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

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

Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

DEBTORS’ MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE PAYMENT OF CERTAIN PREPETITION AND POSTPETITION TAXES AND FEES AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)2 respectfully state as follows in support of this motion (this “Motion”):

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed contemporaneously herewith. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Ed Kremer, Chief Restructuring Officer of Le Tote, Inc., in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on the date hereof (the “Petition Date”). Capitalized terms used, but not otherwise defined in this Motion shall have the meanings ascribed to them in the First Day Declaration.

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Relief Requested

1. The Debtors seek entry of interim and final orders, substantially in the forms attached hereto as Exhibit A and Exhibit B (respectively, the “Interim Order” and “Final Order”):

(a) authorizing, but not directing, the Debtors, to remit and pay Taxes and Fees (as defined herein) without regard to whether such obligations accrued or arose before or after the Petition Date, including those obligations subsequently determined upon audit or otherwise to be owed for periods prior to the Petition Date and (b) granting related relief. In addition, the Debtors request that the Court schedule a final hearing within 21 days of the commencement of these chapter 11 cases to consider approval of this Motion on a final basis.

Jurisdiction and Venue

2. The United States Bankruptcy Court for the Eastern District of Virginia

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Standing Order of Reference from the United States District Court for the Eastern District of

Virginia, dated August 15, 1984. The Debtors confirm their consent, pursuant to rule 7008 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.

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

4. The bases for the relief requested herein are sections 105(a), 363(b), 507(a)(8), and

541 of the Bankruptcy Code, Bankruptcy Rules 6003 and 6004, and rules 6004-2 and 9013-1 of the Local Rules of the United States Bankruptcy Court for the Eastern District of Virginia

(the “Local Bankruptcy Rules”).

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Background

5. The Debtors are the combination of Le Tote—a venture-backed fashion rental subscription service founded in 2012 in San Francisco—and Lord & Taylor—the iconic luxury retailer which traces its origins to 1826 in New York. Le Tote purchased Lord & Taylor in a transaction which closed in November 2019. The Debtors operate both an online, subscription- based clothing rental service and a full-service fashion retailer with 38 brick-and-mortar locations and a robust e-commerce platform. In response to the COVID-19 pandemic the Debtors temporarily closed all retail locations in March 2020, although they continued to operate the Le

Tote and Lord & Taylor websites. As COVID-19 restrictions relaxed, the Debtors have reopened their brick-and-mortar locations. The Debtors reported revenue of approximately $253.5 million for 2019. As of the Petition Date, the Debtors have approximately 651 employees and funded debt obligations of approximately $137.9 million.

6. On the Petition Date, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

Concurrently with the filing of this Motion, the Debtors filed a motion requesting procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy

Rule 1015(b). No request for the appointment of a trustee or examiner has been made in these chapter 11 cases, and no committees have been appointed or designated.

Tax and Fee Obligations

7. In the ordinary course of business, the Debtors collect, withhold, and incur sales, use, withholding, income, franchise, property, and import related taxes and charges, as well as

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other business and regulatory fees (collectively, the “Taxes and Fees”).3 The Debtors remit the

Taxes and Fees to various federal, state, and local governments, including taxing and licensing authorities identified in a schedule attached hereto as Exhibit C4 (collectively, the “Authorities”).

Taxes and Fees are remitted and paid by the Debtors through checks and electronic funds transfers that are processed through their banks and other financial institutions. The Debtors estimate that approximately $7,971,606.03 million in Taxes and Fees are outstanding as of the Petition Date, in addition to other amounts that will become due and owing to the Authorities after the Petition Date in the ordinary course. This amount includes $5.2 million of potential tax liability due to ongoing audits that the Debtors are currently disputing.

8. The Debtors pay the Taxes and Fees to the Authorities on a periodic basis, remitting them monthly, quarterly, semi-annually, or annually depending on their nature and incurrence.

The Debtors seek authority to make such payments with respect to Taxes and Fees where:

(a) Taxes and Fees accrued or were incurred prepetition but were not paid prepetition or were paid in an amount less than actually owed; (b) Taxes and Fees were paid prepetition by the Debtors and were lost or otherwise not received in full by any of the Authorities; or (c) Taxes and Fees incurred for prepetition periods may become due after the commencement of these chapter 11 cases.

3 By this Motion, the Debtors do not seek the authority to collect and remit state, provincial, and federal employee- related taxes and withholdings. Such relief is instead requested in the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief filed contemporaneously herewith. 4 Although Exhibit C is intended to be comprehensive, the Debtors may have inadvertently omitted taxing authorities from Exhibit C. Inadvertently omitted taxing authorities are also Authorities, as defined herein. By this Motion, the Debtors request relief with respect to Taxes and Fees payable to all taxing Authorities. In the event the Debtors pay any Authority not included on Exhibit C, the Debtors will notify (i) the United States Trustee for the Eastern District of Virginia and (ii) any official committee of unsecured creditors appointed in these chapter 11 cases, and file a notice with the Court listing such Authority five days prior to such payment.

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In addition, for the avoidance of doubt, the Debtors seek authority to pay Taxes and Fees accrued or incurred postpetition and Taxes and Fees for so-called “straddle” periods.5

9. The Debtors believe that any failure to pay the Taxes and Fees could materially disrupt the Debtors’ business operations in several ways, including that: (a) the Authorities may initiate audits of the Debtors, which would unnecessarily divert the Debtors’ attention from the restructuring process; (b) the Authorities may attempt to suspend the Debtors’ operations, file liens, seek to lift the automatic stay, and pursue other remedies that would harm the estates; and

(c) certain of the Debtors’ directors and officers could be subject to claims of personal liability, which would likely distract them from their duties related to the Debtors’ restructuring. Moreover, unpaid Taxes and Fees may result in penalties, the accrual of interest, or both. Lastly, the Debtors collect and hold certain outstanding tax liabilities in trust for the benefit of the applicable

Authorities, and such funds may not constitute property of the Debtors’ estates.

10. The Taxes and Fees are summarized as follows:

Approximate Approximate Amount Due Category Description Amount Accrued During Interim as of Petition Date Period

Sales and Use Taxes imposed on the sale and use of certain $650,000 $650,000 Taxes goods and/or services.

Income and The Debtors incur various state, local, and federal Withholding Taxes income taxes. The Debtors pay state, local, and $1,300,000 $1,300,000 federal income taxes on a periodic basis.

5 Claims for so-called “straddle” Taxes and Fees may be entitled to administrative claim treatment pursuant to Section 503(b)(1)(B). A recent Delaware bankruptcy court decision held that the portion of a “straddle” tax claim that is attributable to the prepetition portion of a “straddle” period is not entitled to administrative priority and, in fact, is not entitled to priority under Section 507(a)(8)(A). See In re Affirmative Ins. Holdings, Inc., 607 B.R. 175, 188 (Bankr. D. Del 2019). Because the Debtors could be subject to late payment penalties and interest in the event they do not pay such “straddle” Taxes and Fees and a court ultimately concludes that such taxes are entitled to administrative treatment, the Debtors are seeking the authority to pay such “straddle” Taxes and Fees as they become due under applicable law. The Debtors reserve their rights with respect to the proper characterization of such “straddle” Taxes and Fees and to seek reimbursement of any portion of a payment that was made that ultimately is not entitled to administrative or priority treatment.

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Approximate Approximate Amount Due Category Description Amount Accrued During Interim as of Petition Date Period

Franchise Taxes Taxes required to conduct business in the $0 $0 ordinary course.

CAM Payments Common area maintenance costs, which include taxes and obligations related to real and personal $821,606.03 $821,606.03 property holdings.

Import Taxes Customs duties, excise taxes, detention and demurrage fees, tariffs, and associated taxes and $0 $0 charges related to the purchase and sale of goods from other jurisdictions.

Business and Taxes and Fees related to compliance with state License Fees licensing, permits, reporting, and other related $25,000 $25,000 fees paid to state and local agencies.

Audits Investigations by the Authorities with respect to the above categories, which may result in the imposition of Assessments (as defined herein), $5,200,000 $0 together with interest and possible fines and penalties to become payable.

Total $7,996,606.03 $2,796,606.03

I. Sales and Use Taxes.

11. The Debtors incur, collect, and remit sales, use, and value-added taxes to the

Authorities in connection with the sale and purchase of goods and services (collectively, the “Sales and Use Taxes”). Sales and Use Taxes are essentially general consumption taxes charged at either the point of purchase for goods and services or the point of sale of goods and services, which are usually set by the Authority as a percentage of the retail price of the good or service purchased. Additionally, the Debtors purchase a variety of equipment, materials, supplies, and services necessary for the operation of their business from vendors that may not operate or be registered to collect tax in the jurisdiction where the goods are to be delivered or the services are to be performed and, therefore, these vendors do not charge the Debtors sales tax in connection with such purchases of goods or services. In these cases, applicable law generally requires the

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Debtors to subsequently pay use taxes on such purchases to the applicable Authorities. The

Debtors generally remit Sales and Use Taxes on a monthly basis.

12. Since the acquisition of Debtor Lord & Taylor LLC in November 2019

(the “Review Period”), the Debtors paid approximately $21.0 million in the aggregate in Sales and

Use Taxes to the Authorities, excluding sales tax paid directly to vendors. As of the Petition Date, the Debtors estimate that they have incurred or collected approximately $650,000 in Sales and Use

Taxes that have not been remitted to the relevant Authorities, all of which is currently payable or will become payable during the interim period.

II. Income and Withholding Taxes.6

13. Historically, in the ordinary course of operating their business, the Debtors have incurred state and federal income and withholding taxes, and similar foreign taxes (collectively, the “Income and Withholding Taxes”) in order to continue conducting their businesses in accordance with applicable state and federal laws. The Debtors pay Income and Withholding

Taxes on a monthly, quarterly, or annual basis, depending on the particular tax. During the Review

Period, the Debtors paid approximately $29.0 million in Income and Withholding Taxes to the applicable Authorities. As of the Petition Date, the Debtors estimate that they owe approximately

$1.3 million to the relevant Authorities on account of prepetition Income and Withholding Taxes, all of which is currently payable or will become payable during the interim period.7

6 The Debtors reserve the right to make deferred payments on account of the Income and Withholding Taxes at the end of these chapter 11 cases pursuant to 11 U.S.C. § 1129(a)(9)(C).

7 In certain jurisdictions, franchise taxes are included on the Debtors’ state income tax return. For the avoidance of doubt, the Debtors are seeking authority to continue remitting franchise taxes, which are included on income tax returns in the ordinary course of business and consistent with past practices.

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III. Franchise Taxes.

14. The Debtors are required to pay various state franchise taxes in order to continue conducting their business pursuant to state laws (the “Franchise Taxes”). Failure to pay Franchise

Taxes as they become due in the ordinary course likely would cause the Debtors to lose their ability to conduct business in the applicable jurisdictions. The Debtors typically pay the Franchise Taxes on an annual or semi-annual basis, depending on when the relevant Authority charges the

Franchise Tax. During the Review Period, the Debtors have not incurred any Franchise Taxes.

Further, the Debtors are not aware of any Franchise Taxes due and outstanding as of the Petition

Date. However, out of an abundance of caution, the Debtors seek authority to pay any Franchise

Taxes that may become due during the interim period in the ordinary course of business and consistent with past practices.

IV. Property Taxes.

15. State and local laws in the jurisdictions where the Debtors operate generally grant the Authorities power to levy property taxes against the Debtors’ real and personal property

(collectively, the “Property Taxes”). Certain of the Debtors’ leases provide that the Debtors will remit applicable Property Taxes to the landlords, and the landlords then remit the Property Taxes to the applicable Authority.8 To avoid the imposition of statutory liens on their real and personal property, the Debtors typically pay property taxes in the ordinary course of business on an annual, semi-annual, or monthly basis, depending on the applicable Authority. Further, the Debtors pay

Property Taxes as a part of the common area maintenance payments to the landlords (“CAM

Payments”). Since the landlords invoice the Debtors a combined amount for the CAM Payments,

8 In such instances, the due Property Taxes are recorded in the Debtors’ books and records as payable to the particular landlord.

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it would be unduly burdensome for the Debtors to determine the exact amounts of the historical

Property Taxes paid during the Review Period. The Debtors paid approximately $8.0 million in

CAM Payments to the landlords during the Review Period.9 The Debtors estimate that they have accrued approximately $822,000 in CAM Payments as of the Petition Date, all of which is currently payable or will become payable during the interim period.

V. Import Taxes.

16. The Debtors used to import a percentage of their merchandise from foreign jurisdictions, though they are not currently importing goods. In connection with the import of merchandise, the Debtors incurred certain customs duties, detention and demurrage fees, tariffs, and associated taxes and charges related to the purchase and sale of goods from or in foreign jurisdictions (collectively, the “Import Taxes”).

17. The Debtors paid Import Taxes in the ordinary course of business. During the

Review Period, the Debtors paid all Import Taxes incurred to the applicable Authorities upon the receipt of goods. As of the Petition Date, the Debtors believe that there are no Import Taxes currently payable or that will become payable during the interim period. However, out of an abundance of caution, the Debtors seek authority to pay any Import Taxes that may become due during the interim period.

VI. Business License and Other Miscellaneous Taxes and Fees.

18. The Debtors incur a variety of taxes and fees for items such as general business licenses, food permits, escalator and elevator permits, sign permits, and precious metals licenses required to operate their business in certain states or municipalities (collectively, the “Additional

9 The Debtors missed CAM Payments totaling $4,554,567 between April 1, 2020 and July 10, 2020. This amount has been added to the principal balance of the Seller Note per an informal email agreement.

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Taxes and Fees”) totaling about $60,000 per year. The Debtors remit these Additional Taxes and

Fees to the relevant Authorities on a monthly, quarterly, or annual basis, depending on the applicable Authority. In general, the Debtors pay such fees to the appropriate Authorities as the

Debtors deem reasonably appropriate for the operation of their business.

19. During the Review Period, all Additional Taxes and Fees that the Debtors incurred were paid in the ordinary course of business. As of the Petition Date, the Debtors estimate that they owe about $25,000 of Additional Taxes and Fees to Authorities that were due and payable in

July 2020 and will come due during the interim period. Out of an abundance of caution, the

Debtors seek authority to pay all Additional Taxes and Fees that may become due during the interim period.

VII. Audits.

20. The Debtors are currently subject to ongoing audit investigations in several jurisdictions and may be subject to further investigations on account of tax returns and/or tax obligations in prior years (collectively, the “Audits”). The Audits may result in additional prepetition Taxes and Fees being assessed against the Debtors (such additional Taxes and Fees, the “Assessments”). The Debtors estimate that, pursuant to the Audits, the Debtors may be subject to $5.2 million in additional Assessments, including work paper, interest, and other costs, as a result of the Audits.10 This estimate, however, is preliminary and subject to change as the Debtors dispute this amount and have responded to the auditors with additional information to reduce their

10 This figure includes investigations by the Authorities with respect to the above categories, which may result in the imposition of Assessments. This figure also includes Assessments that may already have been made but are being contested in appropriate judicial or administrative proceedings, as well as amounts that may need to be posted as collateral in order to contest asserted Assessment amounts. Nothing in the above table, this Motion, or any related order constitutes or should be construed as an admission of liability by the Debtors with respect to any Audit or Assessment. The Debtors expressly reserve all rights with respect to any Audit or Assessment, including to contest any Assessment, if any, claimed to be due as a result of the Audits, and to settle any issues raised in any Audit or Assessment.

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potential tax liability. Further, the Authorities may conduct additional Audits in the future, resulting in additional Assessments on account of prepetition Taxes and Fees. Out of an abundance of caution, the Debtors seek authority, but not direction, to pay or remit tax obligations on account of the Audits as they arise in the ordinary course of the Debtors’ business, including as a result of any settlements of issues addressed in an Audit.

Basis for Relief

21. The Debtors believe that any failure to pay the Taxes and Fees could materially disrupt the Debtors’ business operations in several ways: (a) the Authorities may initiate Audits of the Debtors, which would unnecessarily divert the Debtors’ attention from the restructuring process; (b) the Authorities may attempt to suspend the Debtors’ operations, file liens, seek to lift the automatic stay, and pursue other remedies that will harm the Debtors’ estates; and (c) certain of the Debtors’ directors and officers could be subject to claims of personal liability, which would likely distract those key employees from their duties related to the Debtors’ restructuring.

In addition, the Debtors collect and hold certain outstanding tax liabilities in trust for the benefit of the applicable Authorities, and these funds may not constitute property of the Debtors’ estates.

Moreover, unpaid Taxes and Fees may result in penalties and additional accrued interest.

I. Certain of the Taxes and Fees May Not Be Property of the Debtors’ Estates.

22. Many of the Taxes and Fees are collected or withheld by the Debtors on behalf of the applicable Authorities and are held in trust by the Debtors. As such, these Taxes and Fees are not property of the Debtors’ estates under section 541 of the Bankruptcy Code.

See, e.g., Begier v. Internal Revenue Serv., 496 U.S. 53, 57–60 (1990) (holding that any prepetition payment of trust fund taxes is not a transfer subject to avoidance because such funds are not the debtor’s property); In re First Pay, Inc., 773 F.3d 583, 590 (4th Cir. 2014) (same); DuCharmes &

Co. v. Mich. (In re DuCharmes & Co.), 852 F.2d 194 (6th Cir. 1988) (per curiam) (same); In re

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Shank, 792 F.2d 829, 833 (9th Cir. 1986) (holding that a sales tax required by state law to be collected by sellers from their customers is a “trust fund” tax and not released by bankruptcy discharge); DeChiaro v. N.Y. State Tax Comm’n, 760 F.2d 432, 435–36 (2d Cir. 1985) (same);

Rosenow v. Ill. Dept. of Revenue (In re Rosenow), 715 F.2d 277, 279–82 (7th Cir. 1983) (same);

W. Surety Co. v. Waite (In re Waite), 698 F.2d 1177, 1179 (11th Cir. 1983) (per curiam) (same).

The Debtors, therefore, generally do not have an equitable interest in such funds, and they should be permitted to pay those funds to the Authorities as they become due.11

II. Certain of the Taxes and Fees May Be Secured or Priority Claims Entitled to Special Treatment under the Bankruptcy Code.

23. Claims for certain of the Taxes and Fees are, or may be, priority claims entitled to payment before general unsecured claims. See 11 U.S.C. § 507(a)(8) (describing taxes entitled to priority treatment). Moreover, to the extent that such amounts are entitled to priority treatment under the Bankruptcy Code, the respective Authorities may attempt to assess interest and penalties if such amounts are not paid. See 11 U.S.C. § 507(a)(8)(G) (granting eighth priority status to “a penalty related to a claim of a kind specified in this paragraph and in compensation for actual pecuniary loss”). Claims entitled to priority status pursuant to section 507(a)(8) of the Bankruptcy

Code must be paid in full under a confirmable plan pursuant to section 1129(a)(9)(C) of the

Bankruptcy Code. Therefore, payment of certain of the Taxes and Fees at this time only affects the timing of the payment for the amounts at issue and will not unduly prejudice the rights and recoveries of junior creditors.

24. It is also likely that at least some of the Taxes and Fees may be entitled to secured status on the property owned by the Debtors. As secured claims, these Taxes and Fees would be

11 For the avoidance of doubt, the Debtors hereby request authority to pay the Taxes and Fees as provided herein regardless of whether such Taxes and Fees constitute trust fund obligations.

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entitled to priority treatment when the Debtors sell the property that these Taxes and Fees are recorded against or when the Debtors confirm a plan of reorganization. See 11 U.S.C. §§ 506(a);

1129(a)(9)(C); 1129(b)(2)(A) (requiring that any plan of reorganization “crammed down” over a class of secured creditors pay those creditors in full or allow those creditors to retain their liens).

Thus, paying the Taxes and Fees only affects the timing of the payments and does not prejudice the rights of other creditors of the Debtors.

III. Payment of the Taxes and Fees as Provided Herein is a Sound Exercise of the Debtors’ Business Judgment.

25. Section 363 of the Bankruptcy Code provides, in relevant part, that “[t]he [debtor], after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). Under section 363(b) of the Bankruptcy Code, courts require only that the debtor “show that a sound business purpose” justifies the proposed use of property. In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 1999); see also

Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070–71

(2d Cir. 1983) (requiring a “good business reason” to approve a sale pursuant to section 363(b));

In re W.A. Mallory Co., 214 B.R. 834, 836 (Bankr. E.D. Va. 1997) (“This Court follows the ‘sound business purpose’ test when examining § 363(b) sales.”) (citing In re WBQ P’ship, 189 B.R. 97,

102 (Bankr. E.D. Va. 1995)). Moreover, “[w]here the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtor’s conduct.” In re Johns-Manville Corp.,

60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986); see also In re Tower Air, Inc., 416 F.3d 229, 238

(3d Cir. 2005) (“Overcoming the presumptions of the business judgment rule on the merits is a near-Herculean task.”). Thus, if a transaction satisfies the business judgment rule, it should be approved under section 363(b) of the Bankruptcy Code.

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26. Furthermore, section 105(a) of the Bankruptcy Code further provides that a court

“may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of” the Bankruptcy Code, pursuant to the “doctrine of necessity.” 11 U.S.C. § 105(a).

The “doctrine of necessity” functions in a chapter 11 case as a mechanism by which the bankruptcy court can exercise its equitable power to allow payment of critical prepetition claims not explicitly authorized by the Bankruptcy Code and further supports the relief requested herein. See In re

United Am., Inc., 327 B.R. 776, 781 (Bankr. E.D. Va. 2005) (acknowledging the doctrine of necessity is “a necessary deviation because otherwise there will be no reorganization and no creditor will have an opportunity to recoup any part of its pre-petition claim”); In re NVR L.P.,

147 B.R. 126, 127 (Bankr. E.D. Va. 1992) (“Under [section 105(a)] the court can permit pre-plan payment of a pre-petition obligation when essential to the continued operation of the debtor.”); see also In re Lehigh & New Eng. Ry., 657 F.2d 570, 581 (3d Cir. 1981) (holding that a court may authorize payment of prepetition claims if such payment is essential to debtor’s continued operation); In re Just for Feet, Inc., 242 B.R. 821, 824–25 (D. Del. 1999) (holding that section 105(a) of the Bankruptcy Code “provides a statutory basis for payment of pre-petition claims” under the doctrine of necessity).

27. Moreover, the doctrine of necessity is designed to foster a debtor’s rehabilitation, which courts have recognized is “the paramount policy and goal of Chapter 11.” Ionosphere

Clubs, 98 B.R., 174, 176 (Bankr. S.D.N.Y. 1989); see also In re Quality Interiors, Inc., 127

B.R. 391, 396 (Bankr. N.D. Ohio 1991) (“[P]ayment by a debtor-in-possession of pre-petition claims outside of a confirmed plan of reorganization is generally prohibited by the Bankruptcy

Code,” but “[a] general practice has developed . . . where bankruptcy courts permit the payment of certain pre-petition claims, pursuant to 11 U.S.C. § 105, where the debtor will be unable to

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reorganize without such payment.”); In re Eagle-Picher Indus., Inc., 124 B.R. 1021, 1023

(Bankr. S.D. Ohio 1991) (approving payment of prepetition unsecured claims of toolmakers as

“necessary to avert a serious threat to the Chapter 11 process”); Mich. Bureau of Workers’

Disability Comp. v. Chateaugay Corp. (In re Chateaugay Corp.), 80 B.R. 279, 285–86

(S.D.N.Y. 1987) (approving lower court order authorizing payment of prepetition wages, salaries, expenses, and benefits).

28. The Debtors’ ability to pay the Taxes and Fees is critical to their continued and uninterrupted operations. If certain Taxes and Fees remain unpaid, the Authorities may seek to recover such amounts directly from the Debtors’ directors, officers, or employees, thereby distracting these key personnel from the administration of the Debtors’ chapter 11 cases.

See e.g., In re Am. Motor Club, Inc., 139 B.R. 578, 581–83 (Bankr. E.D.N.Y. 1992) (“[i]f the employer fails to pay over the trust fund taxes, the IRS may collect an equivalent amount directly from officers or employees of the employer who are responsible for collecting the tax” and finding director personally liable for unpaid taxes) (citing United States v. Energy Res. Co.,

495 U.S. 545, 547 (1990)). Any collection action on account of such claims, and any potential ensuing liability, would distract the Debtors and their personnel to the detriment of all parties in interest. The dedicated and active participation of the Debtors’ officers and employees is integral to the Debtors’ continued operations and essential to the orderly administration and, ultimately, the success of these chapter 11 cases.

29. Furthermore, the Debtors’ liability to pay the Taxes and Fees may ultimately result in increased tax liability for the Debtors if interest and penalties accrue on the claims for Taxes and Fees, which amounts may also be entitled to priority treatment. Such a result would be contrary to the best interests of the Debtors’ estates and all stakeholders. As noted above, many

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of the Taxes and Fees may be entitled to priority status pursuant to section 507(a)(8) of the

Bankruptcy Code. As priority claims, these obligations must be paid in full before any general unsecured obligations of the Debtors may be satisfied. To the extent that the Debtors are not able to timely pay the prepetition Taxes and Fees, they may ultimately be required to pay those amounts with additional interest and penalties. The Debtors’ failure to pay the prepetition Taxes and Fees as they come due may, thus, ultimately increase the amount of priority claims held by the

Authorities against the Debtors’ estates to the detriment of the Debtors’ general unsecured creditors. See 11 U.S.C. §§ 507(a)(8). Accordingly, the Court should grant the Debtors authority to pay the prepetition Taxes and Fees as provided herein.

30. Courts in this district and elsewhere routinely approve relief similar to that requested herein. See, e.g., In re Ascena Retail Group, Inc., No. 20-33113 (KRH) (Bankr. E.D.

Va. July 24, 2020); In re Intelsat S.A., No. 20-32299 (KLP) (Bankr. E.D. Va. June. 6, 2020); In re

Chinos Holdings, Inc., No. 20-32181 (KLP) (Bankr. E.D. Va. May 5, 2020); In re Pier 1 Imports,

Inc., No. 20-30805 (KRH) (Bankr. E.D. Va. Mar. 13, 2020); In re Gemstone Solutions Group, Inc.,

No. 19-30258 (KLP) (Bankr. E.D. Va. Jan. 17, 2019).12

IV. Cause Exists to Authorize the Debtors’ Financial Institutions to Honor Checks and Electronic Fund Transfers.

31. The Debtors have sufficient funds to pay the amounts described in this Motion in the ordinary course of business by virtue of expected cash flows from ongoing business operations and anticipated access to debtor-in-possession financing and cash collateral. In addition, under the

Debtors’ existing cash management system, the Debtors can readily identify checks or wire transfer requests as relating to an authorized payment in respect of the Taxes and Fees.

12 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. Copies of these orders are available upon request to the Debtors’ proposed counsel.

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Accordingly, the Debtors believe that checks or wire transfer requests, other than those relating to authorized payments, will not be honored inadvertently. Therefore, the Debtors respectfully request that the Court authorize all applicable financial institutions, when requested by the Debtors, to receive, process, honor, and pay any and all checks or wire transfer requests in respect of the relief requested in this Motion.

The Requirements of Bankruptcy Rule 6003 Are Satisfied

32. Bankruptcy Rule 6003 empowers a court to grant relief within the first 21 days after the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable harm.”

For the reasons discussed above, authorizing the Debtors to pay the Taxes and Fees in the ordinary course of business as well as granting the other relief requested herein is integral to the Debtors’ ability to transition their operations into these chapter 11 cases. Failure to receive such authorization and other relief during the first 21 days of these chapter 11 cases would severely disrupt the Debtors’ operations at this critical juncture. For the reasons discussed herein, the relief requested is necessary in order for the Debtors to operate their businesses in the ordinary course and preserve the ongoing value of the Debtors’ operations and maximize the value of their estates for the benefit of all stakeholders. Accordingly, the Debtors submit that they have satisfied the

“immediate and irreparable harm” standard of Bankruptcy Rule 6003 to support granting the relief requested herein.

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

33. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h).

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Waiver of Memorandum of Points and Authorities

34. The Debtors respectfully request that the Court treat this Motion as a written memorandum of points and authorities or waive any requirement that this Motion be accompanied by a written memorandum of points and authorities as described in Local Bankruptcy

Rule 9013-1(G).

Reservation of Rights

35. Nothing contained herein is intended or shall be construed as: (a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code, any foreign bankruptcy or insolvency law, or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in interest’s right to dispute any claim on any grounds, (c) a promise or requirement to pay any particular claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Motion; (e) a request or authorization to assume, adopt, or reject any prepetition agreement, contract, or lease pursuant to section 365 of the

Bankruptcy Code; (f) an admission as to the validity, priority, enforceability, or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors’ estates; or

(g) a waiver of any claims or causes of action which may exist against any entity under the

Bankruptcy Code or any other applicable law. If the Court grants the relief sought herein, any payment made pursuant to this Interim Order or Final Order is not intended and should not be construed as an admission as to the validity of any particular claim or a waiver of the Debtors’ rights to subsequently dispute such claim.

Notice

36. The Debtors will provide notice of this Motion via first class mail, facsimile or email (where available) to: (a) the Office of the United States Trustee for the Eastern District of

Virginia, Attn: Kathryn R. Montgomery, Shannon F. Pecoraro, and Lynn A. Kohen; (b) the holders

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of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (c) the agents under the Debtors’ prepetition secured facilities and counsel thereto; (d) counsel to HBC US

Holdings LLC and HBC US Propco Holdings LLC; (e) the Internal Revenue Service; (f) the office of the attorneys general for the states in which the Debtors operate; (g) the United States Attorney’s

Office for the Eastern District of Virginia; (h) the Securities and Exchange Commission; (i) the

National Association of Attorneys General; (j) the Authorities; and (k) any party that has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

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

[Remainder of page intentionally left blank]

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WHEREFORE, the Debtors respectfully request that the Court enter the Interim Order and

the Final Order granting the relief requested herein and such other relief as the Court deems

appropriate under the circumstances.

Dated: August 2, 2020

/s/ Jeremy S. Williams KUTAK ROCK LLP KIRKLAND & ELLIS LLP Michael A. Condyles (VA 27807) KIRKLAND & ELLIS INTERNATIONAL LLP Peter J. Barrett (VA 46179) Steven N. Serajeddini, P.C. Jeremy S. Williams (VA 77469) (pro hac vice admission pending) Brian H. Richardson (VA 92477) 601 Lexington Avenue 901 East Byrd Street, Suite 1000 New York, New York 10022 Richmond, Virginia 23219-4071 Telephone: (212) 446-4800 Telephone: (804) 644-1700 Facsimile: (212) 446-4900 Facsimile: (804) 783-6192 Email: [email protected] Email: [email protected] [email protected] -and- [email protected] [email protected] KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Proposed Co-Counsel to the Debtors David L. Eaton (pro hac vice admission pending) and Debtors in Possession Jaimie Fedell (pro hac vice admission pending) 300 North La Salle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected]

Proposed Co-Counsel to the Debtors and Debtors in Possession

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Exhibit A

Proposed Interim Order

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Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

INTERIM ORDER (I) AUTHORIZING THE PAYMENT OF CERTAIN PREPETITION AND POSTPETITION TAXES AND FEES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) for entry of an interim order (this “Interim Order”), (a) authorizing, but not directing, the Debtors to remit and pay prepetition and postpetition Taxes and Fees in the ordinary course of business, (b) granting related relief, and (c) scheduling a final hearing to

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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consider approval of the Motion on a final basis, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court having jurisdiction over this matter pursuant to

28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District

Court for the Eastern District Of Virginia, dated August 15, 1984; and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this

Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this

Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the

Motion were appropriate under the circumstances and that no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on an interim basis as set forth herein.

2. The final hearing (the “Final Hearing”) on the Motion shall be held on ______,

2020, at__:__ _.m., prevailing Eastern Time. Any objections or responses to entry of a final order on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time on ______, 2020, and served on the Notice Parties. In the event no objections to entry of a final order on the Motion are timely received, this Court may enter such final order without need for the Final Hearing.

3. The Debtors are authorized to pay or remit and pay the Taxes and Fees that accrued prior to the Petition Date and that will become payable during the pendency of these

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chapter 11 cases and remit and pay Taxes and Fees that arise or accrue in the ordinary course of business on a postpetition basis—including, for the avoidance of doubt, posting collateral or letters of credit in connection with any dispute related to the Audits or Assessments or paying any Taxes and Fees arising as a result of the Audits or Assessments; provided that the Debtors shall not pay any Taxes and Fees before such Taxes and Fees are due to the applicable Authority or that do not come due within 21 days after the Petition Date; provided, further, that in the event the Debtors make a payment with respect to any Taxes and Fees for the prepetition portion of any “straddle” amount, and this Court subsequently determines such amount was not entitled to priority or administrative treatment under section 507(a)(8) or 503(b)(1)(B), the Debtors may (but shall not be required to) seek an order from the Court requiring a return of such amounts. In the event the

Debtors pay any Authority not included on Exhibit C annexed to the Motion, the Debtors will notify (i) the United States Trustee for the Eastern District of Virginia and (ii) any official committee of unsecured creditors appointed in these chapter 11 cases, and file a notice with the

Court listing such Authority five days prior to such payment.

4. Notwithstanding the relief granted in this Interim Order and any actions taken pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code, any foreign bankruptcy or insolvency law, or other applicable nonbankruptcy law; (b) a waiver of the

Debtors’ or any other party in interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Interim Order or the Motion; (e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy

Code; (f) an admission to the validity, priority, enforceability, or perfection of any lien on, security

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interest in, or encumbrance on property of the Debtors’ estates; or (g) a waiver of any claims or causes of action which may exist against any entity under the Bankruptcy Code or any other applicable law. Any payment made pursuant to this Interim Order is not intended and should not be construed as an admission as the validity of any particular claim or a waiver of the Debtors’ rights to subsequently dispute such claim.

5. The banks and financial institutions on which checks were drawn or electronic payment requests made in payment of the prepetition obligations approved herein are authorized to receive, process, honor, and pay all such checks and electronic payment requests when presented for payment, and all such banks and financial institutions are authorized to rely on the Debtors’ designation of any particular check or electronic payment request as approved by this Interim

Order.

6. The Debtors are authorized to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored as a consequence of these chapter 11 cases with respect to prepetition amounts owed in connection with the relief granted herein.

7. Notwithstanding anything to the contrary in this Interim Order, any payment made or action taken by any of the Debtors pursuant to authority granted in this Interim Order must be in compliance with, and shall be subject to: (i) any interim or final order approving the Debtors’ use of cash collateral (the “Cash Collateral Order”), (ii) the documentation in respect of any such use of cash collateral, and (iii) the budget governing any such use of cash collateral.

8. To the extent there is any inconsistency between the terms of the Cash Collateral

Order and this Interim Order, the terms of the Cash Collateral Order shall control.

9. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

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10. The requirement under Local Bankruptcy Rule 9013-1(G) to file a memorandum of law in connection with the Motion is waived.

11. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Bankruptcy Rules are satisfied by such notice.

12. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Interim

Order are immediately effective and enforceable upon its entry.

13. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Interim Order.

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

Dated: ______Richmond, Virginia United States Bankruptcy Judge

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WE ASK FOR THIS:

/s/ Jeremy S. Williams Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) Brian H. Richardson (VA 92477) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 Facsimile: (804) 783-6192

- and -

Steven N. Serajeddini, P.C. (pro hac vice admission pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

- and -

Proposed Co-Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ Jeremy S. Williams

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Exhibit B

Proposed Final Order

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Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

FINAL ORDER (I) AUTHORIZING THE PAYMENT OF CERTAIN PREPETITION AND POSTPETITION TAXES AND FEES AND (II) GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession

(collectively, the “Debtors”) for entry of a final order (this “Final Order”), (a) authorizing, but not directing, the Debtors to remit and pay prepetition Taxes and Fees in the ordinary course of business and (b) granting related relief, all as more fully set forth in the Motion; and upon the First

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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Day Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the United States District Court for the Eastern

District Of Virginia, dated August 15, 1984; and this Court having found that it may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and that no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on a final basis as set forth herein.

2. The Debtors are authorized to pay or remit and pay the Taxes and Fees that accrued prior to the Petition Date and that will become payable during the pendency of these chapter 11 cases and remit and pay Taxes and Fees that arise or accrue in the ordinary course of business on a postpetition basis—including, for the avoidance of doubt, posting collateral or letters of credit in connection with any dispute related to the Audits or Assessments or paying any Taxes and Fees arising as a result of the Audits or Assessments; provided that the Debtors shall not pay any Taxes and Fees before such Taxes and Fees are due to the applicable Authority; provided, further, that in the event the Debtors make a payment with respect to any Taxes and Fees for the

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prepetition portion of any “straddle” amount, and this Court subsequently determines such amount was not entitled to priority or administrative treatment under Section 507(a)(8) or 503(b)(1)(B), the Debtors may (but shall not be required to) seek an order from the Court requiring a return of such amounts. In the event the Debtors pay any Authority not included on Exhibit C annexed to the Motion, the Debtors will notify (i) the United States Trustee for the Eastern District of Virginia and (ii) any official committee of unsecured creditors appointed in these chapter 11 cases, and file a notice with the Court listing such Authority five days prior to such payment.

3. Notwithstanding the relief granted in this Final Order and any actions taken pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code, any foreign bankruptcy or insolvency law, or other applicable nonbankruptcy law; (b) a waiver of the

Debtors’ or any other party in interest’s right to dispute any claim on any grounds; (c) a promise or requirement to pay any claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Final Order or the Motion; (e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code;

(f) an admission to the validity, priority, enforceability, or perfection of any lien on, security interest in, or encumbrance on property of the Debtors’ estates; or (g) a waiver of any claims or causes of action which may exist against any entity under the Bankruptcy Code or any other applicable law. Any payment made pursuant to this Final Order is not intended and should not be construed as an admission as the validity of any particular claim or a waiver of the Debtors’ rights to subsequently dispute such claim.

4. The banks and financial institutions on which checks were drawn or electronic payment requests made in payment of the prepetition obligations approved herein are authorized

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to receive, process, honor, and pay all such checks and electronic payment requests when presented for payment, and all such banks and financial institutions are authorized to rely on the Debtors’ designation of any particular check or electronic payment request as approved by this Final Order.

5. The Debtors are authorized to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored as a consequence of these chapter 11 cases with respect to prepetition amounts owed in connection with the relief granted herein.

6. Notwithstanding anything to the contrary in this Final Order, any payment made or action taken by any of the Debtors pursuant to authority granted in this Final Order must be in compliance with, and shall be subject to: (i) any interim or final order approving the Debtors’ use of cash collateral (the “Cash Collateral Order”), (ii) the documentation in respect of any such use of cash collateral, and (iii) the budget governing any such use of cash collateral.

7. To the extent there is any inconsistency between the terms of the Cash Collateral

Order and this Final Order, the terms of the Cash Collateral Order shall control.

8. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Bankruptcy Rules are satisfied by such notice.

9. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final

Order are immediately effective and enforceable upon its entry.

10. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order.

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

Dated: ______Richmond, Virginia United States Bankruptcy Judge

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WE ASK FOR THIS:

- and -

Proposed Co-Counsel to the Debtors and Debtors in Possession

CERTIFICATION OF ENDORSEMENT UNDER LOCAL BANKRUPTCY RULE 9022-1(C)

Pursuant to Local Bankruptcy Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by or served upon all necessary parties.

/s/ Jeremy S. Williams

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Exhibit C

Authorities

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Agency Name Full Address Alabama Income Tax Division Alabama Income Tax Division, PO Box 327480, Montgomery, AL 36132-7480 Alabama Dept Of Revenue Alabama Dept Of Revenue, PO Box 327483, Montgomery, AL 36132-7483 Alabama Income Tax Division Alabama Income Tax Division , PO Box 327480, Montgomery, AL 36132-7480 Arkansas Dept Of Finance Arkansas Dept Of Finance, PO Box 9941, Little Rock, AR 72203-9941 Arizona State Dept Of Revenue Arizona State Dept Of Revenue, PO Box 29009, Phoenix, AZ 85038-9009 State Of Colorado Dept Of Rev State Of Colorado Dept Of Rev, 1375 Sherman Street, Denver, CO 80261-0002 Connecticut Dept Of Revenue Connecticut Dept Of Revenue, PO Box 2931, Hartford, CT 06104-2931 Connecticut Dept Of Revenue Connecticut Dept Of Revenue, PO Box 5055, Hartford, CT 06102-5055 DC Treasurer DC Treasurer, Dept Of Finance & Revenue, PO Box 7792 Ben Franklin Sta, Washington, DC 20044-7792 State Of Delaware State Of Delaware, Division Of Revenue, 820 N French Street 8th Floor, Wilmington, DE 19801 Georgia Dept Of Revenue Georgia Dept Of Revenue, PO Box 740387, Atlanta, GA 30374-0387 Hawaii State Tax Collector Hawaii State Tax Collector, PO Box 3827, Honolulu, HI 96812-3827 Treasurer State Of Iowa Treasurer State Of Iowa, PO Box 10411, Des Moines, IA 50306-0411 State Of Idaho State Of Idaho, PO Box 76, Boise, ID 83707-0076 Illinois Dept Of Revenue Illinois Dept Of Revenue, PO Box 19447, Springfield, IL 62794-9447 Indiana Dept Of Revenue Indiana Dept Of Revenue, Logan Bldg., 5150 Decatur Blvd, Indianapolis, IN 46241 Kansas Dept Of Revenue Kansas Dept Of Revenue, Robert Docking State Office Bldg., 915 SW Harrison Street, Topeka, KS 66625- 0001 Kentucky State Treasurer Kentucky State Treasurer, 501 High Street, Frankfort, KY 40620 Kentucky State Treasurer Kentucky State Treasurer, Department Of Revenue, Frankfort, KY 40620-0004 Louisiana Dept Of Revenue Louisiana Dept Of Revenue, 617 N 3rd St, Baton Rouge, LA 70802-5428 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 7034, Boston, MA 2204 State Of Maryland State Of Maryland, PO Box 17132, Baltimore, MD 21297-0175 Comptroller Of The Treasury Comptroller Of The Treasury, Attn: Karol McMullen, PO Box 207, Annapolis, MD 21411 Maine Bureau Of Taxation Maine Bureau Of Taxation, PO Box 1061, Augusta, ME 04332-1061 Michigan Dept Of Treasury Michigan Dept Of Treasury, PO Box 77003, Detroit, MI 48277-0003 Missouri Dept Of Revenue Missouri Dept Of Revenue, PO Box 3333, Jefferson City, MO 65105-3333 Missouri Dept Of Revenue Missouri Dept Of Revenue, PO Box 999, Jefferson City, MO 65108-0999 MS Department Of Revenue MS Department Of Revenue, PO Box 23075, Jackson, MS 39225-3075 Montana State Treasurer Montana State Treasurer, Box 5835, Helena, MT 59604-5835 North Carolina Dept Of Revenue North Carolina Dept Of Revenue, PO Box 25000, Raleigh, NC 27640-0001 Nebraska Dept Of Revenue Nebraska Dept Of Revenue, PO Box 94818, Lincoln, NE 68509-4818 New Mexico Revenue Division New Mexico Revenue Division, PO Box 630, Santa Fe, NM 87509-0630 NYS Income Tax NYS Income Tax, PO Box 1414, New York, NY 10008-1414 Ohio Dept Of Taxation Ohio Dept Of Taxation, PO Box 347, Columbus, OH 43216-0347

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Agency Name Full Address Ohio Dept Of Taxation Ohio Dept Of Taxation, PO Box 347, Columbus, OH 43216-0347 Ohio Dept Of Taxation Ohio Dept Of Taxation, PO Box 347, Columbus, OH 43216-0347 Oklahoma Tax Commission Oklahoma Tax Commission, PO Box 26890, Oklahoma City, OK 73126-0890 Oklahoma Tax Commission Oklahoma Tax Commission, PO Box 26860, Oklahoma City, OK 73126-0860 Oregon Dept Of Revenue Oregon Dept Of Revenue, 955 Center Street Ne, Salem, OR 97310-2555 PA Dept Of Revenue PA Dept Of Revenue, Dept 280401, Harrisburg, PA 17128-0401 RI Division Of Taxation RI Division Of Taxation, 1 Capitol Hill, Providence, RI 2908 South Carolina Tax Commission South Carolina Tax Commission, PO Box 125, Columbia, SC 29214 Utah State Tax Commission Utah State Tax Commission , Central Services Division, 210 N 1950 W, Salt Lake City, UT 84134 Virginia Dept Of Taxation Virginia Dept Of Taxation, 2220 West Broad Street, Richmond, VA 23220 Virgin Islands Virgin Islands, Lockhart Gardens #1A, St Thomas, VI 802 Vermont Dept Of Taxes Vermont Dept Of Taxes, PO Box 547, Montpelier, VT 05601-0547 Wisconsin Dept Of Revenue Wisconsin Dept Of Revenue, 4638 University Avenue, Madison, WI 53708 Wisconsin Dept Of Revenue Wisconsin Dept Of Revenue, PO Box 93931, Milwaukee, WI 53293-0931 West Virginia State Tax Dept West Virginia State Tax Dept, 1001 Lee Street, Charleston, WV 25301 Guam Department of Revenue and Taxation Guam Department of Revenue and Taxation, PO Box 23607, Barrigada, GM 96921 CA Employment Development Department CA Employment Development Department, PO Box 826276 , Sacramento, CA 94230 Alabama Dept Of Revenue Alabama Dept Of Revenue, PO Box 327950, Montgomery, AL 36132-7950 Louisiana Dept Of Revenue Louisiana Dept Of Revenue, 617 N 3rd Street, Baton Rouge, LA 70802-5428 Alabama Dept Of Revenue Alabama Dept Of Revenue, PO Box 327950, Montgomery, AL 36132-7950 Oklahoma Tax Commission Oklahoma Tax Commission, PO Box 26930, Oklahoma City, OK 73126 City Of Birmingham City Of Birmingham, PO Box 10566, Birmingham, AL 35296-0001 City Of Birmingham City Of Birmingham, 710 North 20th Street, Room TI 100, Birmingham, AL 35203 Jefferson County Jefferson County, A-100 Courthouse, Birmingham, AL 35263-0069 Gadsden Revenue Dept Gadsden Revenue Dept, PO Box 267, Gadsden, AL 35999 Bessemer Alabama Tax Department Bessemer Alabama Tax Department, 1800 3rd Avenue North, Bessemer, AL 35020 City Of Haleyville City Of Haleyville, 1901 11th Street, Haleyville, AL 35565-1509 Denver Manager Of Revenue Denver Manager Of Revenue, PO Box 17440 Rm 160, Denver, CO 80217-0440 Aurora Sale Tax Division Aurora Sale Tax Division, 15151 East Alameda Parkway, Aurora, CO 80012 City Of Greenwood Village City Of Greenwood Village, 6060 S Quebec Street, Greenwood Village, CO 80111-4591 City Of Wilmington City Of Wilmington, City/County Bldg. 800 N French St, Wilmington, DE 19801 City Of Wilmington Head Tax City Of Wilmington Head Tax, 800 N French , Wilmington, DE 19801 Lexington Fayette Lexington Fayette, 200 East Main Street, Lexington, KY 40507 Louisville/Jefferson County Louisville/Jefferson County, PO Box 35410, Louisville, KY 40232-5410 City Of Bowling Green City Of Bowling Green, PO Box 430, Bowling Green, KY 42102-0430

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Agency Name Full Address Fayette County Public School Fayette County Public School, 200 East Main Street, Lexington, KY 40507 Director Of Finance Director Of Finance, City Hall, Georgetown, KY 40324 Scott County Scott County, PO Box 973, Georgetown, KY 40324 Treasurer City Of Owensboro Treasurer City Of Owensboro, PO Box 10003, Owensboro, KY 42302 City Of Hopkinsville City Of Hopkinsville, 715 South Virginia Street, Hopkinsville, KY 42240 Scott County Schools Scott County Schools, PO Box 578, Georgetown, KY 40324 Bourbon County Occup Lic Fee Bourbon County Occup Lic Fee, 301 Main Street, Paris, KY 40361 Treasurer City Of Detroit Treasurer City Of Detroit, Dept 106801, PO Box 67000, Detroit, MI 48267-1068 City Income Tax Dept City Income Tax Dept, PO Box 2528, Grand Rapids, MI 49501 Treasure City Of Lansing Treasure City Of Lansing, Lansing, MI 48901 Treasurer City Of Pontiac Treasurer City Of Pontiac, 47450 Woodward Ave, Pontiac, MI 48342-2245 Treasurer City Of Highland Park Treasurer City Of Highland Park, 12050 Woodward Avenue, Highland Park, MI 48203 Treasurer City Of Flint Treasurer City Of Flint, 1101 South Saginaw Street, Flint, MI 48502 City Of Battle Creek City Of Battle Creek, 103 Michigan Avenue East, Battle Creek, MI 49016 City Of Walker City Of Walker, PO Box 153, Grand Rapids, MI 49501 City Of Saginaw City Of Saginaw, 1315 South Washington Avenue, Saginaw, MI 48601-2599 City Of Kansas City Missouri City Of Kansas City Missouri, PO Box 15623, Kansas City, MO 64106-0623 Collector Of Revenue Collector Of Revenue, 410 City Hall, 1200 Market Street, St Louis, MO 63103-2841 City Of Akron Ohio City Of Akron Ohio, 1 Cascade Plaza, 11th Floor, Akron, OH 44308-1101 City Of Canton City Of Canton, PO Box 9940, Canton, OH 44711 City Of Cincinnati City Of Cincinnati , PO Box 640770, Cincinnati, OH 45264-0770 City Of Cincinnati Tax Bureau City Of Cincinnati Tax Bureau, 805 Central Ave Suite 600, Cincinnati, OH 45202-5799 Central Collection Agency Central Collection Agency, 1701 Lakeside Avenue, Cleveland, OH 44114 Columbus City Treasurer Columbus City Treasurer, PO Box 182498, Columbus, OH 43218-2489 City Of Dayton Tax City Of Dayton Tax, PO Box 1830, Dayton, OH 45401-1830 Regional Income Tax Agency Regional Income Tax Agency, PO Box 94736, Cleveland, OH 44101-4736 City Of Parma City Of Parma, PO Box 94734, Cleveland, OH 44101-4734 City Of Stow City Of Stow, PO Box 1668, Stow, OH 44224-4094 Commission Of Tax City Of Toledo Commission Of Tax City Of Toledo, One Government Center Ste 2070, Toledo, OH 43604 City Of Westerville City Of Westerville, PO Box 130, Westerville, OH 43086-0130 City Of St Bernard City Of St Bernard, 110 Washington Avenue, St Bernard, OH 45217 City Of Hamilton City Of Hamilton, 345 High Street, Fl 3, Ste 310, Hamilton, OH 45011-6072 City Of Mansfield City Of Mansfield, PO Box 577, Mansfield, OH 44901-0577 City Of Cuyahoga Falls City Of Cuyahoga Falls, 2310 2nd Street, Cuyahoga Falls, OH 44221 City Of Dublin City Of Dublin, 5200 Emerald Parkway , Dublin, OH 43017-0900

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Agency Name Full Address City Of Warren City Of Warren, PO Box 230, Warren, OH 44482 City Brook Park City Brook Park, 6161 Engle Road, Brook Park, OH 44142 Lorain City Tax Lorain City Tax, 200 West 4th Street, Lorain, OH 44052-1647 Maumee City Maumee City, 400 Conant Street, Maumee, OH 43537-3300 City Of Bellefontaine City Of Bellefontaine, 135 North Detroit Street, Bellefontaine, OH 43311 Lima City Lima City , PO Box 155 , Lima, OH 45802-0155 City Of Norwood City Of Norwood, Lock Box Location 00332, Cincinnati, OH 45264 City Of Huber Heights City Of Huber Heights, PO Box 24309, Dayton, OH 45424 City Of Sharonville City Of Sharonville, 11641 Chester Road, Sharonville, OH 45246-2803 City Of Vandalia Income Tax City Of Vandalia Income Tax, PO Box 727, Vandalia, OH 45377-0727 City Of Twinsburg City Of Twinsburg, 10075 Ravenna Road, Twinsburg, OH 44087 Ohio School District Ohio School District, PO Box 182388, Columbus, OH 43218-2388 Harrisburg City Harrisburg City, 2301 North Third Street, Harrisburg, PA 17110 Philadelphia Dept Of Rev Philadelphia Dept Of Rev, Concourse Level 1401 Jfk Blvd, Philadelphia, PA 19102 City Of Pittsburgh City Of Pittsburgh, Attn: Amy Manfredo, 414 Grant St. Room 207, Pittsburgh, PA 15219 City Of Allentown City Of Allentown, 435 Hamilton St, Room 215, Allentown, PA 18101 Collector Of Taxes Collector Of Taxes, 135 Jefferson Ave, Scranton, PA 18503 Berks Eit Bureau Berks Eit Bureau, 920 Van Reed Road, Wyomissing, PA 19610 Springfield Income Tax Division Springfield Income Tax Division, 601 Avenue A, Springfield, MI 49015 City Of Hamtrack Treasurer City Of Hamtrack Treasurer, 3401 Evaline, Hamtrack, MI 48212 City Of Muskegon City Of Muskegon , 2724 Peck Street, Muskegon Heights, MI 49444 North Ridgeville City North Ridgeville City, 7307 Avon Belden Road, North Ridgeville, OH 44039-3731 City Of Sheridan City Of Sheridan, 4101 S Federal Blvd, Sheridan, CO 80110 City Of Covington City Of Covington, 20 West Pike Street, Covington, KY 41011 City Of Greenville City Of Greenville, 100 Public Square, Greenville, OH 45331 Boyd County Occupational Tax Boyd County Occupational Tax, PO Box 423, Catlettsburg, KY 41129 City Of Pittsburgh Em-1 Tax City Of Pittsburgh Em-1 Tax, PO Box 642606, Pittsburgh, PA 15264-2606 Leslie County Leslie County, PO Box 620, Hyden, KY 41749 City Of Ashland City Of Ashland, PO Box 1839, Ashland, KY 41105-1839 State Of California / Employment Development State Of California / Employment Development Department, P.O. Box 989071, West Sacramento, CA Department 95798 Colorado Department Of Labor And Employment Colorado Department Of Labor And Employment, Unemployment Insurance Employer Services, P.O. Box 956, Denver, CO 80201 Florida Department Of Revenue Florida Department Of Revenue, 5050 W. Tennessee St, Tallahassee, FL 32399 North Carolina Department Of Revenue North Carolina Department Of Revenue, PO Box 25000, Raleigh, NC 27640

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Agency Name Full Address North Carolina Department Of Employment North Carolina Department Of Employment Services, P.O. Box 25903, Raleigh, NC 27611 Services NYS Employment Contributions And Taxes NYS Employment Contributions And Taxes, PO BOX 4119, Binghamton, NY 13902 NYS Employment Contributions And Taxes NYS Employment Contributions And Taxes, PO BOX 4119, Binghamton, NY 13902 Ohio Department Of Taxation Ohio Department Of Taxation, P.O. Box 182667, Columbus, OH 43218 Ohio Department Of Job And Family Services Ohio Department Of Job And Family Services, P.O. BOX 182413, Columbus, OH 43218 Oklahoma Tax Commission Oklahoma Tax Commission, Post Office Box 26920, Oklahoma City, OK 73126 Oklahoma Employment Security Commission Oklahoma Employment Security Commission, P.O. Box 52004, Oklahoma City, OK 73152 Oregon Department Of Revenue Oregon Department Of Revenue, PO Box 14260, Salem, OR 97309 Oregon Department Of Revenue Oregon Department Of Revenue, PO Box 14790, Salem, OR 97309 Office Of Uc Tax Services Central Operations Office Of Uc Tax Services Central Operations Division, 651 Boas Street, Room 914, Harrisburg, PA 17121 Division PA Department Of Revenue PA Department Of Revenue, PO BOX 280904, Harrisburg, PA 17128 Utah State Tax Commission Utah State Tax Commission, 210 N 1950 W, Salt Lake City, UT 84134 VEC Central Office VEC Central Office, P.O. Box 26441, Richmond, VA 23261 Employment Security Department Employment Security Department, PO Box 34729, Seattle, WA 98124 Oregon Department Of Revenue Oregon Department Of Revenue, PO Box 14800, Salem, OR 97309 The City Of Mason Tax Office The City Of Mason Tax Office, 6000 Mason-Montgomery Road, Mason, OH 45040 The City Of Reynoldsburg Regional Income Tax The City Of Reynoldsburg Regional Income Tax Agency, 760 Lakeview Plaza Blvd, Ste 400, Worthington, Agency OH 43085 City & County Of San Francisco City & County Of San Francisco, Room 140, 1 Dr. Carlton B. Goodlett Place, San Francisco, CA 94102 Stockton Department Of Revenue Stockton Department Of Revenue, 44 North San Joaquin Street, First Floor Suite 150, Stockton, CA 95202 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19038, Springfield, IL 62794 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 7005, Boston, MA 02204 Minnesota Department Of Revenue Minnesota Department Of Revenue, 600 N. Robert St., St. Paul, MN 55146 New York Department Of Revenue New York Department Of Revenue, PO Box 22094, Albany, NY 12201 Oklahoma Department Of Revenue Oklahoma Department Of Revenue, PO Box 26920, Oklahoma City, OK 73126 Tennessee Department Of Revenue Tennessee Department Of Revenue, 500 Deaderick Street, Nashville, TN 37242 Texas Department Of Revenue Texas Department Of Revenue, PO Box 149348, Austin, TX 78714 Wisconsin Department Of Revenue Wisconsin Department Of Revenue, PO Box 8908, Madison, WI 53708 West Virginia Department Of Revenue West Virginia Department Of Revenue, PO Box 1202, Charleston, WV 25324 California Department Of Revenue California Department Of Revenue, 450 N St, Sacramento, CA 95814 Colorado Department Of Revenue Colorado Department Of Revenue, P.O. Box 17087, Denver, CO 80217 Washington Dc Department Of Revenue Washington Dc Department Of Revenue, 101 4th St SW #270, Washington, DC 20024

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Agency Name Full Address Florida Department Of Revenue Florida Department Of Revenue, 5050 W Tennessee St, Tallahassee, FL 32399 Georgia Department Of Revenue Georgia Department Of Revenue, PO Box 105408, Atlanta, GA 30348 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19034, Springfield, IL 62794 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Minnesota Department Of Revenue Minnesota Department Of Revenue, Mail Station 6330, 600 N. Robert Street, St. Paul, MN 55146 Mississippi Department Of Revenue Mississippi Department Of Revenue, PO Box 960, Jackson, MS 39205 North Carolina Department Of Revenue North Carolina Department Of Revenue, PO Box 25000, Raleigh, NC 27640 New York Department Of Revenue New York Department Of Revenue, PO Box 15172, Albany, NY 12212 Ohio Department Of Revenue Ohio Department Of Revenue, PO Box 530, Columbus, OH 43216 Oklahoma Department Of Revenue Oklahoma Department Of Revenue, PO Box 26850, Oklahoma City, OK 73126 Pennsylvania Department Of Revenue Pennsylvania Department Of Revenue, PO Box 280905, Harrisburg, PA 17128 Tennessee Department Of Revenue Tennessee Department Of Revenue, 500 Deaderick Street, Nashville, TN 37242 Texas Department Of Revenue Texas Department Of Revenue, PO Box 13528, Capitol Station, Austin, TX 78711 Virginia Department Of Revenue Virginia Department Of Revenue, 1957 Westmoreland Street, Richmond, VA 23230 Washington Department Of Revenue Washington Department Of Revenue, PO Box 47464, Olympia, WA 98504 Wisconsin Department Of Revenue Wisconsin Department Of Revenue, PO Box 8921, Madison, WI 53708 West Virginia Department Of Revenue West Virginia Department Of Revenue, PO Box 1826, Charleston, WV 25327 Wyoming Department Of Revenue Wyoming Department Of Revenue, 122 West 25th Street Suite E301, Herschler Building East, Cheyenne, WY 82002 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19035, Springfield, IL 62794-9035 Division Of Taxation Division Of Taxation, REVENUE PROCESSING CENTER, PO BOX 274, Trenton, NJ 08646-0274 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19035, Springfield, IL 62794-9035 Maine Revenue Services Maine Revenue Services, 51 Commerce Dr, Augusta, ME 04330 Wyoming Department Of Revenue Wyoming Department Of Revenue, 122 West 25th Street Suite E301, Herschler Building East, Cheyenne, WY 82002 Alabama Department Of Revenue Alabama Department Of Revenue, P.O. Box 327441, Montgomery, AL 36132-7441 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Mississippi Tax Commission Mississippi Tax Commission, 500 Clinton Center Dr, Clinton, MS 39056 Oklahoma Tax Commission Oklahoma Tax Commission, Post Office Box 26800, Oklahoma City, OK 73126-0800 South Carolina Department Of Revenue South Carolina Department Of Revenue, Corporate Tax, PO Box 125, Columbia, SC 29214-0400 Tennessee Department Of Revenue Tennessee Department Of Revenue, 500 Deaderick Street, Nashville, TN 37242 West Virginia Department Of Revenue West Virginia Department Of Revenue, PO Box 1826, Charleston, WV 25327 Alabama Department Of Revenue Alabama Department Of Revenue, P.O. Box 327441, Montgomery, AL 36132-7441

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Agency Name Full Address Arkansas Department Of Revenue Arkansas Department Of Revenue, PO Box 919, Little Rock, AR 72203 Arizona Department Of Revenue Arizona Department Of Revenue, 1600 W Monroe St, Phoenix, AZ 85007 Colorado Department Of Revenue Colorado Department Of Revenue, P.O. Box 17087, Denver, CO 80217 Washington Dc Department Of Revenue Washington Dc Department Of Revenue, 101 4th St SW #270, Washington, DC 20024 Florida Department Of Revenue Florida Department Of Revenue, Mail Stop 3-2000, 5050 W Tennessee St, Tallahassee, FL 32399-0112 Georgia Department Of Revenue Georgia Department Of Revenue, PO Box 105408, Atlanta, GA 30348 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19034, Springfield, IL 62794 Kentucky Department Of Revenue Kentucky Department Of Revenue, Division of Sales and Use Tax Station 67, PO Box 181, Frankfort, KY 40602-0181 Louisiana Department Of Revenue And Taxation Louisiana Department Of Revenue And Taxation, Post Office Box 201, Baton Rouge, LA 70821-0201 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Maryland Comptroller Of The Treasury Maryland Comptroller Of The Treasury, Comptroller of Maryland, 110 Carroll Street, Annapolis, MD 21411-0001 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Minnesota Department Of Revenue Minnesota Department Of Revenue, Mail Station 6330, 600 N. Robert Street, St. Paul, MN 55146 Mississippi Tax Commission Mississippi Tax Commission, 500 Clinton Center Dr, Clinton, MS 39056 North Carolina Department Of Revenue North Carolina Department Of Revenue, Post Office Box 25000, Raleigh, NC 27640-0640 N.J. Division Of Taxation N.J. Division Of Taxation, Bankruptcy Section, PO Box 245, Trenton, NJ 08695-0245 Pennsylvania Department Of Revenue Pennsylvania Department Of Revenue, PO Box 280905, Harrisburg, PA 17128 Pennsylvania Department Of Revenue Pennsylvania Department Of Revenue, PO Box 280905, Harrisburg, PA 17128 State Of Rhode Island State Of Rhode Island, 1 Capitol Hill, 1st Floor, Providence, RI 02908 South Dakota Department Of Revenue South Dakota Department Of Revenue, 445 East Capitol Ave, Pierre, SD 57501-3185 Texas Comptroller Of Public Accounts Texas Comptroller Of Public Accounts, P.O. Box 13528, Capitol Station, Austin, TX 78711-3528 Virginia Department Of Revenue Virginia Department Of Revenue, 1957 Westmoreland Street, Richmond, VA 23230 Virginia Department Of Revenue Virginia Department Of Revenue, 1957 Westmoreland Street, Richmond, VA 23230 Utah State Tax Commission Utah State Tax Commission, 210 N 1950 W, Salt Lake City, UT 84134 Hawaii State Tax Collector Hawaii State Tax Collector, 830 Punchbowl St, Honolulu, HI 96813 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19034, Springfield, IL 62794 Ohio Department Of Taxation Ohio Department Of Taxation, PO Box 530, Columbus, OH 43216 California Department Of Tax & Fee California Department Of Tax & Fee Administration, 450 N St, Sacramento, CA 95814 Administration Montgomery County Tax Department Montgomery County Tax Department, 101 Monroe St # 15, Rockville, MD 02850

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Agency Name Full Address Taxation And Revenue Department Taxation And Revenue Department, 1100 South St. Francis Drive, Santa Fe, NM 87504 NYS Promptax - Sales Tax NYS Promptax - Sales Tax, 471 Grand St, Brooklyn, NY 11211 Vermont Department Of Taxes Vermont Department Of Taxes, 133 State St, Montpelier, VT 05602 Washington State Department Of Revenue Washington State Department Of Revenue, Treasury Management, PO Box 47464, Olympia, WA 98504- 7464 Connecticut Commissioner Of Revenue Services Connecticut Commissioner Of Revenue Services, 450 Columbus Blvd, Hartford, CT 06103 Indiana Department Of Revenue Indiana Department Of Revenue, P.O. Box 7206, Indianapolis, IN 46207-7206 Nevada Department Of Taxation Nevada Department Of Taxation, 2550 Paseo Verde Pkwy #180, Henderson, NV 89074 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19034, Springfield, IL 62794 Connecticut Commissioner Of Revenue Services Connecticut Commissioner Of Revenue Services, 450 Columbus Blvd, Hartford, CT 06103 Connecticut Commissioner Of Revenue Services Connecticut Commissioner Of Revenue Services, 450 Columbus Blvd, Hartford, CT 06103 Washington Dc Department Of Revenue Washington Dc Department Of Revenue, 101 4th St SW #270, Washington, DC 20024 Washington Dc Department Of Revenue Washington Dc Department Of Revenue, 101 4th St SW #270, Washington, DC 20024 Washington Dc Department Of Revenue Washington Dc Department Of Revenue, 101 4th St SW #270, Washington, DC 20024 Delaware Department Of Revenue Delaware Department Of Revenue, PO Box 830, Wilmington, DE 19801-0830 Florida Department Of Revenue Florida Department Of Revenue, Mail Stop 3-2000, 5050 W Tennessee St, Tallahassee, FL 32399-0112 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19034, Springfield, IL 62794 Illinois Department Of Revenue Illinois Department Of Revenue, PO BOX 19034, Springfield, IL 62794 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Massachusetts Department Of Revenue Massachusetts Department Of Revenue, PO Box 419257, Boston, MA 02241 Maryland Comptroller Of The Treasury Maryland Comptroller Of The Treasury, Comptroller of Maryland, 110 Carroll Street, Annapolis, MD 21411-0001 Maryland Comptroller Of The Treasury Maryland Comptroller Of The Treasury, Comptroller of Maryland, 110 Carroll Street, Annapolis, MD 21411-0001 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Michigan Department Of Treasury Michigan Department Of Treasury, 430 W Allegan St, Lansing, MI 48922 Missouri Department Of Revenue Missouri Department Of Revenue, 301 W High St, Jefferson City, MO 65101 Missouri Department Of Revenue Missouri Department Of Revenue, 301 W High St, Jefferson City, MO 65101 St Louis Collector Of Revenue St Louis Collector Of Revenue, 1200 Market St, St. Louis, MO 63103 Mississippi Tax Commission Mississippi Tax Commission, 500 Clinton Center Dr, Clinton, MS 39056 Mississippi Tax Commission Mississippi Tax Commission, 500 Clinton Center Dr, Clinton, MS 39056

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Agency Name Full Address New Hampshire Department Of Revenue New Hampshire Department Of Revenue Administration, 109 Pleasant St, Concord, NH 03301 Administration N.J. Division Of Taxation N.J. Division Of Taxation, Bankruptcy Section, PO Box 245, Trenton, NJ 08695-0245 N.J. Division Of Taxation N.J. Division Of Taxation, Bankruptcy Section, PO Box 245, Trenton, NJ 08695-0245 N.J. Division Of Taxation N.J. Division Of Taxation, Bankruptcy Section, PO Box 245, Trenton, NJ 08695-0245 New York Department Of Revenue New York Department Of Revenue, PO Box 22094, Albany, NY 12201 New York Department Of Revenue New York Department Of Revenue, PO Box 22094, Albany, NY 12201 NYC Department Of Finance NYC Department Of Finance, 66 John St 2nd floor, New York, NY 10038 Yonkers Department Of Revenue Yonkers Department Of Revenue, 40 S Broadway, Yonkers, NY 10701 Yonkers Department Of Revenue Yonkers Department Of Revenue, 40 S Broadway, Yonkers, NY 10701 New York State Department Of Taxation And New York State Department Of Taxation And Finance, Harriman Campus Rd, Albany, NY 12226 Finance Ohio Department Of Taxation Ohio Department Of Taxation, PO Box 530, Columbus, OH 43216 Ohio Department Of Taxation Ohio Department Of Taxation, PO Box 530, Columbus, OH 43216 Cloverleaf Lsd Cloverleaf Lsd, 8525 Friendsville Rd, Lodi, OH 44254-9706 CCA - Division Of Taxation CCA - Division Of Taxation, PO BOX 94810, Cleveland, OH 44101-4810 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 Parma Department Of Revenue Parma Department Of Revenue, 6611 Ridge Road, Parma, OH 44129 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 Lorain Department Of Revenue Lorain Department Of Revenue, 605 W 4th Street, Lorain, OH 44052 Amhest Department Of Revenue Amhest Department Of Revenue, 480 Park Avenue, Upper Level, Amherst, OH 44001 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 Lorain Department Of Revenue Lorain Department Of Revenue, 605 W 4th Street, Lorain, OH 44052 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 RITA Tax Authority RITA Tax Authority, 10107 Brecksville Road, Brecksville, OH 44141 Parma Department Of Revenue Parma Department Of Revenue, 6611 Ridge Road, Parma, OH 44129 Pennsylvania Department Of Revenue Pennsylvania Department Of Revenue, PO Box 280905, Harrisburg, PA 17128 Pennsylvania Department Of Revenue Pennsylvania Department Of Revenue, PO Box 280905, Harrisburg, PA 17128 Millbourne Borough Tax Office Millbourne Borough Tax Office, 100 Garrett Rd #212, Upper Darby, PA 19082 East Whiteland Twp Tax Office East Whiteland Twp Tax Office, 209 Conestoga Rd, Frazer, PA 19355 Tunkhannock Twp Tax Collector Tunkhannock Twp Tax Collector, 113 Tunkhannock Twp Dr, Tunkhannock, PA 18657

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Agency Name Full Address New Ringgold Tax Department New Ringgold Tax Department, 27 Municipal Rd., New Ringgold, PA 17960 Lower Merion Twp Tax Department Lower Merion Twp Tax Department, 75 Lancaster Ave # 1, Ardmore, PA 19003 Upper Merion Twp Tax Department Upper Merion Twp Tax Department, 175 W Valley Forge Rd, King Of Prussia, PA 19406 Wilkes Barre Twp Tax Department Wilkes Barre Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Montgomery Twp Tax Department Montgomery Twp Tax Department, 1001 Stump Rd, Montgomeryville, PA 18936 North Coventry Twp Tax Department North Coventry Twp Tax Department, 845 S Hanover St, Pottstown, Pa 19465 Dalton Tax Department Dalton Tax Department , 105 W. Main Street, Dalton, PA 18414 Benton Twp Tax Department Benton Twp Tax Department, PO Box 142, Fleetville, PA 18420 East Brandywine Twp Tax Department East Brandywine Twp Tax Department, 1214 Horseshoe Pike, Downingtown, PA 19335 Whitemarsh Twp Tax Department Whitemarsh Twp Tax Department , 616 Germantown Pike, Lafayette Hill, PA 19444 Lenox Twp Tax Department Lenox Twp Tax Department, 6660 State Route 92, Kingsley, PA 18826 Philadelphia Department Of Revenue Philadelphia Department Of Revenue, 1401 John F Kennedy Blvd, Philadelphia, PA 19102 Philadelphia Department Of Revenue Philadelphia Department Of Revenue, 1401 John F Kennedy Blvd, Philadelphia, PA 19102 Bethlehem City Tax Department Bethlehem City Tax Department, 10 East Church Street, Bethlehem, PA 18018 Hazelton City Tax Department Hazelton City Tax Department, 40 N Church St, Hazleton, PA 18201 Dunmore Borough Tax Collector Dunmore Borough Tax Collector, 400 S Blakely St, Dunmore, PA 18512 City Of Allentown Tax Department City Of Allentown Tax Department, 435 Hamilton Street, Allentown, PA 18101 Borough Of Pottstown Borough Of Pottstown, Attn: Finance/Tax Office, 100 E. High Street, Pottstown, PA 19464 Penn Hills Twp Tax Collection Penn Hills Twp Tax Collection, 260 Aster Street, Penn Hills, PA 15235 New Hope Borough Tax Department New Hope Borough Tax Department, 123 New Street, New Hope, PA 18938 Kingston Twp Tax Department Kingston Twp Tax Department, 500 Wyoming Avenue, Kingston, PA 18704 New Cumberland Borough Tax Department New Cumberland Borough Tax Department, 1120 Market St., New Cumberland, PA 17070 Coolbaugh Tax Department Coolbaugh Tax Department, Coolbaugh Municipal Center, 5574 Municipal Drive, Tobyhanna, PA 18466 Darby Township Municipal Building Darby Township Municipal Building, C/O Tax Collector, 21 Bartram Avenue, Glenolden, PA 19036 Jenkintown Borough Tax Department Jenkintown Borough Tax Department, 325 Highland Avenue, Jenkintown, PA 19046 Lower Gwynedd Twp Lower Gwynedd Twp, 1130 N Bethlehem Pike, PO Box 625, Spring House, PA 19477 Chester Twp Tax Department Chester Twp Tax Department, 313 W. Market St. - Ste. 4202, PO Box 2748, West Chester, PA 19380 Abington Twp Tax Department Abington Twp Tax Department, 1176 Old York Road, Abington, PA 19001 Carbondale Twp Tax Department Carbondale Twp Tax Department, 117 WALKER ST, Childs, PA 18407 Kingston Tax Department Kingston Tax Department, 500 Wyoming Avenue, Kingston, PA 18704 Columbia County Tax Office Columbia County Tax Office, PO Box 380, Bloomsburg, PA 17815 Cass Twp Tax Department Cass Twp Tax Department, 50 North 7th St., Bangor, PA 18013-1798 Township Of East Union Tax Department Township Of East Union Tax Department, 10 East Elm Street, P.O. Box 295, Sheppton, PA 18248 New Castle Twp Tax Department New Castle Twp Tax Department, 1492 Eastbrook Harlansburg Rd, New Castle, PA 16101 Springfield Twp Tax Department Springfield Twp Tax Department, 50 Powell Rd., Springfield, PA 19064

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Agency Name Full Address Lower Southampton Twp Tax Department Lower Southampton Twp Tax Department, 1500 Desire Avenue, Feasterville, PA 19053 Kidder Twp Tax Department Kidder Twp Tax Department, State Route 1003, P.O. Box 576, Lake Harmony, PA 18624 Plymouth Township Tax Department Plymouth Township Tax Department, 700 BELVOIR ROAD, Plymouth Meeting, PA 19462 Bushkill Twp Tax Department Bushkill Twp Tax Department, 122 Virginia Drive, Nazareth, PA 18064 Moore Twp Tax Department Moore Twp Tax Department, 2913 W Beersville Rd, Bath, PA 18014 Salex Twp Tax Department Salex Twp Tax Department, 114 Main Street, P.O. Box 180, Slickville, PA 15684 Yeadon Borough Tax Department Yeadon Borough Tax Department, 3rd Floor, 600 Church Lane, Yeadon, PA 19050 Lake Township Tax Department Lake Township Tax Department, 339 Strausser Rd., Stoneboro, PA 16153 Bensalem Twp Tax Department Bensalem Twp Tax Department, 3750 Hulmeville Road, Bensalem, PA 19020 Bristol Tax Department Bristol Tax Department, 1243 Easton Road – Suite 101, Warrington, PA 18976 Falls Twp Tax Department Falls Twp Tax Department, 188 Lincoln Highway, Fairless Hills, PA 19030 Lower Makefield Twp Tax Department Lower Makefield Twp Tax Department, 1100 Edgewood Rd, Yardley, PA 19067 Morrisville Tax Department Morrisville Tax Department, 62 Grandview Avenue, Morrisville, PA 19067 Yardley Borough Tax Department Yardley Borough Tax Department, 141 S. Bell Avenue, Yardley, PA 19067 Tredyffrin Township Tax Office Tredyffrin Township Tax Office, 1100 DuPortail Road, Berwyn, PA 19312 Collingdale Borough Tax Department Collingdale Borough Tax Department, 800 MacDade Blvd., Collingdale, PA 19023 Darby Township Municipal Building Darby Township Municipal Building, C/O Tax Collector, 21 Bartram Avenue, Glenolden, PA 19036 Glenolden Borough Tax Department Glenolden Borough Tax Department, 36 Boon Ave, Glenolden, PA 19036 Havertown Twp Tax Department Havertown Twp Tax Department, 50 East Eagle Road, Havertown, PA 19083 Lansdowne Borough Tax Department Lansdowne Borough Tax Department, 12 E Baltimore Avenue, Lansdowne, PA 19050 Marple Twp Tax Department Marple Twp Tax Department, 227 S Sproul Road, Broomall, PA 19008-2397 Radnor Twp Tax Department Radnor Twp Tax Department, 301 Iven Avenue, Wayne, PA 19087 Springfield Twp Tax Department Springfield Twp Tax Department, 50 Powell Rd., Springfield, PA 19064 Upper Darby Twp Tax Office Upper Darby Twp Tax Office, 100 Garrett Rd #212, Upper Darby, PA 19082 Upper Providence Twp Tax Department Upper Providence Twp Tax Department, 1286 Black Rock Road, Phoenixville, PA 19460 Lower Merion Twp Tax Department Lower Merion Twp Tax Department, 75 Lancaster Ave # 1, Ardmore, PA 19003 Narberth Borough Tax Department Narberth Borough Tax Department, 100 Conway Avenue, Narberth, PA 19072 Upper Merion Twp Tax Department Upper Merion Twp Tax Department, 175 W Valley Forge Rd, King Of Prussia, PA 19406 Dingman Twp Tax Department Dingman Twp Tax Department, 119 Nitche Road, Shohola, PA 18458 Clinton Twp Tax Collector Clinton Twp Tax Collector, 443 Deer Creek Rd., Saxonburg, PA 16056 Honesdale Borough Tax Department Honesdale Borough Tax Department, 112-B 10th Street, Honesdale, PA 18431 Prompton Borough Tax Department Prompton Borough Tax Department, PO Box 12, Prompton, PA 18456 South Cannan Twp Tax Department South Cannan Twp Tax Department, 456 O'Connell Road, Waymart, PA 18472 Archbald Tax Department Archbald Tax Department, 400 CHURCH ST., Archbald, PA 18403 Ashley Borough Tax Department Ashley Borough Tax Department, 49 West Cemetery Street, Ashley, PA 18706

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Agency Name Full Address Avoca Borough Tax Department Avoca Borough Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Bear Creek Twp Tax Department Bear Creek Twp Tax Department, 141 Laurel Run Road, Bear Creek, PA 18702 Berwick Borough Tax Department Berwick Borough Tax Department, 1800 N. Market St., Berwick, PA 18603 Bethlehem Township Tax Department Bethlehem Township Tax Department, 4225 Easton Avenue, Bethlehem, PA 18020 Blakely Borough Tax Department Blakely Borough Tax Department, 1439 Main St., Peckville, PA 18452 Borough Of Bridgeport Tax Department Borough Of Bridgeport Tax Department, 63 West 4th Street, Bridgeport, PA 19405 Burlington Twp Tax Department Burlington Twp Tax Department, 2030 Weed Hill Road, Towanda, PA 18848 Butler Twp Tax Department Butler Twp Tax Department, 290 S Duffy Rd, Butler, PA 16001 Butler Twp Tax Department Butler Twp Tax Department, 290 S Duffy Rd, Butler, PA 16001 Carbondale City Tax Department Carbondale City Tax Department, MUNICIPAL BLDG. 1 N. MAIN ST., Carbondale, PA 18407 Chester City Tax Department Chester City Tax Department, City Hall, 1 Fourth Street, Chester, PA 19013 Chestnut Hill Twp Tax Department Chestnut Hill Twp Tax Department, 1841 US-209, Brodheadsville, PA 18322 Clarks Green Borough Tax Department Clarks Green Borough Tax Department, 104 N Abington Rd, Clarks Green, PA 18411 Clarks Summit Borough Tax Department Clarks Summit Borough Tax Department, 304 S State St, Clarks Summit, PA 18411 Clifton Twp Tax Department Clifton Twp Tax Department, 361 PA-435, Clifton Township, PA 18424 Collegeville Borough Tax Department Collegeville Borough Tax Department, 491 E Main St, Collegeville, PA 19426 Conyngham Borough Tax Department Conyngham Borough Tax Department, 215 Main Street, P.O. Box 442, Conyngham, PA 18219-0442 Conyngham Twp Tax Collector Conyngham Twp Tax Collector, 936 CENTER ST, Ashland, PA 17921 Courtdale Borough Tax Department Courtdale Borough Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Dallas Borough Tax Collector Dallas Borough Tax Collector, PO Box 447, Dallas, PA 18612 Dallas Twp Tax Collector Dallas Twp Tax Collector, 2919 SR 309 Highway, Dallas, PA 18612 Dennison Twp Tax Department Dennison Twp Tax Department, 76 Walnut St, White Haven, PA 18661 Dickson City Tax Department Dickson City Tax Department, 901 Enterprise St, Dickson City, PA 18519 Dorrance Twp Tax Department Dorrance Twp Tax Department, 7844 Blue Ridge Trail, Mountain Top, PA 18707 Dupont Borough Tax Department Dupont Borough Tax Department, 600 Chestnut St, Dupont, PA 18641 Duryea Borough Tax Department Duryea Borough Tax Department, 79 Main Street, Duryea, PA 18642 East Fallowfield Twp Tax Department East Fallowfield Twp Tax Department, 2264 Strasburg Road, East Fallowfield, PA 19320 East Goshen Twp Tax Department East Goshen Twp Tax Department, 1580 Paoli Pike, West Chester, PA 19380 East Lampeter Twp Tax Department East Lampeter Twp Tax Department, 2250 Old Philadelphia Pike, Lancaster, PA 17602 East Norriton Twp Tax Department East Norriton Twp Tax Department, 2501 Stanbridge Street, East Norriton, PA 19401 East Stroudsburg Borough Tax Department East Stroudsburg Borough Tax Department, 24 Analomink St, East Stroudsburg, PA 18301 Easton City Tax Department Easton City Tax Department, 123 South Third Street, Easton, PA 18042 Eaton Twp Tax Department Eaton Twp Tax Department, 1331 PA-29, Tunkhannock, PA 18657 Pine Twp Tax Department Pine Twp Tax Department, 230 Pearce Mill Road, Wexford, PA 15090 Edwardsville Borough Tax Department Edwardsville Borough Tax Department, 470 Main Street, Edwardsville, PA 18704

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Agency Name Full Address Emmaus Borough Tax Department Emmaus Borough Tax Department, 28 S Fourth St, Emmaus, PA 18049 Exeter Twp Tax Department Exeter Twp Tax Department, 10 Fairlane Rd # A, Reading, PA 19606 Fairmount Twp Tax Department Fairmount Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Fairview Twp Tax Department Fairview Twp Tax Department, 599 Lewisberry Rd, New Cumberland, PA 17070 Falls Twp Tax Department Falls Twp Tax Department, 188 Lincoln Hwy, Fairless Hills, PA 19030 Fishing Creek Twp Tax Department Fishing Creek Twp Tax Department, 3188 State Route 487, Orangeville, PA 17859 Forest City Borough Tax Department Forest City Borough Tax Department, 535 Main St, Forest City, PA 18421 Forty Fort Borough Tax Department Forty Fort Borough Tax Department, 1271 Wyoming Ave, Kingston, PA 18704 Foster Twp Tax Department Foster Twp Tax Department, 31 Foster Ave, Freeland, PA 18224 Foster Twp Tax Department Foster Twp Tax Department, 31 Foster Ave, Freeland, PA 18224 Fountain Hill Borough Tax Department Fountain Hill Borough Tax Department, 941 Long St #1, Fountain Hill, PA 18015 Franklin Park Borough Tax Department Franklin Park Borough Tax Department, 2344 W Ingomar Rd, Pittsburgh, PA 15237 Franklin Twp Tax Department Franklin Twp Tax Department, 198 North Road, Butler, PA 16001 Glenburn Township Tax Department Glenburn Township Tax Department, PO Box 694, Waterford Road, Dalton, PA 18414 Hilltown Twp Tax Department Hilltown Twp Tax Department, 13 W Creamery Rd, Hilltown Township, PA 18927 Hanover Twp Tax Dept Hanover Twp Tax Dept, 1267 Sans Souci Pkwy # 1, Hanover, PA 18706 Hanover Twp Tax Dept Hanover Twp Tax Dept, 1267 Sans Souci Pkwy # 1, Hanover, PA 18706 Hanover Twp Tax Dept Hanover Twp Tax Dept, 1267 Sans Souci Pkwy # 1, Hanover, PA 18706 Harveys Lake Borough Tax Department Harveys Lake Borough Tax Department, 4875 Memorial Hwy, Harveys Lake, PA 18618 Hemlock Township Tax Dept Hemlock Township Tax Dept, 26 Firehall Rd, Bloomsburg, PA 17815 Hereford Twp Tax Department Hereford Twp Tax Department, 979 Gravel Pike, Palm, PA 18070 Herrick Twp Tax Department Herrick Twp Tax Department, PO Box 781, Great Bend, PA 18821 Hughestown Borough Tax Department Hughestown Borough Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Hunlock Twp Tax Department Hunlock Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Huntington Twp Tax Department Huntington Twp Tax Department, 750 Trolley Rd, York Springs, PA 17372 Jackson Twp Tax Department Jackson Twp Tax Department, 7043 Woodland Drive, Spring Grove, PA 17362 Jackson Twp Tax Department Jackson Twp Tax Department, 7043 Woodland Drive, Spring Grove, PA 17362 Jefferson Twp Tax Department Jefferson Twp Tax Department, 487 Cortez Rd., Jefferson Twp., PA 18436 Jenkings Twp Tax Department Jenkings Twp Tax Department, 46 ½ Main Street, Inkerman, Jenkins Township, PA 18640 Jermyn Borough Tax Department Jermyn Borough Tax Department, 440 Jefferson Ave., Jermyn, PA 18433 Laflin Borough Tax Department Laflin Borough Tax Department, 47 Laflin Rd, Wilkes-Barre, PA 18702 Lake Township Tax Department Lake Township Tax Department, 339 Strausser Rd., Stoneboro, PA 16153 La Plume Twp Tax Collector La Plume Twp Tax Collector, 2080 Hickory Ridge Road, Factoryville, PA 18419 Larksville Borough Tax Department Larksville Borough Tax Department, 211 East State Street, Larksville, PA 18704 Laurel Run Borough Tax Department Laurel Run Borough Tax Department, 100 Dupont Rd, Laurel Run, PA 18706

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Agency Name Full Address Thornhurst Twp Tax Department Thornhurst Twp Tax Department, 356 Old River Road, Thornhurst, PA 18424 Lehman Twp Tax Collector Lehman Twp Tax Collector, 1183 Old Route 115, Dallas, PA 18612 Lehman Twp Tax Collector Lehman Twp Tax Collector, 1183 Old Route 115, Dallas, PA 18612 Limerick Twp Tax Department Limerick Twp Tax Department, 646 West Ridge Pike, Limerick, PA 19468 Lower Providence Twp Tax Department Lower Providence Twp Tax Department, P.O. Box 7220, Audubon, PA 19403 Luzerne Borough Tax Department Luzerne Borough Tax Department, 144 Academy St, Luzerne, PA 18709 Malvern Borough Tax Department Malvern Borough Tax Department, 1 E 1st Ave #3, Malvern, PA 19355 Middle Smithfield Twp Tax Department Middle Smithfield Twp Tax Department, 147 Municipal Dr, East Stroudsburg, PA 18302 Middletown Borough Tax Department Middletown Borough Tax Department, 60 W Emaus St, Middletown, PA 17057 Millville Borough Tax Department Millville Borough Tax Department, 2227 VALLEY RD, Bloomsburg, PA 17815 Monrow Twp Tax Department Monrow Twp Tax Department, 1220 Boiling Springs Rd., Mechanicsburg, PA 17055 Moosic Borough Tax Department Moosic Borough Tax Department, 715 Main St, Moosic, PA 18507 Scranton Single Tax Office Scranton Single Tax Office, 441 Wyoming Avenue, Scranton, PA 18503 Moscow Borough Tax Department Moscow Borough Tax Department, 127 Orchard Street, Moscow, PA 18444 Mt. Carmel Township Tax Collector Mt. Carmel Township Tax Collector, PO Box 352, Mt. Carmel, PA 17851 Mount Pocono Tax Department Mount Pocono Tax Department, 1361 Pocono Boulevard, Suite 100 Mount Pocono, PA 18344 Nanticoke Tax Department Nanticoke Tax Department, 15 E. Ridge Street, Nanticoke, PA 18634 Nazareth Borough Tax Department Nazareth Borough Tax Department, 546 Wendel Road, Irwin, PA 15642 Nescopeck Twp Tax Department Nescopeck Twp Tax Department, 429 Berwick Hazleton Hwy, Nescopeck, PA 18635 New Stanton Borough Tax Department New Stanton Borough Tax Department, P.O. Box 328, New Stanton, PA 15672 New Vernon Twp Tax Department New Vernon Twp Tax Department, 905 Borland Rd, Sandy Lake,, PA 16145 Newport Twp Tax Department Newport Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Norristown Borough Tax Department Norristown Borough Tax Department, 235 E Airy Street, Norristown, PA 19401 North Whitehall Township Tax Department North Whitehall Township Tax Department, 3256 Levans Road, Coplay, PA 18037 Northampton Borough Tax Department Northampton Borough Tax Department, 427 East 19th St., Northampton, PA 18067 Noxen Twp Tax Department Noxen Twp Tax Department, 160 Elizabeth Street, Noxen, PA 18636 Nuangola Borough Tax Department Nuangola Borough Tax Department, 1 Light St, Mt Top, PA 18707 Old Forge Borough Tax Department Old Forge Borough Tax Department, 310 South Main Street, Old Forge, PA 18518 Olyphant Borough Tax Department Olyphant Borough Tax Department, 113 Willow Avenue, Olyphant, PA 18447 Pen Argyl Borough Tax Department Pen Argyl Borough Tax Department, 11 N Robinson Avenue, Pen Argyl, PA 18071 Penn Forest Twp Tax Department Penn Forest Twp Tax Department, 263 BEHRENS ROAD, Jim Thorpe, PA 18229 Borough Of Phoenixville Tax Department Borough Of Phoenixville Tax Department, 351 Bridge Street, Phoenixville, PA 19460 Pittston City Tax Department Pittston City Tax Department, 35 Broad Street, Pittston, PA 18640 Pittston Twp Tax Department Pittston Twp Tax Department, 12 East Oak Street, Pittston, PA 18640 Plains Twp Tax Department Plains Twp Tax Department, 126 N. Main St., Plains, PA 18705

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Agency Name Full Address Plymouth Borough Tax Department Plymouth Borough Tax Department, PO Box 26, Plymouth, PA 18651 Pocono Twp Tax Department Pocono Twp Tax Department, 112 Township Drive, Tannersville, PA 18372 Polk Twp Tax Department Polk Twp Tax Department, 165 Polk Township Road PO Box 137, Kresgeville, PA 18333 Pringle Borough Tax Department Pringle Borough Tax Department, 89 Evans Street, Pringle, PA 18704 Telford Borough Tax Department Telford Borough Tax Department, 122 Penn Avenue, Telford, PA 18969 Rice Township Tax Department Rice Township Tax Department, 3000 Church Road, Mountain Top, PA 18707 Ross Twp Tax Department Ross Twp Tax Department, 1000 Ross Municipal Drive, Pittsburgh, PA 15237 Salem Twp Tax Department Salem Twp Tax Department, 38 Bomboy Lane, Berwick, PA 18603 Salisbury Twp Tax Department Salisbury Twp Tax Department, 2900 South Pike Avenue, Allentown, PA 18103 Scott Twp Tax Department Scott Twp Tax Department, 301 Lindsay Road, Scott Township, PA 15106 Scrubgrass Township Tax Department Scrubgrass Township Tax Department, 1815 Lisbon Road, Kennerdell, PA 16374 Shenandoah Borough Tax Department Shenandoah Borough Tax Department, 15 W Washington Street, Shenandoah, PA 17976 Shickshinny Borough Tax Department Shickshinny Borough Tax Department, 310 Hartman Rd, Hunlock Creek, PA 18621 Shrewsbury Twp Tax Department Shrewsbury Twp Tax Department, 11505 Susquehanna Trail S, Glen Rock, PA 17327 Skippack Twp Tax Department Skippack Twp Tax Department, PO Box 617, Skippack, PA 19474 Slocum Twp Tax Department Slocum Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Smithfield Twp Tax Department Smithfield Twp Tax Department, 326 Frutchey Drive PO Box 1279, Marshalls Creek, PA 18335-1279 South Abington Twp Tax Department South Abington Twp Tax Department, 1176 Old York Road, Abington, PA 19001 South Whitehall Twp Tax Department South Whitehall Twp Tax Department, 2227 Albright Avenue, Allentown, PA 18104 Spring Brook Twp Tax Department Spring Brook Twp Tax Department, 966 State Route 307, Spring Brook Township, PA 18444 Stroud Twp Tax Department Stroud Twp Tax Department, 1212 Christopher Street, PO Box 128, Stroudsburg, PA 18360 Stroudburg Borough Tax Department Stroudburg Borough Tax Department, 311 East Broad Street, East Stroudsburg, PA 18301-2324 Sugar Notch Borough Tax Department Sugar Notch Borough Tax Department, 379 Hill Street, Sugar Notch, PA 18706 Exeter Borough Tax Department Exeter Borough Tax Department, 1101 Wyoming Avenue, Exeter, PA 18643 Sugarcreek Borough Tax Department Sugarcreek Borough Tax Department, 106 Rocky Grove Avenue, Franklin, PA 16323 Sugarloaf Twp Tax Department Sugarloaf Twp Tax Department, 858 Main Street, Sugarloaf, PA 18249 Swoyersville Borough Tax Department Swoyersville Borough Tax Department, 675 Main St., Swoyersville, PA 18704 Tamaqua Borough Tax Department Tamaqua Borough Tax Department, 320 East Broad Street, Tamaqua, PA 18252 Taylor Borough Tax Department Taylor Borough Tax Department, 122 Union St., Taylor, PA 18517 Throop Borough Tax Department Throop Borough Tax Department, 436 Sanderson St., Throop, PA 18512 Towamencin Twp Tax Department Towamencin Twp Tax Department, Towamencin Township, P.O. Box 303, Kulpsville, PA 19443 Tunkhannock Twp Tax Collector Tunkhannock Twp Tax Collector, 113 Tunkhannock Twp Dr, Tunkhannock, PA 18657 Union Twp Tax Department Union Twp Tax Department, 205 Mapeat Ln., New Castle, PA 16101 Union Twp Tax Department Union Twp Tax Department, 205 Mapeat Ln., New Castle, PA 16101 Upper Macungie Twp Tax Department Upper Macungie Twp Tax Department, 8330 Schantz Road, Breinigsville, PA 18031

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Agency Name Full Address Upper Providence Twp Tax Department Upper Providence Twp Tax Department, 1286 Black Rock Road, Phoenixville, PA 19460 Upper Uwchlan Township Tax Department Upper Uwchlan Township Tax Department, PO Box 437, Uwchland, PA 19480 Warrior Run Borough Tax Department Warrior Run Borough Tax Department, PO Box 4891, Lancaster, PA 17604 Washington Twp Tax Department Washington Twp Tax Department, 13013 Welty Road, Waynesboro, PA 17268 West Chester Borough Tax Department West Chester Borough Tax Department, 780 Miles Road, West Chester, PA 19380 West Norriton Twp Tax Department West Norriton Twp Tax Department, 1632 W Marshall Street, Jeffersonville, PA 19403 West Pittston Borough Tax Department West Pittston Borough Tax Department, 555 Exeter Ave, West Pittston, PA 18643 West Wyoming Borough Tax Department West Wyoming Borough Tax Department, 464 West 8th St, West Wyoming, PA 18644 White Haven Borough Tax Department White Haven Borough Tax Department, 312 Main Street, White Haven, PA 18661 Whitehall Twp Tax Department Whitehall Twp Tax Department, 50 N. 7th St., Bangor, PA 18013 Wilkes Barre Twp Tax Department Wilkes Barre Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Wilkes Barre Twp Tax Department Wilkes Barre Twp Tax Department, 200 N River Street, County Courthouse, Wilkes-Barre, PA 18711 Worcester Twp Tax Department Worcester Twp Tax Department, Post Office Box 97, Worcester, PA 19490 Wright Twp Tax Department Wright Twp Tax Department, 321 S Mountain Blvd, Mountain Top, PA 18707 Wyoming Borough Tax Department Wyoming Borough Tax Department, 277 Wyoming Ave., Wyoming, PA 18644 Yatesville Borough Tax Department Yatesville Borough Tax Department, 33 Pittston Avenue, Yatesville, PA 18640 Black Creek Twp Tax Department Black Creek Twp Tax Department, 1980 Tomhicken Road, Bloomsburg, PA 17815 Hazle Twp Tax Department Hazle Twp Tax Department, 1201A North Church Street, Suite 215, Hazle Township, PA 18202 Sugarloaf Twp Tax Department Sugarloaf Twp Tax Department, 858 Main Street, Sugarloaf, PA 18249 West Hazleton Borough Tax Department West Hazleton Borough Tax Department, 100 South 4th Street, West Hazleton, PA 18202 Mcadoo Borough Tax Department Mcadoo Borough Tax Department, 23 N Hancock St, Mcadoo, PA 18237 Pottsville Tax Department Pottsville Tax Department, 401 North Centre Street, Pottsville, PA 17901-1330 Kline Twp Tax Department Kline Twp Tax Department, 76 S Kennedy Dr, Mcadoo, PA 18237 Banks Twp Tax Department Banks Twp Tax Department, PO Box 231, Treskow, PA 18254 Forks Twp Tax Department Forks Twp Tax Department, 1606 Sullivan Trail, Easton, PA 18040 Horsham Township Tax Department Horsham Township Tax Department, 1025 Horsham Road, Horsham, PA 19044 Lititz Borough Tax Department Lititz Borough Tax Department, 7 S Broad St, Lititz, PA 17543 Bloomsburg Tax Department Bloomsburg Tax Department, 301 E 2nd St, Bloomsburg, PA 17815 South Centre Twp Tax Department South Centre Twp Tax Department, 6260 Fourth Street, Bloomsburg, PA 17815 Northampton Twp Tax Department Northampton Twp Tax Department, 815 Bustleton Pike, Richboro, PA 18954 Tobyhanna Twp Tax Department Tobyhanna Twp Tax Department, 105 Government Center Way, Pocono Pines, PA 18350 Plymouth Township Tax Department Plymouth Township Tax Department, 700 BELVOIR ROAD, Plymouth Meeting, PA 19462 Ambler Borough Tax Department Ambler Borough Tax Department, P.O. Box 3087, Ambler, PA 19002 Upper Southampton Twp Tax Department Upper Southampton Twp Tax Department, 939 Street Road, Southampton, PA 18966 Virginia Department Of Revenue Virginia Department Of Revenue, P.O. BOX 26627, Richmond, VA 23261-6627

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Agency Name Full Address Virginia Department Of Revenue Virginia Department Of Revenue, P.O. BOX 26627, Richmond, VA 23261-6627 West Virginia Sales Tax Unit West Virginia Sales Tax Unit, PO BOX 1826, Charleston, WV 25327-1826 San Joaquin County Tax Department 44 North San Joaquin Street, First Floor Suite 150, Stockton, CA 95202 San Francisco County Tax Department Office of the Treasurer & Tax Collector, P.O. Box 7426, San Francisco, CA 94120-7426 Westchester County Tax Department 110 Martin Luther King #l-222, White Plains, NY 10601 Bergen County Tax Department 2 Bergen County Plaza, Hackensack, NJ 07601 Fairfield County Tax Department 611 Old Post Rd, Fairfield, CT 06824 Union County Tax Department 271 N Broad St # 3, Elizabeth, NJ 07208 Nassau County Tax Department 1 West St, Mineola, NY 11501 Somerset County Tax Department P.O. Box 3000, Somerville, NJ 08876 Montgomery County Tax Department 425 Swede St, Norristown, PA 19401 Fairfax County Tax Department Fairfax County Government Center, 12000 Government Center Pkwy, Fairfax, VA 22035 Monmouth County Tax Department Hall of Records, 1 E Main St, Freehold, NJ 07728 Morris County Tax Department 30 Schuyler Pl, Morristown, NJ 07960 Passaic County Tax Department 330 Passaic St, Passaic, NJ 07055 Cook County Tax Department 118 N Clark St # 1160, Chicago, IL 60602 Oakland County Tax Department 1200 Telegraph Rd Building #12E, Pontiac, MI 48341 Howard County Tax Department 3430 Court House Dr, Ellicott City, MD 21043 Erie County Tax Department 95 Franklin St #100, Buffalo, NY 14202 Mercer County Tax Department 640 S Broad St, Trenton, NJ 08611 Bergen County Tax Department 2 Bergen County Plaza, Hackensack, NJ 07601 Suffolk County Tax Department 330 Center Dr S, Riverhead, NY 11901 Middlesex County Tax Department 29 Center St, Burlington, MA 01803 Essex County Tax Department 50 S Clinton St #5200, East Orange, NJ 07018 Norfolk County Tax Department 1 John F Kennedy Memorial Dr, Braintree, MA 02184 Middlesex County Tax Department 13 E Central St, Natick, MA 01760 Suffolk County Tax Department 330 Center Dr S, Riverhead, NY 11901 Cook County Tax Department 118 N Clark St # 1160, Chicago, IL 60602 Hartford County Tax Department 1 Monteith Dr, Farmington, CT 06032 Onondaga County Tax Department 421 Montgomery St 15th floor, Syracuse, NY 13202 Fairfield County Tax Department 155 Deer Hill Ave, Danbury, CT 06810 Nassau County Tax Department 1 West St, Mineola, NY 11501 Washington DC Tax Department 1101 4th St SW #270, Washington, DC 20024 Monroe County Tax Department 39 W Main St, Rochester, NY 14614 Fairfield County Tax Department 5866 Main St, Trumbull, CT 06611

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Agency Name Full Address Montgomery County Tax Department 255 Rockville Pike l-15, Rockville, MD 20850 Montgomery County Tax Department 425 Swede St, Norristown, PA 19401 Albany County Tax Department 112 NY-5, Albany, NY 12207 Palm Beach County Tax Department 200 Civic Center Way #3341, Royal Palm Beach, FL 33411 Suffolk County Tax Department 1 City Hall Square, Boston, MA 02201 Westchester County Tax Department 110 Martin Luther King #l-222, White Plains, NY 10601 Rockingham County Tax Department 33 Geremonty Dr, Salem, NH 03079 New York County Tax Department 1 Centre St # 2200, New York, NY 10007