the Standing Order of Reference to the Bankruptcy Court Under

Title 11 of the United States District Court for the District of New Jersey, dated September 18,

2012 (Simandle, C.J.) ; and consideration of the Application and the relief requested therein being a core proceeding 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 notice of the Application having been given as provided in the Application, and such notice having been adequate and appropriate under the circumstances; and it appearing that no other or further notice of the Application need be provided; and upon the Declaration of Mark E. Hall, Esq. in support thereof; and the Court being satisfied that Fox does not hold or represent any interest adverse to the Debtor, its estate, or its creditors, and is a disinterested person within the meaning of Sections 327 and 101(14) of the Bankruptcy

Code, and that said employment would be in the best interest of the Debtor, its respective estate and creditors, and all parties-in-interest, and that the legal and factual bases set forth in the

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Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. In accordance with Sections 327(a), 329, and 330 of the Bankruptcy Code, the

Debtor is hereby authorized and empowered to employ and retain Fox as its bankruptcy counsel in this chapter 11 case effective as of the Petition Date.

3. Any and all compensation to be paid to Fox for services rendered on the Debtor’s behalf shall be fixed by application to this Court in accordance with Sections 330 and 331 of the

Bankruptcy Code, such Federal Rules and Local Rules as may then be applicable, and any orders entered in this case governing the compensation and reimbursement of professionals for services rendered and charges and disbursements incurred. Fox shall also make a reasonable effort to comply with the U.S. Trustee Guidelines, both in connection with the Application and the interim and final fee applications to be filed by Fox in the chapter 11 case.

4. The Debtor is authorized to take all action necessary to carry out this Order.

5. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order.

119484039.v2