Admitted Pro Hac Vice) Cullen D

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Kenneth H. Eckstein (admitted pro hac vice) Cullen D. Speckhart (VSB No. 79096) Robert T. Schmidt (admitted pro hac vice) Olya Antle (VSB No. 83153) Stephen D. Zide (admitted pro hac vice) WOLCOTT RIVERS GATES Rachael L. Ringer (admitted pro hac vice) 919 E. Main Street, Suite 2010 KRAMER LEVIN NAFTALIS & FRANKEL LLP Richmond, VA 23219 1177 Avenue of the Americas 200 Bendix Road, Ste. 300 New York, New York 10036 Virginia Beach, VA 23452 Telephone: (212) 715-9100 Telephone: (757) 497-6633 Facsimile: (212) 715-8000

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

) In re: ) Chapter 11 ) TOYS “R” US, Inc., et al., ) Case No. 17-34665 (KLP) ) Debtors.1 ) (Jointly Administered) )

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND LOCAL BANKRUPTCY RULE 2014-1, FOR ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF WOLCOTT RIVERS GATES, P.C. AS LOCAL CO-COUNSEL

The Official Committee of Unsecured Creditors of Toys “R” Us, Inc. et al., (the

“Committee”), appointed in the above-captioned chapter 11 cases (the “Chapter 11 Cases”),

submits this application (the “Application”), pursuant to section 1103(a) of title 11 of the United

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

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

United States Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”), for entry

of an order, substantially in the form attached hereto as Exhibit A (the “Order”), authorizing the

1 The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Dkt. No. 78]. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 2 of 63

Committee to retain and employ Wolcott Rivers, P.C. (“WRG”) as local co-counsel, nunc pro

tunc to October 2, 2017. In support of the Application, the Committee relies upon the Declaration

of Cullen D. Speckhart, attached hereto as Exhibit B (the “Speckhart Declaration”), and the

Declaration of Ronald M. Tucker, attached hereto as Exhibit C (the “Tucker Declaration,” and

together with the Speckhart Declaration, the “Declarations”), and respectfully represents as

follows:

JURISDICTION AND VENUE

1. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court

pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory and other basis for the relief requested herein are the Bankruptcy

Code section 1103(a), Bankruptcy Rule 2014(a), and Local Rule 2014-1.

BACKGROUND

3. On September 19, 2017 (the “Petition Date”), each of the above-captioned debtors

and debtors in possession (collectively, the “Debtors”) filed a voluntary petition for relief under

chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing

their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. No trustee or examiner has been appointed in the Chapter 11 Cases.

4. On September 26, 2017, pursuant to section 1102(a)(1), the United States Trustee

for the Eastern District of Virginia (the “U.S. Trustee”) appointed the Committee to represent the

interests of all creditors holding unsecured claims in the Chapter 11 Cases [Dkt. No. 206]. The

Committee consists of the following nine members: (1) Huffy Corporation; (2) Mattel, Inc.; (3)

Evenflo Company Inc.; (4) KIMCO Realty; (5) Simon Property Group, Inc.; (6) The Bank of New

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York Mellon; (7) Euler Hermes North America Insurance Co.; (8) LEGO Systems, Inc.; and (9)

Veritiv Operating Co. The Committee has appointed the following two members as the co-chairs:

Mattel, Inc. and Simon Property Group, Inc.

5. On September 26, 2017, the Committee selected Kramer Levin Naftalis & Frankel

LLP (“Kramer Levin”) as its lead counsel to represent it during the pendency of the Chapter 11

Cases. On October 2, 2017, the Committee selected WRG as proposed local co-counsel to Kramer

Levin. The Committee has also selected FTI Consulting as its proposed financial advisor and

Moelis & Company LLC as its proposed investment banker.

RETENTION OF WRG

A. Services to be Provided by WRG

6. The Committee requires knowledgeable local co-counsel to work with Kramer

Levin to render essential legal services to the Committee and further the efficiency and economic

administration of the Chapter 11 Cases. The Committee anticipates that, in coordination with

Kramer Levin, WRG will perform the following services, among others, as directed by the

Committee:

a. Providing legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Committee’s goals in connection with the prosecution of these Chapter 11 Cases, bearing in mind that the Court relies on local counsel such as WRG to be involved in all aspects of these bankruptcy cases; b. Reviewing, revising, and/or preparing drafts of documents to be filed with the Court as local co-counsel to the Committee; c. Appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as its local co-counsel; d. Performing various services in connection with the administration of these Chapter 11 Cases, including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Kramer Levin on pending matters, (iii) preparing and 3

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maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties in interest regarding pending matters and the general status of these Chapter 11 Cases and coordinating with Kramer Levin on any necessary responses; e. Interacting and communicating with the Court’s chambers and the Court’s Clerk’s Office; f. Assisting the Committee and Kramer Levin in preparing, reviewing, revising, filing and prosecuting pleadings related to contested matters, executory contracts and unexpired leases, asset sales, plan and disclosure statement issues and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Committee or Kramer Levin and not duplicative of services being provided by Kramer Levin; g. Serving as local co-counsel or conflicts counsel employed by the Committee in these Chapter 11 Cases; and h. Performing all other services assigned by the Committee, in consultation with Kramer Levin to WRG as local co-counsel to the Committee, and to the extent WRG determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, WRG will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object.

7. WRG has extensive experience in representing estate representatives, creditors, and

creditors’ committees in chapter 11 cases and has provided services similar to those described

herein to other creditors, creditors’ committees and estate representatives. Members of WRG’s

bankruptcy team have played significant roles in cases of similar size or complexity throughout

the country and this region. In addition, WRG is familiar with the local rules of this Court,

including all requirements associated with electronic court filing.

8. After due consideration and deliberation, and pursuant to 11 U.S.C. § 1103, the

Committee has concluded that its interest and the interests of the Debtors’ creditors would be best

served by retention of WRG as local co-counsel to the Committee to render such legal services as

are necessary and appropriate to the Committee in connection with the matters set forth above and

such additional legal services as may be required from time to time during the pendency of the

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Chapter 11 Cases. Kramer Levin and WRG will coordinate responsibilities and services rendered

to the Committee to avoid any unnecessary duplication and inefficiencies.

B. Compensation and Terms of Retention

9. Subject to the Court’s approval, WRG will be compensated at its standard hourly

rates, which are based on the professionals’ level of experience, plus reimbursement of the actual

and necessary expenses that WRG incurs in accordance with the ordinary and customary rates in

effect on the date the services are rendered. At present, the standard hourly rates charged by WRG

for cases of this size and complexity are $425 for shareholders, $275 to $375 for associate

attorneys, and $125 for paralegals. These hourly rates are subject to annual firm-wide adjustments

in the ordinary course of WRG’s business, notice of which shall be provided to the Debtors and

the U.S. Trustee.

10. Consistent with WRG’s policy with respect to its other clients, WRG may advance

costs or incur expenses in the performance of its services. The expenses routinely charged to

WRG’s clients include, without limitation, photocopies, travel expenses (including mileage,

parking, traffic, airfare, lodging, meals and ground transportation), long distance telephone calls,

delivery and courier services, express mail, air courier services, computerized legal research tools

such as LEXIS and PACER, filing fees and other court costs, court reporters, hearing transcripts,

expert witness fees, certain secretarial overtime expenses, and certain expenses for business meals.

WRG will charge the Committee for these expenses in a manner and at rates consistent with

charges made generally to WRG’s other clients.

11. WRG agrees to accept as compensation such sums as may be allowed by the Court

on the basis of the professional time spent, the rates charged for such services, the necessity of

such services to the administration of the Debtors’ estate, the reasonableness of the time within

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which the services were performed in relation to the results achieved, and the complexity,

importance, and nature of the problems, issues, or tasks addressed in the Chapter 11 Cases.

12. WRG intends to make a reasonable effort to comply with the U.S. Trustee’s

requests for information and additional disclosures as set forth in the Guidelines for Reviewing

Application for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by

Attorneys in Larger Chapter 11 Cases (the “Appendix B Guidelines”), both, in connection with

this Application and the interim and final fee applications to be filed by WRG in the course of its

engagement in the Chapter 11 Cases.

13. WRG will maintain time records in six-minute intervals and apply to the Court for

payment of compensation and reimbursement of expenses in accordance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any

additional procedures that may be established by the Court in the Chapter 11 Cases, and the

Appendix B Guidelines. WRG contemplates using the following billing categories, which

substantially conform to those categories set forth at section 8(b) of the Appendix B Guidelines:

(a) Asset Analysis and Recovery; (b) Asset Disposition; (c) Assumption and Rejection of Leases

and Contracts; (d) Avoidance Action Analysis; (e) Business Operations; (f) Case Administration;

(g) Claims Administration and Objections; (h) Corporate Governance and Board Matters; (i) Court

Hearings; (j) Employee Matters; (k) Environmental Matters; (l) Employment and Fee

Applications; (m) Employment and Fee Application Objections; (n) Financing and Cash

Collateral; (o) Litigation and Adversary Proceedings; (p) Meetings; (q) Non-Working Travel; (r)

Plan and Disclosure Statement; (s) Real Estate; (t) Relief from Stay and Adequate Protection; (u)

Reporting; (v) Tax; (w) Lease Analysis; and (x) Perfection Analysis.

14. Furthermore, WRG contemplates using the following expense categories: (a)

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copies; (b) outside printing; (c) telephone; (d) facsimile; (e) online research; (f) delivery

services/couriers; (g) postage; (h) local travel; (i) out-of-town travel (including subcategories for

transportation, hotel, meals, ground transportation, and other); (j) meals (local); (k) court fees; (l)

subpoena fees; (m) witness fees; (n) deposition transcripts; (o) trial transcripts; (p) trial exhibits;

(q) litigation support vendors; (r) experts; (s) investigators; (t) arbitrators/mediators; and (u) other.

C. WRG’s Disclosures Regarding Conflicts of Interest

15. To the best of the Committee's knowledge, information, and belief, and based on

and except as otherwise set forth in the Speckhart Declaration, WRG does not have any connection

with or represent any other entity having an adverse interest to the Debtors, their creditors, or any

other party in interest, or their respective attorneys or accountants. The Speckhart Declaration also

sets forth, pursuant to the Bankruptcy Rule 2014(a) and to the best of Ms. Speckhart’s knowledge,

WRG’s connections with the Debtors, known creditors, other known parties in interest, their

respective attorneys and accountants, the U.S. Trustee for Region 4, and the U.S. Trustee.

16. The Committee believes that the employment of WRG as local co-counsel on the

terms set forth in this Application is appropriate and in the best interests of the unsecured creditor

body that the Committee represents. The Committee has reviewed the Speckhart Declaration,

including the description of WRG’s connections with the parties in interest, and has no objection

to any matter set forth therein.

RELIEF REQUESTED

17. By this Application, the Committee respectfully requests entry of the Order

authorizing the employment and retention of WRG as attorneys for the Committee, nunc pro tunc

to October 2, 2017, pursuant to section 1103 of the Bankruptcy Code, Bankruptcy Rule 2014 and

Local Rule 2014-1 and on the terms set forth in the Speckhart Declaration and this Application.

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BASIS FOR RELIEF

18. The Committee respectfully requests that the Court authorize retention of WRG as

its attorneys pursuant to § 1103 of the Bankruptcy Code, which provides that a committee

appointed under § 1102 of the Bankruptcy Code

may select and authorize the employment by such committee of one or more attorneys, accountants, or other agents, to represent or perform services for such committee.

11 U.S.C. § 1103(a).

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

specific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant's knowledge, all of the [firm's] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014(a).

20. The Committee submits that for all the reasons stated above and in the

Declarations, the retention of WRG as local co-counsel to the Committee is warranted. Further, as

stated in the Speckhart Declaration, WRG is a “disinterested person” within the meaning of §

101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors’

estates and has no connection to the Debtors, their creditors, or their related parties, except as may

be disclosed in the Speckhart Declaration. Accordingly, the retention of WRG as local co-counsel

to the Committee should be approved.

NOTICE

21. The Notice of this Application has been provided to all necessary parties in

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accordance with the Order (I) Establishing Certain Notice, Case Management, and Administrative

Procedures and (II) Granting Related Relief entered by the Court on September 21, 2017 [Dkt.

No. 129]. A copy of this Application is also available on the website of the Debtors’ notice and

claims agent at https://cases.primeclerk.com/toysrus/. In light of the nature of the relief requested,

the Committee submits that no other or further notice is required.

NO PRIOR REQUEST

22. No previous request for the relief sought herein has been made to this or any other

court.

WAIVER OF SEPARATE MEMORANDUM OF POINTS AND AUTHORITIES

23. Pursuant to Local Rule 9013-1(G)(1), the Committee respectfully requests that the

Court regard any argument and authorities cited herein as a written memorandum of facts, reasons,

and authorities. Alternatively, the Committee respectfully requests that the Court waive the

requirement of a written memorandum set forth in Local Rule 9013-1(G)(1).

CONCLUSION

WHEREFORE, pursuant to Bankruptcy Code § 1103, Rule 2014 of the Bankruptcy

Rules, and Rule 2014-1 of the Local Bankruptcy Rules, the Committee respectfully requests that

the Court enter an Order authorizing the Committee to employ the firm of Wolcott Rivers Gates,

P.C. as local co-counsel, nunc pro tunc to October 2, 2017, to render all such legal services as are

actually and necessarily required by the Committee, and for such other and further relief as is just

and proper under the circumstances.

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Date: November 2, 2017

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF TOYS “R” US, INC.

Simon Property Group, Inc. solely in its capacity as Committee Co-Chair and not in its individual capacity2

/s/ Ronald M. Tucker Ronald M. Tucker Committee Co-Chair

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Respectfully submitted:

/s/ Cullen D. Speckhart Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Ste. 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633 [email protected] [email protected]

-and-

Kenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 [email protected] [email protected] [email protected] [email protected]

Proposed Counsel to Official Committee of Unsecured Creditors

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Exhibit A Proposed Order

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

) In re: ) Chapter 11 ) TOYS “R” US, Inc., et al., ) Case No. 17-34665 (KLP) ) Debtors.2 ) (Jointly Administered) )

ORDER AUTHORIZING APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND LOCAL BANKRUPTCY RULE 2014-1, FOR ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF WOLCOTT RIVERS GATES, P.C. AS LOCAL CO-COUNSEL

Upon application dated October *, 2017 (the “Application”) of the Official Committee of

Unsecured Creditors (the “Committee”), appointed in the above-captioned jointly-administered

chapter 11 cases (the “Chapter 11 Cases”) of Toys “R” Us, Inc. and each of its affiliated debtors

and debtors in possession (collectively, the “Debtors”), for an order authorizing the Committee to

retain and employ Wolcott Rivers Gates, P.C. (“WRG”) as local co-counsel for the Committee,

effective October 2, 2017, pursuant to § 1103 of chapter 11 of title 11 of the United States Code

2 The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Dkt. No. 78]. 13

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

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

Virginia (the “Local Rules”); and the Court having reviewed the Application and considered the

Declaration of Cullen D. Speckhart dated October *, 2017 (the “Speckhart Declaration”) and the

Declaration of Ronald M. Tucker dated October *, 2017 (the “Tucker Declaration” and, together

with the Speckhart Declaration, the “Declarations”), in connection with the Application; and the

Court having jurisdiction to consider the Application and the relief requested therein pursuant to

28 U.S.C. § 1334; and consideration of the Application and the relief requested therein being a

core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant

to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been

provided; and it appearing that no other or further notice need be provided; and the Court having

determined that the legal and factual bases set forth in the Application and the Declarations

establish just cause for the relief granted herein, and that WRG does not represent any interest

adverse to the Debtors’ estates or to any class of creditors or equity security holders in the matters

upon which WRG is to be engaged; and WRG is “disinterested” within the meaning of 11 U.S.C.

§ 101(14); and upon all of the proceedings had before the Court; and after due deliberation and

sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED, AND DECREED that:

A. The Application is granted, effective October 2, 2017, as set forth herein.

B. Pursuant to section 1103 of the Bankruptcy Code, Rule 2014 of the Bankruptcy Rules,

and Rule 2014-1 of the Local Bankruptcy Rules, the Committee is authorized to employ and retain

WRG as local co-counsel for the Committee, effective October 2, 2017, on the terms set forth in

the Application and the Speckhart Declaration, as provided herein.

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C. WRG shall be compensated upon appropriate application in accordance with sections

330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any interim

compensation procedures order entered in the Chapter 11 Cases, and the costs and expenses

incurred by WRG will be reimbursed in conformity with the guidelines promulgated by the U.S.

Trustee as in effect in this Court.

D. In connection with any increases in WRG’s rates as set forth in the Application, WRG

shall file a supplemental declaration with this Court and provide ten business days’ notice to the

U.S. Trustee and the Debtors prior to filing a fee statement or fee application reflecting an increase

in such rates. The supplemental declaration shall set forth the requested rate increases, explain the

basis for the requested rate increases in accordance with section 330(a)(3)(F) of the Bankruptcy

Code and certify that the Committee has consented to the requested rate increases.

E. The terms and conditions of this Order shall be immediately effective and enforceable

upon its entry. In the case of any inconsistencies between the Speckhart Declaration, the

Application, or this Order, the terms of this Order shall govern.

F. WRG will make reasonable attempts to comply with the Guidelines.

G. The Court shall retain jurisdiction to hear and determine all matters arising from the

implementation of this Order.

Dated: ______, 2017 Richmond, Virginia United States Bankruptcy Judge

Entered on Docket: ______

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WE ASK FOR THIS:

/s/ Cullen D. Speckhart (VSB No. 79096) Olya Antle (VSB No. 83153) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Ste. 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633 [email protected] [email protected]

-and-

Proposed Counsel to Official Committee of Unsecured Creditors

RULE 9022-1 CERTIFICATION

I hereby certify that the foregoing proposed order has been served on all necessary parties.

/s/ Cullen D. Speckhart, Esq.

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Exhibit B Declaration of Cullen D. Speckhart

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

) In re: ) Chapter 11 ) TOYS “R” US, Inc., et al., ) Case No. 17-34665 (KLP) ) Debtors.3 ) (Jointly Administered) )

DECLARATION OF CULLEN D. SPECKHART IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND LOCAL BANKRUPTCY RULE 2014-1, FOR ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF WOLCOTT RIVERS GATES, P.C. AS LOCAL CO-COUNSEL

I, Cullen D. Speckhart, under penalty of perjury, declare:

1. I am a shareholder and Co-Chair of the Restructuring & Bankruptcy Litigation

practice group of the firm of Wolcott Rivers, P.C. (“WRG”), proposed local co-counsel to the

Official Committee of Unsecured Creditors (the “Committee”) of Toys “R” Us, Inc. and each of

its affiliated Debtors and Debtors in Possession (collectively, the “Debtors”) in the above-

captioned jointly administered chapter 11 cases (the “Chapter 11 Cases”).

3 The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Dkt. No. 78]. 18

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2. I submit this Declaration pursuant to section 1103(b) of title 11 of the United States

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

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

Virginia (the ”Local Rules”), in support of the Application (the “Application”) of the Committee,

seeking authorization for the employment and retention of WRG as local co-counsel to the

Committee, effective October 2, 2017.

3. Unless otherwise stated in this Declaration, I have knowledge of the facts set forth

4 herein and, if called as a witness, I would testify thereto.

Background

4. On September 19, 2017 (the “Petition Date”), each of the above-captioned debtors

and debtors in possession (collectively, the “Debtors”) filed a voluntary petition for relief under

chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their

properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

No trustee or examiner has been appointed in the Chapter 11 Cases.

5. On September 26, 2017, pursuant to section 1102(a)(1), the United States Trustee

for the Eastern District of Virginia (the “U.S. Trustee”) appointed the Committee to represent the

interests of all creditors holding unsecured claims in the Chapter 11 Cases [Dkt. No. 206]. The

Committee consists of the following nine members: (1) Huffy Corporation; (2) Mattel, Inc.; (3)

Evenflo Company Inc.; (4) KIMCO Realty; (5) Simon Property Group, Inc.; (6) The Bank of New

York Mellon; (7) Euler Hermes North America Insurance Co.; (8) LEGO Systems, Inc.; and (9)

4 Certain of the disclosures set forth herein relate to matters not within my personal knowledge, but rather within the personal knowledge of other attorneys and employees at WRG, and are based on information provided by them to me. 19

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Veritiv Operating Co. The Committee has appointed the following two members as the co-chairs:

Mattel, Inc. and Simon Property Group, Inc.

6. On September 26, 2017, the Committee selected Kramer Levin Naftalis & Frankel

LLP (“Kramer Levin”) as its lead counsel to represent it during the pendency of the Chapter 11

Cases. Thereafter, on October 2, 2017, the Committee selected WRG as proposed local co-counsel

to Kramer Levin. The Committee has also selected FTI Consulting as its proposed financial advisor

and Moelis & Company LLC as its proposed investment banker.

Qualifications of WRG

7. WRG possesses knowledge and expertise in the areas of law relevant to the Chapter

11 Cases and is well-qualified to represent the Committee. Specifically, WRG’s bankruptcy team

has extensive experience in representing estate representatives, creditors’ committees, and

creditors in chapter 11 cases and has provided services similar to those described herein to other

parties. In addition, members of WRG’s bankruptcy team have played significant roles in cases of

similar size or complexity throughout the country and in this region. WRG is familiar with the

Local Rules, including all requirements associated with electronic filing.

Services to Be Rendered

8. WRG has the experience and qualifications to render the following services,

among others, as directed by the Committee:

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c. Appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as its local co-counsel; d. Performing various services in connection with the administration of these Chapter 11 Cases, including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Kramer Levin on pending matters, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties in interest regarding pending matters and the general status of these Chapter 11 Cases and coordinating with Kramer Levin on any necessary responses; e. Interacting and communicating with the Court’s chambers and the Court’s Clerk’s Office; f. Assisting the Committee and Kramer Levin in preparing, reviewing, revising, filing and prosecuting pleadings related to contested matters, executory contracts and unexpired leases, asset sales, plan and disclosure statement issues and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Committee or Kramer Levin and not duplicative of services being provided by Kramer Levin; g. Serving as local co-counsel or conflicts counsel employed by the Committee in these Chapter 11 Cases; and h. Performing all other services assigned by the Committee, in consultation with Kramer Levin to WRG as local co-counsel to the Committee, and to the extent WRG determines that such services fall outside of the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, WRG will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object.

9. Subject to Court approval of the Application, WRG is willing to serve as the

Committee’s local co-counsel and to perform the services described above. WRG expects to work

with Kramer Levin, and, where appropriate, with the Debtors and their counsel, to allocate

responsibility for various tasks in order to avoid duplication of effort and to move these cases

forward as quickly, harmoniously, and efficiently as possible.

WRG’s Disinterestedness

10. WRG does not represent and will not represent any entity, other than the

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Committee, in matters related to these Chapter 11 Cases.

11. To the best of my knowledge and except as otherwise set forth herein, the

shareholders, associates and employees of WRG: (a) do not have any connection with the Debtors,

their known creditors, other known or potential parties in interest, their respective attorneys or

accountants or other professionals, the U.S. Trustee or any person employed in such office of the

U.S. Trustee, any United States Bankruptcy Judge or District Judge for the Eastern District of

Virginia, or the Clerk of the Bankruptcy Court for the Eastern District of Virginia or any person

employed by the office of such Clerk; and (b) do not represent any other entity having an adverse

interest in connection with the Chapter 11 Cases.

12. In connection with its proposed retention by the Committee in the Chapter 11

Cases, WRG searched its client database to determine whether it had any relationships with any of

the entities identified on the list attached hereto as Schedule 1, which list, to the knowledge of

WRG, was contained in the virtual data room maintained by the Debtors or reflected in public

filings made by the Debtors. WRG also supplemented this list with additional names of entities relating

to certain ad hoc groups in these Chapter 11 Cases, as well as the names of the Committee members.

13. To the extent that such searches indicated that WRG has or had a relationship with

any such entity within the last three years, the identity of such entity and WRG’s relationship

therewith are set forth on Schedule 2 attached hereto and incorporated herein.

14. WRG specifically discloses that it was retained as local counsel to LEGO Systems,

Inc. (“LEGO”) in the Chapter 11 Cases and, on September 20, 2017, filed a notice of appearance

on LEGO’s behalf, indicating WRG’s representation of LEGO as local counsel to LEGO’s lead

counsel, Weil Gotshal & Manges LLP (“WGM”). On September 26, 2017, LEGO attended the

Committee formation meeting with both of its counsel.

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15. WRG and WGM were present during the Committee’s interviews for lead counsel,

which interviews were conducted on September 26, 2017. Also on September 26, 2017, following

the Committee’s selection of Kramer Levin as lead Committee Counsel, WRG disclosed to the

U.S. Trustee the possibility that WRG would be presented as a candidate to serve as local co-

counsel to the Committee and indicated that it was interested in pursuing the engagement.

Thereafter, the Committee considered WRG as a candidate for local co-counsel to the Committee.

WRG was not present during the Committee’s discussion or deliberations regarding selection of

local co-counsel.

16. On October 2, 2017, Kramer Levin advised WRG that the Committee had selected

WRG as local co-counsel to Kramer Levin, and WRG accepted. WRG promptly resigned as local

counsel to LEGO upon accepting the role of local co-counsel to the Committee and withdrew its

notice of appearance on behalf of LEGO. LEGO owes no remuneration to WRG for attorneys’

fees incurred. In the normal course of WRG’s billing cycle, WRG has billed LEGO for

reimbursement of certain costs and expenses incurred in connection with this case, and expects

that such costs and expenses will be reimbursed by LEGO in the ordinary course of business.

17. WRG further specifically discloses that it was contacted by AT&T regarding

WRG’s potential representation of AT&T in this case. On September 26, 2017, WRG advised

AT&T of its pending request to be considered as co-counsel to Kramer Levin on behalf of the

Committee. On the same day, AT&T released WRG from any potential representation and

confirmed that any conflict of interest is waived.

18. WRG further specifically discloses that it formerly represented Bain Capital Private

Equity, LP (“Bain”) in connection with the unrelated matter of In re the Gymboree Corporation,

Inc. (Case No. 17-32986). WRG’s representation of Bain in that case concluded with confirmation

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of the plan in that case, on or about September 7, 2017. WRG does not represent Bain in connection

with any other matters.

19. WRG further specifically discloses that it represents Richard T. Arrowsmith in his

capacity as Liquidating Trustee of the HDL Liquidating Trust in the unrelated matter of In re

Health Diagnostics Laboratory, Inc. (Case No. 15-32919-KRH) and all associated cases and

adversary proceedings. Mr. Arrowsmith is a Managing Director of the financial advisory firm of

Alvarez & Marsal. WRG’s representation of Mr. Arrowsmith as Liquidating Trustee of the HDL

Liquidating Trust comprises more than one percent of WRG’s fee receipts for the twelve month

period ending October 1, 2017. Of the entities listed on Schedule 2, WRG’s representation of Mr.

Arrowsmith is the only representation to comprise more than one percent of WRG’s fee receipts

for the twelve month period ending October 1, 2017. All matters reflected on Schedule 2 that are

related to WRG’s representation as Mr. Arrowsmith are demarcated with an asterisk.

20. WRG made a general inquiry to all partners and employees of the firm, requesting

disclosure of any relationship with (a) any Bankruptcy Judge or District Judge in the Eastern

District of Virginia, (b) anyone employed by the Office of the Clerk of the Bankruptcy Court for

the Eastern District of Virginia, or (c) any trustee, attorney, or staff employed by the office of the

U.S. Trustee. Based on this inquiry, and to the best of my knowledge, the proposed employment

of WRG is not prohibited by or improper under Rule 5002 of the Bankruptcy Rules; no attorney

or employee at the firm is related to any United States Bankruptcy Judge or District Court Judge

for the Eastern District of Virginia or to the U.S. Trustee or any employee in the office thereof.

21. From time to time, WRG interacts with certain of the professional firms that have

been or are proposed to be employed by the Debtors or other parties in the Chapter 11 Cases and

which may be rendering advice to other parties in interest in the Chapter 11 Cases. To the best of

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my knowledge, WRG has not represented any such professionals during the three-year period prior

to the date hereof. Additionally, certain of the financial advisors and investment bankers, who are

or are proposed to be retained in the Chapter 11 Cases, have been retained by WRG or WRG’s

clients in connection to unrelated matters.

22. To the best of my knowledge, during the three-year period prior to the date hereof,

WRG has not represent any of the Debtors or their respective officers or directors. However, the

Debtors have numerous relationships and creditors. Consequently, although every reasonable

effort has been made to discover and eliminate the possibility of any connection or conflict,

including the efforts outlined above, WRG is unable to state with certainty which of its clients or

such clients’ affiliated entities hold claims or otherwise are parties in interest in the Chapter 11

Cases. If WRG discovers any information that is contrary or pertinent to the statements made

herein, WRG will promptly disclose such information to the Court on notice to such creditors and

to the U.S. Trustee and such other creditors or other parties in interest as may be required under

noticing procedures applicable in the Chapter 11 Cases. WRG will also review its files periodically

during the pendency of these Chapter 11 Cases to ensure that no conflicts or other disqualifying

circumstances arise. If any new relevant facts or relationships are discovered or arise, WRG will

use reasonable efforts to identify such further developments and will promptly file a supplemental

declaration, as required by Bankruptcy Rule 2014(a).

Professional Compensation

23. As of the date of this Declaration, WRG has not received any compensation for its

work on behalf of the Committee.

24. WRG was selected to represent the Committee on October 2, 2017, and did not

represent the Committee prior to that date.

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25. Subject to the Court's approval, WRG will be compensated at its standard hourly

rates, which are based on the professionals’ level of experience, plus reimbursement of the actual

and necessary expenses that WRG incurs in accordance with the ordinary and customary rates in

effect on the date the services are rendered. At present, the standard hourly rates charged by WRG

for cases of this size and complexity are as follows: $425 for shareholders, $275 to $375 for

associate attorneys, and $125 for paralegals. These hourly rates are subject to annual firm-wide

adjustments in the ordinary course of WRG’s business, notice of which shall be provided to the

Debtors and the U.S. Trustee. WRG will maintain detailed contemporaneous records of time and

any necessary costs and expenses incurred in connection with the rendering of the legal services

described above and will be reimbursed for such costs and expenses in conformity with the

guidelines promulgated by the U.S. Trustee in effect in this district.

26. WRG did not agree to any variations from, or alternatives to, its standard or

customary billing arrangements for this engagement. It is the firm’s policy to charge its clients for

all disbursements and expenses incurred in the rendition of services. These disbursements and

expenses include, among other things, costs for telephone and facsimile charges, photocopying,

travel, business meals, computerized research, messengers, couriers, postage, witness fees, and

other fees related to trials and hearings.

27. WRG intends to apply to the Court for payment of compensation and

reimbursement of expenses incurred as local co-counsel to the Committee in accordance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, orders of

this Court, guidelines promulgated by the U.S. Trustee currently in effect, and any additional

procedures that may be established by the Court in the Chapter 11 Cases.

28. Other than as set forth above, there is no proposed arrangement between the

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Committee and WRG for compensation to be paid in the Chapter 11 Cases. WRG has no agreement

with any other entity to share any compensation received, nor will any be made, except as

permitted under § 504(b)(1) of the Bankruptcy Code.

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

and correct to the best of my knowledge and belief.

Executed on November 2, 2017

/s/ Cullen D. Speckhart Cullen D. Speckhart, Esq.

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Schedule 1 Debtor and Debtor Affiliates

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Debtors and Debtor Affiliates

Babies “R” Us (Australia) Pty Ltd. Toys “R” Us Poland sp. ZOO Geoffrey Funds, Inc. Toys “R” Us Properties (UK) Ltd. Geoffrey Holdings, LLC Toys “R” Us Properties Ltd. Geoffrey International, LLC Toys “R” Us Property Company I, LLC Geoffrey, LLC Toys “R” Us Property Company II, LLC Giraffe Holdings, LLC Toys “R” Us Retailing (China) Ltd. Giraffe Junior Holdings, LLC Toys “R” Us SARL Magic Group Investments Ltd. Toys Acquisition, LLC MAP 2005 Real Estate, LLC Toys R Us Iberia Real Estate SLU MAP Real Estate, LLC Toys R Us Iberia SAU SALITRU Associates JV Toys R Us Madrid SLU Toys "R" Us Inc. Toys R Us Portugal Brinquedos e Artigos Toys (Labuan) Holding Ltd. Juvenis Lda. Toys (Labuan) Holding Ltd. (BVI) Toys Retailing (Thailand) Ltd. Toys (Labuan) Ltd. Toys‘R’Us (Malaysia) Sdn. Bhd. Toys ‘R’ Us Holdings (UK) Ltd. Toys‘R’Us (Singapore) Pte. Ltd. Toys ‘R’ Us Holdings (UK) Ltd. (UK) Toys”R”Us Sklep Internetowy Sp. ZOO Toys “R” Us - Delaware, Inc. Toys”R”Us Sklep Internetowy Sp. ZOO Toys “R” Us – Japan Ltd. SpK Toys “R” Us - Value Inc. TRU – SVC Inc. Toys “R” Us (Asia) Ltd. TRU (BVI) Asia 1 Ltd. Toys “R” Us (Australia) Pty Ltd. TRU (BVI) Asia 2 Ltd. Toys “R” Us (Canada) Ltd. TRU (BVI) Finance I Ltd. Toys “R” Us (Canada) Ltee TRU (BVI) Finance II Ltd. Toys “R” Us (China) Limited dba Fan Dou TRU (France) Finance Ltd. Cheng Commercial Consulting TRU (France) Holdings Ltd. (Shenzhen) Co. Ltd. TRU (HK) Ltd. (Hong Kong) Toys “R” Us (Hong Kong) Ltd. TRU (Holdings) Ltd. Toys “R” Us (Ireland) Unlimited (Ireland) TRU (Ireland) Holdings Unlimited Toys “R” Us (Taiwan) Trading Ltd. TRU (Japan) Holdings Parent Ltd. Toys “R” Us (UK) Ltd. TRU (UK) Asia Ltd. Toys “R” Us AG TRU (UK) H4 Ltd. Toys “R” Us Children’s Fund TRU (UK) H5 Ltd. Toys “R” Us Europe, LLC TRU (UK) H6, LLC Toys “R” Us Financial Services Ltd. TRU (UK) H7 Ltd. Toys “R” Us France Real Estate SAS TRU (UK) H8 Ltd. Toys “R” Us GmbH TRU (UK) H9 Ltd. Toys “R” Us Handelsgesellschaft mbH TRU (UK) Holdings Limited (UK) Toys “R” Us Holdings (China) Ltd. TRU (UK) Holdings Ltd. Toys “R” Us Holdings Ltd. TRU (UK) Noteholder Ltd. Toys “R” Us Inc. Sucursal en Espaῆa TRU (Vermont) Inc. Toys “R” Us Ltd. TRU 2005 RE I, LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 30 of 63

TRU 2005 RE II Trust Wayne Real Estate Company, LLC TRU 2016-1 Depositor, LLC Wayne Real Estate Holding Company, LLC TRU Asia, LLC Wayne Real Estate Parent Company, LLC TRU Australia Holdings, LLC (fka WREHC amended on 9-5-15) TRU BVI Ltd. Y.K. Babiesrus Internet Japan TRU Capital, LLC¹ Y.K. Toysrus Internet Japan TRU China Holdings, LLC ZT-Winston Salem-Associates JV TRU China Retail Holdings, LLC TRU Europe Ltd. TRU Global Imports BV TRU Global Sourcing Ltd. TRU Global Tooling, LLC TRU GSO (HK) Ltd. TRU GSO, LLC TRU Guam, LLC TRU Holdings 1 Ltd. TRU Holdings 1 Ltd. (BVI) TRU Holdings 2 Unlimited TRU Holdings 2 Unlimited (BVI) TRU Hong Kong Holdings, LLC TRU Hong Kong Ltd. TRU Iberia Holdings 1 SLU TRU Iberia Holdings 2 SLU TRU Japan Holdings 2, LLC TRU Japan Holdings, LLC (converted from TRU Japan Holdings, Inc. on 7-28-16) TRU Mexico Holdings 1, LLC TRU Mexico Holdings 2, LLC TRU Mobility, LLC TRU Netherlands Holdings BV TRU of Puerto Rico Inc. TRU Taj (Europe) Holdings, LLC (name amended from TRU Taj (Spain) Holdings, LLC on 7-28-16) TRU Taj Finance, Inc. TRU Taj Holdings 1, LLC TRU Taj Holdings 2 Ltd. TRU Taj Holdings 3, LLC TRU Taj LLC TRU Thailand Ltd. TRU Thailand, LLC TRUINC Giraffe TRUINC Giraffe fka TRU (Ireland) Holdings Unlimited (Ireland) TRU-SVC LLC TRUToys (UK) Ltd. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 31 of 63 Current and Former Directors, Officers, Members, and Managers

Barry, Richard Begeman, Gary D. Bekenstein, Joshua Boggs, N. Cornell Brandon, David Carr, Alan J. Cellar, Kurt M. Foster, Jonathan F. Goldman, Neal P. Goodman, Richard Grace, Timothy Hassan, Carla Leand, Paul M., Jr. Levin, Matthew MacNab, Keven MacNow, Joseph Megjhi, Moshin Y. Miller, Alan B. Preston, Diana Raether, Paul Short, Michael Silverstein, Wendy Stein, Jeffrey S. Taylor, Nathaniel Venezia, Patrick Von Walter, Amy Weinstein, David N. Wills, Lance Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 32 of 63 5% or More Equity Holders

Bain Capital KKR Millennium Fund LP Kohlberg Kravis Roberts & Co. LP Toybox Holdings LLC Vornado Realty Vornado Truck LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 33 of 63 Banking Relationships

Banco Popular Banco Popular de Puerto Rico Bank of America Bank of America NA Bank of Hawaii Bank of Hawaii Corp. Bank of New York Brigade Capital Management LP Citi Citibank NA Debussy DTC PLC Dechert LLP Cira Centre Deutsche Deutsche Bank Deutsche Bank AG New York Branch Elavon Financial Services Ltd. UK Branch Fifth Third Fifth Third Bancorp Goldman Goldman Sachs Goldman Sachs Lending Partners LLC Goldman Sachs Mortgage Co. ICD Institutional Cash Distributors LLC JPMorgan Chase JPMorgan Chase & Co. Key Bank Key Bank of VT Milbank Tweed Hadley & McCloy LLP Regions Regions Financial Corp. Situs Asset Management Ltd. United Jersey Bank US Bank US Bank NA US Bank Trustees Ltd. Wells Fargo Bank NA Wilmington Trust NA Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 34 of 63 Bankruptcy Professionals

Alvarez & Marsal Inc. Joele Frank, Wilkinson Brimmer Katcher Lazard Ltd. Prime Clerk LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 35 of 63 Contract Counterparties

Al Futtaim Sons Amic Trading Pty. Ltd. Keshet - Hypertoy Ltd. Lotte Shopping Co. Ltd. Marketing Services & Commercial Projects Operation Co. Tablez Food Co. Top Toy Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 36 of 63 Insurers

Ace American Insurance Co. Ace Property & Casualty Insurance Co. Allied World Assurance Co. American Zurich Insurance Co. Barbican Consortium 9354 - London Continental Insurance Co. of NJ Federal Insurance Co. Great American Assurance Co. Ironshore Indemnity Inc. Liberty Surplus Insurance Co. Lloyds of London Monopolistic National Union Fire Insurance Co. of Pittsburgh PA Nationwide Navigators Insurance Co. Ohio Casualty Insurance Co. PICC Property & Casualty Co. Ltd. Starr Indemnity & Liability Co. Starr Syndicate Limited at Lloyds of London Steadfast Insurance Co. Tokio Marine Tokio Marine - HCC Travelers Casualty & Surety Co. TRU Vermont Inc. US Specialty Insurance US Specialty Insurance Co. HCC Wright National Flood Insurance Co. XL Insurance America Inc. Zurich American Insurance Co. Zurich Insurance Co. Ltd. Zurich Insurance plc UK Branch Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 37 of 63 Landlords

101 & Scottsdale LLC Benderson-Wainberg Associates LP 1189 STCW LLC Benenson Capital Partners LLC 12535 SE 82nd Ave. Bensalem 11 LLC 157th Kendall LLC Berwick-Krausz 18601 Alderwood Mall Parkway LLC Best Buy Stores LP 209 South Point Blvd LLLP Bey Lea Joint Venture 2201 Gallatin Pike LLC Bloomington Commons LLC 3500 48th Street Associates BLT Realty Inc. 3680 Partnership Blvdcon LLC 4000 Oxford Drive Associates LP Brass Mill Center LLC 6711 Glen Burnie Retail LLC BRE DDR BR West Valley MI LLC 6851 Veterans LLC BRE DDR Crocodile Sycamore Plaza LLC 9801 GB Associates LLC BRE DDR Erie Marketplace DST A&W Acquisitions LLC BRE DDR Shoppers World LLC Acadia Mad River Property LLC BRE RC Las Palmas MP TX LP ACF Paramus Plaza LLC BRE/Pearlridge LLC Adam Eidemiller Inc. Brea Union Plaza I LLC Albany Mall LLC Bricktown Square LLC Alisan LLC Brixmor Arborland LLC Alisue LLC Brixmor GA Galleria LLC Alisue Trust Fundamentals Co. Brixmor GA Kingston Overlook LLC Almaden-Blossom Hill LLC Brixmor GA Waterford Commons LLC Anthony M. Cafaro Trust Brixmor GA Westminster LLC ARC Spsantx001 LLC Brixmor Grand Traverse I LLC AREP III BT LLC Brixmor Hale Road LLC Ashment Shopping Center Brixmor Property Owner II LLC Asset Acquisition LLC Brixmor Wendover Place LP Atomic Investments Inc. Brixmor/IA Delco Plaza LLC August America LLC Broadstone Plaza O2 LP Aursan Co. LLC Brookline Northtown LLC AVR CPC Associates LLC Brown - 19 LLC B. Square SC Co. Ltd. Brown, David A. Baby Fields LLC BSM Suburban Plaza LLC Bai Glenbrook LLC BT Hull Street LLC Bali Properties Inc. BTM Development Partners LLC Basser-Kaufman 226 LLC Burbank Realty Co. LLC Bayer Development Co. LLC Burlington Coat Factory BBB Corp. Burlington Coat Factory Realty Of Dublin Bel Air Square LLC Inc. Bell Towne Centre Associates LLC BVK Courtyard Commons LLC Bellingham North Main Street II LLC Cafaro Governors Square Partnership Ben Richman CS Coen & Angelo Cafaro NW Partnership, The Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 38 of 63

Canyon Crossing Dunhill LLC CW Dover LLC Castle & Cooke Corona Crossings LLC CW Park Hills Plaza LP Cay Properties Danforth Holdings LLC Centercap Associates Daniel G. Kamin Lima Enterprises Centerpoint Owner LLC DDR Carolina Pavilion LP Century Plaza Corp. DDR Gateway LLC CFT NV Developments LLC DDR Millenia Plaza LLC Chandler Pavilions LLC DDR Nassau Pavilion Associates LP Chapman Cole Attleboro Babies No. Two DDR Norte LLC SE Partnership Ltd. DDR Perimeter Pointe LLC Chee, David DDR Poyner Place LP Cianciolo, Edith J. DDR Southeast Union LLC Cianciolo, Philip A. DDRA Ahwatukee Foothills LLC Cincinnati Holding Co. LLC DDRM Springfield Commons LLC City Bay Plaza LLC DDRTC Fayette Pavilion I & II LLC City National Bank of Miami DDRTC McFarland Plaza LLC City View Towne Crossing Shopping Center De Arellano, Zorahayda Ramirez Clearwater Crossing LP Deptford Plaza Associates Clifton Country Road Assoc. RT CM 6341 Derito Talking Stick South LLC CLPF-Tukwila LP DG Retail Leaseco LLC CM Morris Corners LLC Diajeff LLC Cole Mt. Beavercreek OH LLC Diajeff Trust, The Cole Mt. San Antonio (Highway 151) TX DJA Olathe LP LLC Donahue Schriber Realty Group LP Cole Mt. San Jose CA LP Douglaston Shopping Center Owner LLC Cole Mt. Sunset Valley TX LLC DSF Motels Cole Mt. West Covina Lakes CA LP Dsvegas II LLC Cole TY Coral Springs FL LLC DTD-Devco 8W LLC Colonial Heights Land Associates LP Dunning Farms LLC Colonies-Pacific 19A LLC, The Durham Westgate Plaza Investors LLC Columbia Crossing 1700 LLC Eatontown 36-LLC Columbia Mall Partnership EDK Toys LLC Columbia Plaza Shopping Center JV Edmark IV LLC Connie L. Sillen Family Trust EEC Park Place Cerritos LLC Cooper Olshan Co. El Dorado MP #1 LP Cooper Smolen Joint Venture Empire Mall LLC Cor Route 7 Co. LLC Equity One Florida Portfolio Inc. Cordano Associates Equity One JV Sub Northborough LLC Cosmo Eastgate Ltd. Esan LLC Cottonwood Corners TIC Escondido Mission Village CP Venture Two LLC Excel Ft. Union LLC CPT Creekside Town Center LLC Excel Stockton LLC CPT Shops At Rossmoor LLC Exton/Whiteland Devco CRP II - Horizon Park LLC Facchino/Labarbera Blossom Hill LLC CSM Shops Inc. Family Center Orem Shopping Center LLC Cumberland Mall Associates Fay Estates Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 39 of 63

Festival of Hyannis LLC Hersch 2003 LLC Fidelity Syndications Co. LLC Hickory Corners 16B LLC Floit Properties High Ridge LLC Forest Plaza LLC Hillview CH LLC Fort Smith Ventures LLC Hines Global REIT 4875 Town Center LLC Forum Lone Star LP Hines Global REIT San Antonio Retail I LP Fringe Area (PLA) Inc. HM-Up Development Alafaya Trails LLC Frit Escondido Promenade LLC Homestead Co., The FTT Village Fair North LLC Horn Pond Plaza LLC FW CA-Pleasant Hill Shopping Center LLC Horsham Realty Partners LP FW CT-Corbins Corner Shopping Center HRE Properties LLC Huntington Oaks Delaware Partners LLC FW Il - Riverview Plaza LLC IA Lithonia Stonecrest LLC G&I VIII Lakeshore Marketplace LLC IG LC Galleria Alpha Plaza Ltd. Ikea Center Urban Renewal Inc. Garden Fair Realty Associates Ikea Property Inc. Gateway Center Properties III LLC Imbus Enterprises LP Gateway DC Properties IMI Huntsville LLC Gateway Pinole Vista LLC In Retail Fund Woodfield Commons LLC Gator Swansea Property LLC Independence Plaza Center LP GCTC Holdings LLC Indio Jackson LLC GEJ Realty Co. Inland Southeast King's Grant LLC Gemini Place Towne Center LLC Inland Western Charleston North Rivers General Auto Outlet of Evansville LLC LLC GG Lawruk Pleasant Valley 2000 LP Inland Western Concord King's GGP Ivanhoe II Inc. Inland Western Cranberry Dst. GGP Staten Island Mall LLC Inland Western Fort Myers Page Field LLC GGPA State College 1998 LP Inland Western Hickory Catawba LLC GKKL LLC Inland Western Newnan Crossing II LLC Golde Creek Plaza LP Inland Western Southlake Corners Kimball Golden Mile Marketplace LLC LP Goldsmith, John Interstate 5 Center LLC Goodrich Cicero LLC IRC Turfway Commons LLC GP Development Corp. IRC University Crossing LLC Grand Central Parkersburg LLC Irvine Co. LLC Great East Mall IVT Price Plaza Katy LLC Great Northern Mall Holding LLC IVT Renaissance Center Durham II LLC Greenwood 153 LLC Jantzen Dynamic Corp. GS Centennial LLC Jefan Trust, The GW Real Estate of Georgia LLC Jesue LLC Hamilton Village Station LLC JJD-HOV Elk Grove LLC HAP Property Owner LP JLP-Cranberry LLC Hareff Trust JLP-Lynnhaven VA LLC Hart Pacific Commons LLC Johnann LLC Hawthorn Theatre LLC Kentucky Oaks Mall Co. HCL Goodyear Centerpointe LLC Kimco Bayshore LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 40 of 63

Kimco Cross Creek 607 Inc. Mascot Trust, The Kimco Lewisville LP Mascott LLC Kimco Lexington 140 LLC Master E. Squared Laredo LLC Kimco North Brunswick 617 Inc. Mattone Group Raceway LLC Kimco Realty Corp. McLain, V.B. Kin Properties MD Management Inc. Kin Properties Inc. MDL Realty LLC Kingstowne Parcel O LP Meno, Frederick J. Kir Arboretum Crossing LP Meridian Centercal LLC Kir Bridgewater 573 LLC MGP IX Properties LLC Kir Maple Grove LP Midmall Resources LP Kir Minnetonka LP Mikeone Houston Holdings LLC Kir Montebello LP Mill Creek Mall LLC Kir Tampa 003 LLC Mira Mesa Shopping Center-West KRG Belle Isle LLC MM17 LLC KRG Cedar Hill Plaza LP Monmouth Plaza Enterprises LLC KRG Evans Mullins LLC Moore, Billy E. KRG Port St. Lucie Landing LLC Moore, Heather KRG South Elgin Commons LLC MSA Montrose LP KRG White Plains City Center LLC MSKP Gateway LLC L Enterprises LLC Murray Bart Associates La Cienega - Sawyer Ltd. Nare High Grove Management LLC Lake Grove Owners LLC National Land Resources Lansing Mall LLC National Retail Properties Inc. LBG Portage Center LLC National Retail Properties LP Lea Co. New York Department Stores De Puerto Levco Associates Rico Inc. Levin Properties LP Newage PHM LLC Lexington Toy Tulsa LP Newington Gross LLC Lightman, Michael A. Newington-Westfarms TMC LLC Loop West (Orlando) LLC Nine Mall Investors LLC LVP Oakview Strip Center LLC NNN Tru Gastonia LLC Macerich Southridge Mall LLC Noland Fashion SC LLC Macomb Center Partners LLC Northwest Target LLC Madison Waldorf LLC Northwoods LP Madison/West Towne LLC NPMC Retail LLC Magnolia Park LLC NTH 250 E LLC Main Street at Exton LP NW Village LLC Mall At Leigh Valley LP Oakley Grove Development LLC Mall at Northshore LLC Oakridge Court LLC Mallview Plaza Co. Ltd. OCW Retail-Dedham LLC Manana-Cdit LLC Ohio Valley Mall Mann Enterprises Inc. Orange Park Associates Market Plaza Associates OWRF Baybrook LLC Marketplace Center LLC Oxford Valley Road Associates LP Marvin L. Lindner Associates LLC Pacific Petc-Miami LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 41 of 63

Pacific Youngman-Torrance Running Hill SP LLC Pacific/Dsla No. 2 Rushmore Oaks Mall LLC Palm Springs Mile Associates Ltd. S Klein Family LLC Palms Crossing Town Center LLC Saico Gateway Co. LLC Pappas Union City LP Saltru Park Brooke Hazlet LLC Samjenn Associates LLC Parkway Crossing East Shopping Center LP Sandelman, Elyse Pasadena Partners LP Sandelman, Sanford PBA II LLC Sandelman, Steven PCG Burbank Gl LLC Sandleman, Susan PCG Woodland Hills Topanga SAS Family Trust Peabody Center LLC Sayville Plaza Development LLC Petty, George S. SBAF Running Fox Inc. Pine Tree Properties Schaumburg Corners LLC Pipeline 13 A LLC Schreier, Alison Pipeline 13 A LP SCI ITC South Fund LLC PK I Fullerton Town Center LP SDC Pacific Youngman-Santa Ana Plaza at Buckland Hills LLC SDR Associates Toys Kids RT CM 5646 PNN Holdings LP Seaboard Commons Holdings LLC Porto Bella Apartment Co. LP Section 14 Development Co., The Portsmouth Plaza LP SFERS Real Estate Corp. II Potomac Run LLC Shackleford Crossings Investors LLC PR Valley LP Shafer Plaza 06A LLC Pregamant Mall of Staten Island LLC Shanri Holdings Corp. Prudential Insurance Co. of America, The Shaw-Marty Associates Pyramid Company of Holyoke Shorewood Station LLC R&J Baileys LLC Short Pump Investors LLC Rabanus Center LCC Siegen Lane Properties LLC RAF Flowood LLC Simon Property Group (Texas) LP Rainbow Arroyo Commons LLC Site C LLC Raintree Realty LLC Sizeler Family LP Ramco Jackson Crossing SPE LLC SM Eastland Mall LLC Ramco-Gershenson Inc. SM Rushmore Mall LLC RB Tech Ridge LLC Smith Interests General Partnership LLP RCG-Lithonia Marketplace LLC Smith Land & Improvement Corp. Real McKeever LLC, The Smithtown Venture LLC Redlands Town Center Retail III LLC Somerville Circle Rego II Borrower LLC Sorenson, Richard W. Riddle Group Southpoint Plaza LLC Ridge Line Inc. Sparky Baby LLC RJ Realty LP Spirit Properties Ltd. Rockaway Center Associates LP Spring Ridge LP Rockstep Meridian LLC Springsan Co. LLC Route 146 Millbury LLC SS Capital LLC Rpai Sugar Land Colony LP State & 59th Partners LLC RTP Comm Way LLC Sterling Realty Organization Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 42 of 63

Stone Ridge Plaza LLC Valley View (Unit 1) LLC Stowsan LP Vallorbe Inc. Strip Delaware LLC, The VCG Whitney Field LLC Sully LP, The Vertical Industrial Park Associates Summerhill Square LLC Vickery Realty Co. Trust Sun Center Ltd. Viking Partners Overland Pointe Sunland West Joint Venture Marketplace LLC Sunrise Mass LLC Village At Allen LP, The Sunrise Promenade Associates VPBH Associates LP Sunset Hills Owner LLC Wachs New Hartford Development LLC Svap II Pasadena Crossroads LLC Wal-Mart Realty Co. T Douglasville GA Retail LLC Wat Marital Trust T Southland Crossing OH LLC Watt-Elkhorn Center T&T Enterprises LP Weingarten Nostat Inc. Tacoma Mall Partnership Weingarten Realty Investors Taft Corners Associates Westgate Village LLC Talisman Towson LP Westlake Shopping Center LLC Tamarack Village Shopping Center LP White Oaks Plaza LLC Tanurb Burnsville LP Williams Parkway LLC Taylor Square Owner LLC Wilson Gardens Havana LLC Tech One Associates Winrock Partners LLC THF Chesterfield Dev LLC Winston Salem Hanes LLC THG Bluegrass Manor LLC Wood Asheville Center LLC Thousand Oaks Marketplace LP Woodcock Properties Inc. Timbers 2 LLC Wrexham Associates LP TKG Paxton Towne Center Development Wright Oracle LLC, The LP Yacoel Investments III LLC TMT Pointe Plaza Inc. Yah Investments Top Terraces Inc. Yuba Shopping Center Towne Center West Associates Zelman Ontario LLC Toys WD Co. LLC TPP 306 First Colony LLC Treeco/Soder Royal Palm LLC Triangle Plaza I LLC Triangle Plaza II LLC UE Hudson Mall Holding LLC UE Mundy Street LP UE Property Management LLC Union Bank of California University Park Improvements LLC University Town Plaza LLC Upper Glen Street Associates LLC Urban Edge Properties Urstadt Biddle Properties Inc. US 41 & I 285 Co. Valencia Marketplace I LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 43 of 63

Taxing Authorities

Alameda, County of (CA) Florida, State of Anchorage, Municipality of (AK) Fort Collins, City of (CO) Anne Arundel, County of (MD) Franklin, County of (OH) Aurora, City of (CO) Freehold, Township of (NJ) Baltimore, County of (MD) Fresno, County of (CA) Baton Rouge, City of (LA) Fulton, County of (GA) Berkheimer Outsourcing Inc. Georgia, State of Bexar, County of (TX) Glendale, City of (AZ) Birmingham, City of (AL) Glendale, City of (CA) Braintree, Town of (MA) Guam, Territory of (United States), Brockton, City of (MA) Department of Revenue Brookfield, City of (WI) Hamburg, Town of (NY) Broome, County of (NY) Hamilton, Township of (NJ) Broward, County of (FL) Harris, County of (TX) Calcasieu, Parish of (LA) Hempstead, Town of (NY) Carrollton Farmers Branch Independent Henry, County of (GA) School District (TX) Hidalgo, County of (TX) Centennial, City of (CO) Hillsborough, County of (FL) Charleston, County of (SC) Hinds, County of (MS) Cherry Hill UE LLC Hoover, City of (AL) City View Towne Crossing Houston County & City of Dothan Pash Clackamas, County of (OR) Return (AL) Clark, County of (NV) Illinois, State of Clarkstown, Town of (NY) Jackson, County of (MO) Cobb, County of (GA) Jefferson, County of (AL) Colorado Springs, City of (CO) Jefferson, County of (CO) Concord, City of (NC) Jefferson, Parish of (LA) Concord, City of (NH) Johnson, County of (KS) Cook, County of (IL) Kane, County of (IL) Cooper Olshan Co. Keystone Collections Group Cooper Smolen Joint Venture King, County of (WA) Cuyahoga, County of (OH) Lafayette Parish School Board Dallas, County of (TX) Lake, County of (IL) Delaware, State of Lake, County of (IN) Denton, County of (TX) Lakewood, City of (CO) Deptford, Township of (NJ) Lawrence, Township of (NJ) Douglas, County of (CO) Lexington, County of (SC) Douglas, County of (NE) Linn, County of (IA) Dupage, County of (IL) Livingston, Township of (NJ) Ellis, County of (TX) Los Angeles, County of (CA) Fairfax, County of (VA) Lucas, County of (OH) Fidelity Totowa Associates LLC Madison Heights, City of (MI) Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 44 of 63

Madison, City of (WI) Poughkeepsie, Town of (NY) Mahoning, County of (OH) Prince George's, County of (MD) Maricopa, County of (AZ) Prince William, County of (VA) Marion, County of (IN) Puerto Rico, Commonwealth of Mark Monitor Pulaski, County of (AR) Maryland, State of Racine, City of (WI) Massachusetts, Commonwealth of Ramsey, County of (MN) Mayagüez, Municipio de (PR) Riverhead, Town of (NY) McAndrew Conboy & Prisco LLP Riverview Management Co. McLennan, County of (TX) Rockaway, Township of (NJ) Mesa, City of (AZ) Roseville, City of (MI) Miami-Dade, County of (FL) Sacramento, County of (CA) Michigan, State of Salem, Town of (MA) Middletown, Township of (PA) San Bernardino, County of (CA) Milford, City of (CT) San Diego, County of (CA) Milwaukee, City of (WI) San Joaquin, County of (CA) Monroe, City of (LA) San Mateo, County of (CA) Monroeville, Municipality of (PA) Santa Clara, County of (CA) Monterey, County of (CA) Scott, County of (IA) Montgomery, City of (AL) Sedgwick, County of (KS) Montgomery, County of (MD) Seminole, County of (FL) Montgomery, County of (PA) Shawnee, County of (KS) Mount Olive, Township of (NJ) Snohomish, County of (WA) Nashua, City of (NH) Solano, County of (CA) Nevada, State of South Dakota, State of New Jersey, State of South Portland, City of (ME) New York, City of (NY) SPI Property Management Corp. New York, State of Springfield, City of (MA) North Attleborough, Town of (MA) Springfield, Township of (PA) North Carolina, State of St. Clair, County of (IL) North Dakota, State of St. Louis, County of (MO) Northmarq Capital Stanislaus, County of (CA) Norwalk, City of (CT) Sterling Heights, City of (MI) Ohio, State of Tarrant, County of (TX) Oklahoma, County of (OK) Tax Recourse LLC Orange, County of (FL) Texas, State of Palm Beach, County of (FL) Thornton, City of (CO) Paramus, Borough of (NJ) Toms River, Township of (NJ) Pennsylvania, Commonwealth of Travis, County of (TX) Philadelphia, City of (PA) Tucson, City of (AZ) Phoenix, City of (AZ) Tulsa, County of (OK) Pierce, County of (WA) Tuscaloosa, County of (AL) Pima, County of (AZ) United States, Government of the, Internal PK I North County Plaza LP Revenue Service Placer, County of (CA) Upper Merion, Township of (PA) Polk, County of (IA) Vanderburgh, County of (IN) Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 45 of 63

Ventura, County of (CA) Washington, County of (OR) Washington, State of Waterford, Town of (CT) Waukesha, County of (WI) Wayne, Township of (NJ) West Hartford, Town of (CT) West Mifflin, Borough of (PA) Westminster, City of (CO) Whitehall, Township of (PA) Will, County of (IL) Yonkers, City of (NY) Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 46 of 63

U.S. Trustees, Judges, Clerks, and Court Contacts for the Eastern District of Virginia

Blades, Paula F. Bloom, Margaret L. Charboneau, Joel Flinchum, Peggy T. Frankel, Jack I. Franklin, Lisa D. Garber, Margaret K. Guzinski, Joseph A. Herron, Nicholas S. Huennekens, Kevin R. Jones, Bradley D. Kenney, Brian F. Kidd, Karen Kindred, Klinette H. King, B. Webb Legum, Jay W. Mann, Evertte Mcpherson, Theresa E. Oliver, Betty Pecoraro, Shannon F. Phillips, Keith L. Pika, Tony Poda, Heidi Redden, William C. Rintye, Peggy Santoro, Frank J. Sims, Ilene M. St. John, Stephen C. Steven, Mark E. Turner, June E. Van Arsdale, Robert B. Watson, Martha J. Weschler, Cecelia A. Whitehurst, Kenneth N., III Wilson, Sheryl D. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 47 of 63

Utilities

Alabama Power Co. Ameren Missouri Arizona Public Service Electric Co. ConEdison Solutions Consolidated Edison Inc. Constellation NewEnergy Inc. Consumers Energy Dominion Energy Inc. DTE Energy Co. Duke Energy Duke Energy Progress Eversource Energy Florida Power & Light Co. Georgia Power Jersey Central Power & Light Co. Los Angeles, City of (CA), Department of Water & Power New Jersey Natural Gas Co. Northern States Power Co. Pacific Gas & Electric Co. Public Service Electric & Gas Co. Puerto Rico, Territory of, Electric Power Authority San Diego Gas & Electric Co. Southern California Edison Co. WE Energies XCEL Energy Inc. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 48 of 63

Vendors

2 Dogs Distribution LLC Baby Trend Abbott Nutrition Baby Vision Inc. ABG Accessories Babys Journey Inc. Accessory Innovations LLC Babyswede LLC Ace Metrix Inc. Bag Bazaar/Confetti DV Ace3 Group LLC Ball Bounce & Sport Acuative Corp. Bandai America Inc. Ad Sutton & Sons Bandai Creation Aden & Anais Inc. Bank of America Merchant Alex Toys LLC Bap Investors LC Alexander Doll Bassett Furniture Ind. Alliance Distributors Holding Inc. Battalia Winston Almar Sales Co. Bbdo NY Altis Global Ltd. Beechnut Nutrition Co. Amazing Toys Ltd. Bell Sports Inc. Amerex Bensussen Deutsch & Associates Inc. American Boy & Girl Hwr. Inc. Bentex Group Inc. American Girl Publishing Inc. Berger MZ & Co. Inc. American Greetings Corp. Berkshire Fashions American Marketing Enterprise Best Accessory Group Ameriwood Industries Inc. Best Chairs Inc. Animal Adventure LLC Best Made Toys Int Ulc Anki Inc. Bestway HK International Ltd. Apple Inc. Better Sourcing WW Ltd. Aptaris Software LLC Beverly Hills Teddy Bear Co. Aqua-Leisure Industries Inc. Big Time Toys LLC Arco Toys Ltd. Bio World Merchandising Inc. Arm's Reach Concepts Bivona & Co. LLC Artoy Industrial Ltd. Bladez Toyz Ltd. Asa Products Inc. Blank Rome LLP Asmodee Editions LLC Boba Inc. Asphalt Specialist Inc. Bonkers Toy Co. LLC Assa Abloy Entrance Systems US Inc. BooginHead LLC Audiovox Electronics Corp. Boon Inc. Auldey Toys of North America LLC Boppy Co. LLC, The Avent America Inc. Brands Four Kids LLC Ayablu Inc. Bravo Sports Baby Björn BreathableBaby LLC Baby Boom Consumer Product Inc. Brickman Facility Solutions Baby Brezza Enterprises Bridge Direct Inc., The Baby Jogger LLC Bright Kingdom Dev Ltd. Baby Ktan LLC Brinco Mechanical Management Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 49 of 63

Britax Child Safety Inc. Crane USA Inc. Buffalo Games Crayola LLC Bugaboo North America Inc. Cra-Z-Art Bumbo Distribution USA LLC Creative Agency Services Team Bumkins Finer Baby Products Creative Baby Inc. Burt's Bees Inc. Creative Design International Ltd. Buzz Bee Toys HK Ltd. Criteo Corp. C&T International Crown Equipment C.R. Gibson Cuddle Factory Ltd. Caden Co. Danbar Cool Things Inc. California Innovations Dell Marketing LP Calisson Inc. Delta Enterprises Corp. CamelBak Products LLC Dematic Corp. Canal Toys Diamond Select Toys Candy Planet Diaper Dekor CandyRific Dickie Toys HK Ltd. Capital Brands LLC Diggin Active Inc. Cardinal Ind Inc. Digital Complex Inc. - Big Toys Casio America Inc. Digital Media Cartridge Ltd. Castline Inc. Diono LLC Ceaco Inc. Disguise Inc. Cella Consulting LLC DK Selections Centresky Craft Shantou Co. Ltd. Dorel Asia Ltd. Cepia LLC Dorel Juvenile Group Inc. Ceva Freight LLC Dream On Me Inc. Chance Productions Dreamgear LLC Chap Mei Plastic Toys Mfy. Ltd. Duracell Distributing Inc. Charter Ltd. Dust Studio Ltd. Cherry Group Co. Ltd. Dutailier Inc. Cheuk Yip Plastic Fty. Ltd. Dynacraft BSC Inc. Chicco BRU Dynamic Scientific Ltd. Children's Apparel Network Earth Mama Angel Baby LLC Chit Shing PVC Products Mfy. Ltd. eKids LLC Church & Dwight Co. Inc. Elements Business Services Circus World Displays Ltd. Emerson Healthcare LLC CJ Products Energy Management Collaborative LLC Claire's Boutiques Inc. Enesco LLC Clementoni SpA Entertainment Retail Enterprises LLC Cleverland Footwear Mfg. Ltd. Epsilon Data Management COKeM International Ltd. Ergobaby Inc. Columbus Trading Partner USA Inc. Ernst & Young LLP Comic Images Evenflo Co. Inc. ComNet Services LLC Evenflo Co. Inc. Pvl. Comotomo Inc. Evenflo Feeding Inc. Continental Concession Supplies Evermax Global Resource Co. Ltd. Conversant LLC Excel Building Services LLC Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 50 of 63

Exclusive Group LLC Goodbaby Hong Kong Ltd. Expanscience Laboratories Grace Home Fashions Explore Scientific LLC Graco Children's Product Inc. FABCO Hygienic Products Co. Ltd. Graphic Communications Facility Services of America Inc. Greenlight LLC Fairhaven Health LLC Grid Dynamics International Inc. Famosa North America Inc. Group III International Inc. Fantasia Accessories Ltd. Grow'n Up Ltd. Fantasma Toys Inc. Guangdong Textiles Import & Export Co. Farallon Brands Ltd. Fashion Accessory Bazaar Hain Celestial Group Inc., The Fashion Angels Enterprises Hallmark Marketing Co. LLC Fast Forward LLC Halo Innovations Inc. Federal Express Corp. Hamco Fisher Price Inc. Handcraft Manufacturing Corp. Fisher Price Juvenile Products Division Handi-Craft Co. Fisher Price Power Wheels Happy Kid Toy GroupYTN Fisher Price Toys Happy Threads LLC Fit & Fresh Inc. Hasbro Inc. Floppy Products Inc. Hauck Hong Kong Ltd. Footsteps Technology Ltd. HCL America Inc. Fotorama USA Heritage Baby Products LLC Foundations Worldwide Inc. Hi Mark International Co. Ltd. Franco Mfg. Co. HIS Juveniles Inc. Franklin Sports Inc. Honest Co. Inc., The Fridababy LLC Hong Kong City Toys Fujifilm North America Corp. Hong Kong Xin Yao Funko LLC Hori USA Inc. Funrise Inc. HTI Toys HK Ltd. Fusion Manufacturing Group Ltd. Huffy Bicycles GA Gertmenian & Sons LLC Hugfun International Hongkong Ltd. GBG Beauty LLC Humble Crew Inc. General Lion Footwear International Hunglow Ltd. Genesis TechSystems Inc. IBM Corp. Geometric Results Inc. IdeaVillage Products Corp. Georex Asia Ltd. InComm Georgia Pacific Corrugated LLC Infantino LLC Gerber Childrenswear Inc. Infor US Inc. Gerber Childrenswear LLC Ingram Entertainment Inc. Gi-Go Toy Co. Innovation First Labs Inc. Ginsey Industries Inc. Innovative Designs LLC Global Design Concepts Instant Web Inc. Gold Inc. International Playthings LLC Goldlok Toys Holding Guangdong Invodo Inc. Goliath Games LLC Ipsos Insight LLC Good Art Ltd. Irish Breeze Ltd. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 51 of 63

Jackson Lewis LLP Latham & Watkins LLP Jada Toys Inc. Leachco CJ Inc. Jakks Pacific Inc. Learning Journey International LLC, The Ja-Ru Inc. Learning Resources Jay at Play International HK Ltd. Lego Jay Franco & Sons Inc. Lennox Industries Inc. Jazwares Inc. Leosco International Ltd. JCH HK Technology Trading Ltd. Levatoy LLC Jiangsu Guotai Guomao Co. Ltd. Levtex LLC Johnson & Johnson LF Products Pte. Ltd. Jojo Designs LLC Lifetime Products Inc. Jolly Far East Ltd. Lillebaby LLC Joovy Lin R. Rogers Electrical Contractors Just Play LLC Lincoln Hill Construction Kai Yuan Ltd. Lionel LLC Kalencom Corp., The LollyTogs Ltd. Kallidus Inc. Loyal Subjects LLC, The Kano Computing Ltd. Lozier Corp. KAS Direct LLC LS Parry Inc. Kaz Inc. LSC Communication US LLC KDM POP Solutions Group LulyBoo LLC Kent Displays Inc. Luv N' Care Kent International M Design Village LLC Kenyield International Group Ltd. Macari Baby Inc. Kiddieland Industries Ltd. Madix Inc. KidKraft Inc. Magformers LLC Kids II Far East Ltd. Maisto International Inc. Kids II Inc. Make It Real LLC Kids Only Inc. MAM USA Kids Preferred LLC Manhattan Associates Inc. Kids Station Toys Inc. Manley Toys Ltd. USA Kidsrock Ltd. Marpac LLC Kidz Delight Matson Navigation Co. Kidz Toyz HK Ltd. Mattel Girls MS ML-0609 Kidztech Toys Mfg. Ltd. Mattel Sales Corp. Kiinde LLC Maxim Co. Taiwan Ltd. Kimberly Clark Corp. May Cheong Toy YTN Kitex Garments Ltd. Maya Group Inc., The KKW Trucking Inc. Mayborn USA KLL Dolls Inc. Medela Inc. K'Nex Industries Inc. Co. Mega Brands America Inc. Kolcraft Products Melissa & Doug LLC KPMG LLP Merchant Ambassador Holdings Ltd. Lambs & Ivy Bedtime Originals Division MerchSource LLC Lansinoh Laboratories Inc. Mezco Toyz LLC LaRose Industries MGA Entertainment Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 52 of 63

Million Dollar Baby Pez-Haas Inc. Minds In Sync Inc. Phoenix International Publications MindWare Wholesale Playgo Toys Enterprises Ltd. MJ Holding Co. LLC Playhut Inc. Mom Enterprises Inc. Playmates Toys Inc. Monogram International Playmind Ltd. Monotype Imaging Inc. Playmobil USA Inc. Moose Mountain Toymakers Ltd. PlayMonster LLC Moose Toys Pty. Ltd. Playtex Family Products Morgan Lewis & Bockius LLP Pressman Toy Corp. Multi Toys Corp. Prime Time Toys LLC Multi-Link Apparel Prince Lionheart Inc. Munchkin Inc. Procter & Gamble Corp. Nantong A&C Accessories Co. Ltd. Protective Technologies National Importers Inc. Protiviti Inc. Naturepedic Qingdao Tangbuy International NECA Quarto Publishing Group USA Nestle Co. USA Quintessential Tots LLC New Adventures LLC Rack Furniture Group New Bright Industrial Co. Ltd. Radio Flyer Inc. Nice-Pak Products Inc. Ravensburger North America Inc. Nina Footwear Corp. Rawlings Sporting Goods Inc. Nintendo Hardware Razor USA Inc. No Jo/Red Calliope RDS Industries Inc. North States Industries Inc. ReaderLink Distribution Services LLC Northwest Co. Inc., The Ready to Assemble Co. Nowstalgic Toys Inc. RealTime Media Inc. NSI International Inc. Red Box Toy Factory Ltd. NUK USA LLC Red Star Holdings Ltd. Nurture Inc. Reeves International Inc. Olson & Co. Inc. Regal Lager Inc. OMD USA LLC Regalo International LLC Ontel Products Corp. Regent Oriental Industrial Ltd. Orora Visual LLC Register Print Group Oshkosh B'Gosh Rehrig International Inc. Ovation Toys Co. Ltd. Retail Printing Group Inc. OXO International Inc. Ricoda Ltd. Pacific Cycle LLC Rimini Street Inc. Pacific Cycle Mongoose Division Rodco Services Inc. Pacific Cycle Schwinn Division RoofConnect Papyrus Rooftop Group USA Inc. Parkfield Industries Ltd. RR Donnelley Receivables Inc. PBM Products LLC RTP Technology Corp. Pearhead International Rubie's Costume Co. Inc. Peg-Perego USA Inc. Sakar International Inc. Performance Designed Products Salland Industries Ltd. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 53 of 63

Samsung C&T America Inc. Tara Toy Corp. Sassy 14 LLC Tasia Toys HK Co. Ltd. Schleich North America Inc. Team Beans LLC School Zone Publishing Co. Tech 4 Kids Inc. Scientific Toys Ltd. Tee-Zed Products LLC Scott Specialties Inc. Tervis Tumbler Co. SDX Acquisitions LLC Thames & Kosmos LLC Second Play LLC Theme Party Culture HK Co. Ltd. Securitas Security Services USA Inc. Thermos Co. Seventh Generation Inc. Think Fun Inc. Sewco Toys & Novelty Ltd. Thinkway Shaghal Ltd. Thorley Industries Inc. LLC Shanghai Sunwin Industry Group Co. Ltd. TMP International Shermag Inc. Toby Enterprises II Corp. Shine Way Textile & Trading Co. Ltd. Tollytots Ltd. Singing Machine Co. Inc., The TOMY Corp. Sitel Operating Corp. TOMY International Inc. JJC SJF Division Children's Products TOMY International Inc. LCI Skip Hop Inc. TOMY International Inc. TFY Skyhigh International LLC Top Bright Animation Group Co. Ltd. Skyrocket Toys LLC Topps Co. Inc., The Skywalker Holdings LLC Toy Major Trading Co. Ltd. Smart Trike Mnf. Pte. Ltd. Toy State Industrial Corp. SMS Systems Maintenance Services Inc. Toy State International Ltd. Soft Style Inc. Toy Teck Ltd. Solowave Design Corp. Toysmith Solutions 2 Go LLC MS ACC Trend Lab LLC Solutions 2 Go LLC MS HW Tri Coastal Design Soma International Ltd. Tri Great International Ltd. Sony Computer Entertainment Triboro Quilt Mfg. Co. SOS Security LLC Trifecta Industries LLC South Shore Industries Ltd. Triple Eight Distribution Inc. Spencer Technologies Inc. Troxel Products LLC Sphero Inc. Turnstyle Brands LLC Spin Master Inc. UCC Distributing Inc. Sports Connection Asia Ltd. United Legwear Co. LLC Step2 Co. LLC, The United Parcel Service Stokke LLC University Games Stork Craft Manufacturing Ltd. Upanaway LLC Stork Craft Manufacturing USA UpSpring Ltd. Summer Infant Inc. USA Helmet Sub Kent International Inc. Summer Infant Products Inc. USAopoly Inc. Sun Lin Toys Manufacturing Co. Ltd. USM Norristown Swimways Corp. Vector Security Inc. Taiwan Joca Corp. Verdes Toys Corp. Tangible Play Inc. Veritiv Operating Co. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 54 of 63

Visco Entertainment Inc. Vivid Imaginations Far East Ltd. VTech Communications Inc. VTech Electronics North America Wai Tec Far East Industrial Co. Ltd. Warner Home Video Watch Us Inc. What Kids Want Wicked Cool Toys LLC William Carter Co. William Carter Co., The Wilson Team Sports Windsor Marketing Group Inc. Winfat Industrial Co. Ltd. Winner Ford Products Ltd. Winning Moves Inc. WNR Industries Ltd. WorkWise LLC Wow Wee Ltd. Xi Fu Toys Co. Ltd. Xiamen Well-East Import & Export XPO Last Mile Inc. Yamaha Consumer Products Yeelein Textile Co. Ltd. Yesmail Inc. YF Development Ltd. York Wall Coverings Yvolution USA Inc. Zak Designs Inc. Zasia Ltd. Zenoff Products Inc. Zhucheng Yinghua Clothes Making Zuru Inc. Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 55 of 63

Schedule 2 Disclosures of Wolcott Rivers Gates, P.C.

Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 56 of 63

Disclosures of Wolcott Rivers Gates, P.C.

Entity or Individual Status Nature of Representation Searched with a Connection to Wolcott Rivers Gates

Debtors and Debtor Affiliates None

Current and Former Directors, Officers, Members, and Managers None

5% or More Equity Holders Bain Capital Previous Client Wolcott Rivers Gates has represented the interested party in matters unrelated to the Debtors’ chapter 11 cases.

Ad Hoc Groups and Advisors None

Banking Relationships Banco Popular Previous Client Wolcott Rivers Gates has represented the interested party in matters unrelated to the Debtors’ chapter 11 cases. Bank of America Previous Client Wolcott Rivers Gates has no active matters with the interested party.

Deutsche Bank Previous Client Wolcott Rivers Gates has represented the interested party in matters unrelated to the Debtors’ chapter 11 cases.

Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 57 of 63

Fifth Third Previous Client Wolcott Rivers Gates has represented the interested party in matters unrelated to the Debtors’ chapter 11 cases. Key Bank Previous Client Wolcott Rivers Gates has represented the interested party in matters unrelated to the Debtors’ chapter 11 cases.

JP Morgan Chase Client Wolcott Rivers Gates has represented the interested party in matters unrelated to the Debtors’ chapter 11 cases.

Bankruptcy Professionals

*Alvarez & Marsal Inc. Wolcott Rivers Gates Unrelated matter represents Richard T. Arrowsmith in his capacity as Liquidating Trustee of a Liquidating Trust. Mr. Arrowsmith is employed with Alvarez & Marsal.

Contract Counterparts

None

Insurers

*National Union Fire Adverse Party Unrelated matter Insurance Co. of Pittsburgh PA Nationwide Wolcott Rivers Gates Unrelated matters currently represents parties that are affiliated with the entity.

Case 17-34665-KLP Doc 867 Filed 11/02/17 Entered 11/02/17 22:49:39 Desc Main Document Page 58 of 63

Landlords

None

Taxing Authorities

*Georgia, State of Adverse Party Unrelated matter *Illinois, State of Adverse Party Unrelated matter *Maryland, State of Adverse Party Unrelated matter *Michigan, State of Adverse Party Unrelated matter *New York, State of Adverse Party Unrelated matter *North Carolina, State of Adverse Party Unrelated matter *Ohio, State of Adverse Party Unrelated matter *Pennsylvania, Adverse Party Unrelated matter Commonwealth of *United States of America Adverse Party Unrelated matter

U.S. Trustees, Judges, Clerks, and Court Contacts for the Eastern District of Virginia

None

Utilities None Vendors *Federal Express Corp Adverse Party Unrelated matter LEGO Systems, Inc. Previous Client Current matter *Protiviti Inc. Wolcott Rivers Gates works Unrelated matters with this interested party in unrelated bankruptcy matters.

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Exhibit C Declaration of Ronald M. Tucker

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

) In re: ) Chapter 11 ) TOYS “R” US, Inc., et al., ) Case No. 17-34665 (KLP) ) Debtors.5 ) (Jointly Administered) )

DECLARATION OF RONALD M. TUCKER IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND LOCAL BANKRUPTCY RULE 2014-1, FOR ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF WOLCOTT RIVERS GATES, P.C. AS LOCAL CO-COUNSEL

Under 28 U.S.C. § 1746, I, Ronald M. Tucker, declare as follows under penalty of perjury:

1. I am the representative of Simon Property Group, L.P. and Co-Chair of the Official

Committee of Unsecured Creditors (the “Committee”) of Toys “R” Us, Inc., et al. (collectively,

the “Debtors”). Accordingly, I am in all respects competent to make this declaration in support of

the Application of Official Committee of Unsecured Creditors Under 11 U.S.C. § 1103, Fed. R.

5 The Debtors in these cases, along with the last four digits of each Debtor’s tax identification number, are set forth in the Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief [Dkt. No. 78]. 31

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Bankr. P. 2014 and Local Bankruptcy Rule 2014-1, for Order Authorizing Retention and

Employment of Wolcott Rivers, P.C. as Co-Counsel (the “Application”), filed November 2, 2017.

2. I submit this declaration (the “Declaration”) in support of the Application,

pursuant to the Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of

November 1, 2013 (the “Revised UST Guidelines”), which were adopted by the Executive Office

for the United States Trustees under 28 U.S.C. § 586(a)(3). Except as otherwise noted, all facts in

this Declaration are based on my personal knowledge of the matters set forth herein, information

gathered from my review of relevant documents and information supplied to me by Wolcott

Rivers, P.C. (“WRG”).

3. I am informed by WRG that ¶ D.2. of the Revised UST Guidelines requests that any

application for employment of an attorney under 11 U.S.C. §§ 327 or 1103 to be accompanied by

a verified statement from the client that addresses the following:

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

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matters, or in the alternative to delegate such matters to less expensive counsel.

The Committee’s Selection of Counsel

4. Following its formation, the Committee interviewed five (5) law firms to

represent the Committee as lead bankruptcy counsel in the above-caption chapter 11 cases (the

“Chapter 11 Cases”). After interviewing each of these firms, the Committee found Kramer

Levin Naftalis & Frankel LLP (“Kramer Levin”) to be uniquely qualified to represent the

Committee. Following the selection of Kramer Levin, the Committee considered three (3) firms

to represent the Committee as local bankruptcy co-counsel in these Chapter 11 Cases. After

considering these firms, the Committee found WRG to be uniquely qualified to represent the

Committee as local co-counsel.

5. WRG has extensive experience in representing creditors, creditors’ committees,

and estate representatives in chapter 11 cases and has provided services similar to those

described herein to other parties. Members of WRG’s bankruptcy team have played significant

roles in cases of a similar size or complexity in this region, as well as nationally. Additionally,

WRG is familiar with the local rules of this Court, including all requirements associated with

electronic court filings.

Rate Structure

6. WRG has informed the Committee that its rates for bankruptcy representations

are comparable to the rates WRG charges for bankruptcy and non- bankruptcy representations.

Further, WRG has informed the Committee that its hourly rates are subject to periodic

adjustments (typically in January of each year) to reflect economic and other conditions. WRG

has advised me that they will inform the Committee in advance of any such adjustments to their

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existing rate structure. Further, I have been specifically advised by WRG that, pursuant to ABA

Formal Ethics Opinion 11-458, “periodic, incremental increases in a lawyer’s regular hourly

billing rates are generally permissible if such practice is communicated clearly to and accepted

by the client at the commencement of the client-lawyer relationship and any periodic increases

are reasonable under the circumstances.” I have also been specifically advised by WRG that,

pursuant to ABA Formal Ethics Opinion 11-458, “the client need not agree to pay the modified

fee to have the lawyer continue the representation.” To the extent WRG seeks to make any such

adjustment to its rate structure, the Committee expressly reserves the right to reject any such

modification to the extent the Committee deems it unreasonable.

Cost Supervision

7. The Committee recognizes that it is its responsibility to closely monitor the

billing practices of their counsel to ensure the fees and expenses paid by the estate remain

consistent with the Committee’s expectations and the exigencies of the Chapter 11 Cases. The

Committee will review the invoices to be regularly submitted by WRG. In addition, WRG’s

fees and expenses will be subject to review, comment, objection (if warranted), and Court’s

approval pursuant to the Bankruptcy Code, the Bankruptcy Rules, and any applicable Court

orders that implement procedures for interim allowance and payment of fees and expenses

during the course of the Chapter 11 Cases.

I declare under penalty of perjury that the foregoing is true and correct on this 2nd day

of November, 2017.

By: /s/ Ronald M. Tucker Ronald M. Tucker, not in his individual capacity, but solely on behalf of Simon Property Group, L.P., in its capacity as Co-Chair of the Official Committee of Unsecured Creditors of Toys “R” Us, Inc., et al.