FRANCESCA's HOLDINGS CORPORATION, Et Al.,1

Case 20-13076-BLS Doc 288 Filed 01/08/21 Page 1 of 8

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11 Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS 1 CORPORATION, et al., (Jointly Administered)

Debtors. Hearing Date: February 18, 2021 at 10:00 a.m. (ET) Objection Deadline: January 22, 2021 at 4:00 p.m. (ET)

APPLICATION FOR ENTRY FOR AN ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT OF PROVINCE, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO DECEMBER 14, 2020

The Official Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) hereby files this application (the

“Application”) for entry of an order, substantially in the form attached hereto as Exhibit A, pursuant to sections 328(a) and 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 Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the “Local Rules”) authorizing and approving the employment of Province, LLC (f/k/a Province, Inc.) (“Province” or the “Firm”) as financial advisor to the Committee in connection with the Debtors’ chapter 11 cases, effective as of

December 14, 2020. In support of the Application, the Committee also files the declaration of

Edward Kim (the “Kim Declaration”), attached hereto as Exhibit B and incorporated herein by reference. In support of the Application, the Committee respectfully represents as follows:

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Francesca’s Holdings Corporation (4704), Francesca’s LLC (2500), Francesca’s Collections, Inc. (4665), and Francesca’s Services Corporation (5988). The address of the Debtors’ corporate headquarters is 8760 Clay Road, Houston, Texas 77080.

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BACKGROUND

1. On December 3, 2020 (the “Petition Date”), the Debtors each filed their voluntary petitions with this Court 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(a) of the Bankruptcy Code. No trustee or examiner has been appointed in these cases by the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”).

2. On December 11, 2020, the Office of the U.S. Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. The Committee consists of the following seven

(7) members: (i) Shantex Group LLC, (ii) Fantas-eyes; (iii) Simon Property Group; (iv) Esung

New York, LLC; (v) Brookfield Properties Retail, Inc.; (vi) Washington Prime Group, Inc. and;

(vii) Samantha Bailey. [D.I. 122].

3. On December 14, 2020, the Committee selected Province as its proposed financial advisor.

4. The Firm has extensive experience representing official creditors’ committees, debtors, creditors, trustees, and others in a wide variety of bankruptcy cases, including, as (i) financial advisor to the official committees of unsecured creditors in the Ascena, Pier 1, OneWeb,

J Crew, Lucky’s Market, Purdue Pharma, Papyrus, Stage Stores, Inc., American Blue Ribbon

Holdings, LLC, Destination Maternity, Mishti, Emerge Energy Services, Achaogen, Aegerion

Pharmaceuticals, Insys Therapeutics, FTD Companies, Mattress Pal, Z Gallerie, Payless

ShoeSource, Inc., Gymboree Group Inc., Nine West, American Tire, Brookstone, The Rockport

Company, Claire’s Stores, Inc., The Walking Company, Patriot National, Shiekh Shoes, Velocity

Holding Company (MAG), Aerogroup International, Inc. (Aerosoles), Mac Acquisition LLC

(Romano’s Macaroni Grill), Cornerstone Apparel, Inc. (Papaya), True Religion Apparel, Inc.,

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Gordmans Stores, Inc., HHregg Inc., and Eastern Outfitters LLC, Inc. matters, (ii) financial advisor to the debtors in Cinemex Holdings USA, True Religion Apparel, Inc., Woodbridge Group of

Companies, LLC, Penthouse Global Media Inc., Focus Property Group, and Superior Linen and

(iii) financial advisor to the trustee in Maxus Energy, Avaya, Inc., La Paloma Generating Company

LLC, RadioShack Corporation, Coldwater Creek, Inc., Loehmann’s Inc., and Eddie Bauer, among others. Accordingly, the Committee believes that the Firm is well-qualified to render the services described below.

JURISDICTION AND VENUE

5. This Court has jurisdiction to consider and grant the relief requested herein pursuant to 28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United

States District Court for the District of Delaware, dated as of February 29, 2012 (the “Amended

Standing Order”). This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicate for the relief sought herein is section 1103(a) of the Bankruptcy Code. Relief is also proper pursuant to

Bankruptcy Rule 2014 and the Local Rules.2 Compensation will be in accordance with sections

330 and 331 of the Bankruptcy Code.

RELIEF REQUESTED

6. By this Application, the Committee respectfully requests that the Court enter an order, substantially in the form annexed hereto as Exhibit A, pursuant to sections 328(a) and

1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, authorizing the

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

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Committee to employ and retain the Firm as its financial advisor in these chapter 11 cases. The

Committee selected Province in furtherance of the efficient administration of the estates on behalf of the Committee. The Committee seeks to retain the Firm effective as of December 14, 2020, the date that Province began providing services to the Committee. The Committee believes that such retention is appropriate in these cases because the Committee required Province’s assistance prior to such time as a retention application could be submitted to the Court due to the exigencies of these cases, and Province provided services to the Committee beginning December 14, 2020.

SCOPE OF EMPLOYMENT

7. Subject to further Order of this Court, the services Province has rendered and may be required to render for the Committee, include without limitation, the following:

a. becoming familiar with and analyzing the Debtors’ DIP budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, reviewing bidding procedures, stalking horse bids, APAs, interfacing with the Debtors’ professionals, and advising the Committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, any potential KEIP and KERP and various professional retentions; e. analyzing the Debtors’ proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors’ various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the Committee in reviewing the Debtors’ financial reports, including, but not limited to, SOFAs, Schedules, DIP budgets, and Monthly Operating Reports; i. advising the Committee on the current state of these chapter 11 cases; j. advising the Committee in negotiations with the Debtors and third parties as necessary; k. if necessary, participating as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and l. other activities as are approved by the Committee, the Committee’s counsel, and as agreed to by Province.

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DISINTERESTEDNESS OF PROVINCE

8. To the best of the Committee’s knowledge, and based upon the Kim Declaration attached hereto, neither the Firm nor any of its employees have any connection with any party in interest, their attorneys or accountants, other than as set forth in the Kim Declaration.

9. To the best of the Committee’s knowledge, except as provided in the Kim

Declaration, neither the Firm, nor any of its employees represent any interest adverse to that of the

Committee in the matters on which they are to be retained.

10. While the Firm has undertaken, and continues to undertake, efforts to identify connections with the Debtors and other parties-in-interest, it is possible that connections with some parties-in-interest have not yet been identified. Should the Firm, through its continuing efforts, learn of any new connections of the nature described above, the Firm will promptly file supplemental declarations, as required by Bankruptcy Rule 2014(a).

11. The Firm represents many debtors, trustees, and committees in other bankruptcy cases, and the debtors, the members of those committees, or those estates may be creditors of the

Debtors. However, the Firm will not represent those debtors, committees, or their members with respect to any claims that they may collectively or individually have against the Debtors.

PROFESSIONAL COMPENSATION

12. The Committee desires to employ the Firm and compensate the Firm with reasonable fees to be determined by the Court. No compensation will be paid to the Firm except upon compliance with the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any other applicable procedures and orders of this Court. The Firm has received no retainer in these cases to represent the Committee. Neither the Committee nor any of its members (or their

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representatives) are or will be liable for any fees or costs incurred by the Firm in its representation of the Committee. Province’s standard hourly rates are:

Professional Level Per Hour (USD) Principal $880 - $975 Managing Director $670 - $790 Senior Director $600 - $670 Director $550 - $600 Vice President $510 - $550 Senior Associate $430 - $510 Associate $360 - $430 Analyst $240 - $360 Paraprofessionals $185

13. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Province intends to provide notice to the Debtors, the Committee, and the U.S. Trustee before implementing any increases in Province’s rates for professionals working on these chapter 11 cases.

14. In addition, Province will bill for all out-of-pocket expenses reasonably incurred by

Province in connection with the matters contemplated by this Agreement.

NOTICE

15. Notice of this Application has been provided to: (i) co-counsel for the Debtors,

O’Melveny & Myers LLP, Times Square Tower, Seven Times Square, New York, New York

10036 (Attn: Maria DiConza, Esq. ([email protected]) and Diana M. Perez, Esq.

([email protected])); (ii) co-counsel for the Debtors, Richards, Layton & Finger, P.A., One

Rodney Square, 920 North King Street, Wilmington, Delaware 19801 (Attn: Mark D. Collins, Esq.

([email protected]), Michael J. Merchant, Esq. ([email protected]), and Jason M. Madron, Esq.

([email protected])); (iii) Tiger Capital Group, LLC, 350 N. LaSalle Street, 11th Floor, Chicago,

IL 60654 (Attn: Mark P Naughton ([email protected])); (iv) Greenberg Traurig, LLP,

One International Place, Suite 200, Boston, MA 02110 (Attn: Jeffrey M. Wolf, Esq.

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([email protected])); (v) the Office of the United States Trustee for the District of Delaware,

Attn: Linda Casey, Esq.; and (vi) any party that has requested notice pursuant to Bankruptcy Rule

2002 as of the filing of the Application. A copy of this Application is also available on the website of the Debtors’ notice and claims agent at https://cases.stretto.com/francescas/. In light of the nature of the relief requested, the Committee respectfully submits that no other or further notice of the Application is required.

NO PRIOR REQUEST

16. No prior Application for the relief requested herein has been made to this or any other Court.

[Remainder of Page Intentionally Blank]

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WHEREFORE, the Committee requests that the Court enter the order (the “Order”) annexed hereto as Exhibit A, approving the employment of the Firm as its financial advisor, nunc pro tunc to December 14, 2020, to render services as described above with compensation to be paid as an administrative expense in such amounts as this Court may hereafter determine and allow; and grant the Committee such other and further relief as the Court deems just and proper.

Dated: January 8, 2021 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FRANCESCA’S HOLDINGS CORPORATION, ET AL.

/s/ Ronald Tucker ______Simon Property Group, Inc. By: Ronald Tucker

Solely in his capacity as Co-Chairperson of the Official Committee of Unsecured Creditors of Francesca’s Holdings Corporation, et al., and not in any other capacity

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11 Case No. 20-13076 (BLS) FRANCESCA’S HOLDINGS 1 CORPORATION, et al., (Jointly Administered)

Debtors. Hearing Date: February 18, 2021 at 10:00 a.m. (ET) Objection Deadline: January 22, 2021 at 4:00 p.m. (ET)

NOTICE OF APPLICATION FOR ENTRY FOR AN ORDER PURSUANT TO 11 U.S.C. §§ 328(A) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT OF PROVINCE, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO DECEMBER 14, 2020

PLEASE TAKE NOTICE that on January 8, 2021, the Official Committee of Unsecured

Creditors filed the Application for Entry for an Order Pursuant to 11 U.S.C. §§ 328(a) and

1103 Authorizing and Approving the Employment of Province, LLC as Financial Advisor to

The Official Committee of Unsecured Creditors Nunc Pro Tunc to December 14, 2020 (the

“Application”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application or the relief requested therein must be filed on or before January 22, 2021 at 4:00 p.m. (ET) (the

“Objection Deadline”) with the Court, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801.

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

PLEASE TAKE FURTHER NOTICE that a hearing on the Application, if necessary, will be held on February 18, 2021 at 10:00 A.M. (ET) before the Honorable Brendan L. Shannon,

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United States Bankruptcy Judge for the District of Delaware (the “Hearing”). The Hearing will be held telephonically via CourtCall, and in certain circumstances, by video via Zoom. Any party wishing to participate in the Hearing must appear through CourtCall. To appear telephonically via

CourtCall, parties must make prior arrangements with CourtCall by telephone (866-582-6878) or facsimile (866-533-2946). Only those parties that will be addressing the Court should appear by video via Zoom in addition to appearing telephonically via CourtCall.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO PROPERLY FILE AND

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

GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE

OR HEARING.

Dated: January 8, 2021 COLE SCHOTZ P.C. Wilmington, Delaware /s/ Justin R. Alberto Justin R. Alberto, Esq. (No. 5126) 500 Delaware Avenue Suite 1410 Wilmington, DE 19801 [email protected]

- and -

Seth Van Aalten, Esq. (admitted pro hac vice) Sarah A. Carnes, Esq. (admitted pro hac vice) 1325 Avenue of the Americas 19th Floor New York, NY 10019 [email protected] [email protected]

Proposed Counsel to the 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 DISTRICT OF DELAWARE

In re: Chapter 11

FRANCESCA’S HOLDINGS Case No. 20-13076 (BLS) CORPORATION, et al.,1 (Jointly Administered) Debtors.

ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT OF PROVINCE, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO DECEMBER 14, 2020

Upon consideration of the Application for Entry of an Order Pursuant to 11 U.S.C. §§

328(a) and 1103 Authorizing and Approving the Employment and Retention of Province, LLC as

Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tunc to December

14, 2020 (the “Application”)2 and the Declaration of Edward Kim filed in support of the

Application (the “Kim Declaration”) both filed by the Official Committee of Unsecured Creditors

(the “Committee”) of the above-captioned debtors and debtors-in-possession, pursuant to sections

328(a) and 1103(a) 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 Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) for an order authorizing and approving the retention and employment of Province, LLC (“Province”) as financial advisor for the Committee in these chapter

2 Capitalized terms not otherwise defined herein shall have the meanings and definitions ascribed to such terms in the Application.

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11 cases; and the Court having jurisdiction to consider the Application and the relief requested therein in accordance with 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 it appearing to the Court that the said Application should be approved, it is, therefore, ORDERED that:

1. The Application is granted as set forth herein.

2. Pursuant to sections 328 and 1103 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule 2014-1, the Committee is authorized to employ and retain Province as financial advisor to the Committee effective as of December 14, 2020.

3. Province shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ cases as set forth in the

Application and in compliance with the applicable provisions of the Bankruptcy Code, the

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

4. Notwithstanding anything to the contrary in the Application or the Kim

Declaration, Province shall not seek reimbursement of any fees or costs arising from the defense of any of Province’s fee applications in these chapter 11 cases.

5. The Committee and Province are authorized and empowered to take all actions necessary to implement the relief granted in this Order.

6. The Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

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EXHIBIT B Declaration of Edward Kim

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

FRANCESCA’S HOLDINGS Case No. 20-13076 (BLS) CORPORATION, et al.,1 (Jointly Administered) Debtors.

DECLARATION OF EDWARD KIM IN SUPPORT OF APPLICATION FOR ENTRY OF AN ORDER PURSUANT TO 11 U.S.C. §§ 328(a) AND 1103 AUTHORIZING AND APPROVING THE EMPLOYMENT OF PROVINCE, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO DECEMBER 14, 2020

I, Edward Kim, declare under penalty of perjury pursuant to 28 U.S.C. § 1746 and pursuant to Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure and Rule 2014-1 of the Local Rules as follows:

1. I am a managing director with Province, LLC (“Province”), which is a financial advisory firm with its principal office located at 2360 Corporate Circle, Suite 330, Henderson,

Nevada 89074. Province also has offices in the Baltimore, Los Angeles and Miami metro areas. I am authorized to submit this Declaration in Support of the Application for Entry of an Order

Pursuant to 11 U.S.C. §§ 328(a) and 1103 Authorizing and Approving the Employment of

Province, LLC as Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro

Tunc to December 14, 2020 (the “Application”).

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2. Province’s vertical and horizontal corporate structure, including its parent entities, affiliates, and subsidiaries is as follows: Peter Kravitz, Paul Huygens and Paul Hamilton indirectly own all of the equity of Province, and Province’s sole subsidiary, which is wholly-owned, is SLTN

TRST, LLC, a California limited liability company; however, SLTN TRST, LLC (i) does not have any employees, (ii) does not have any connection to the Debtors or any person listed on the Entity

List (defined below), (iii) does not have any physical or electronic access to Province’s physical or electronically stored information; and (iv) will not be involved in this engagement and are not engaged to advise the Debtor or any party in interest in connection with these chapter 11 proceedings.

3. Neither I, Province, nor any employee thereof, insofar as I have been able to ascertain, has any connection with the Debtors, their creditors, or any other parties in interest herein, or their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee, except as set forth herein.

4. This Declaration is submitted pursuant to sections 328 and 1103 of Title 11 of the

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

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

Bankruptcy Rules of the United States Bankruptcy Court for the District of Delaware (the “Local

Bankruptcy Rules”) in support of the Application for the Entry of an Order Approving the

Retention of Province as Financial Advisor to the Official Committee of Unsecured Creditors (the

“Committee”), effective as of December 14, 2020.

5. In connection with its proposed retention by the Committee in these cases and in preparing this Declaration, Province used a set of procedures developed to ensure full compliance with the requirements of the Bankruptcy Code and the Federal and Local Bankruptcy Rules

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regarding the retention of professionals (the “Retention Procedures”). Pursuant to the Retention

Procedures, and under my direction and supervision, Province researched its client connections database, which includes all engagements that concluded within the past twenty-four (24) months, to determine whether it has relationships with any of the entities that were identified to Province as creditors or parties-in-interest in these Chapter 11 cases (the “Entity List”). To the extent such a search indicated that Province has a relationship with any of the entities on the Entity List, the identities of such entities and Province’s relationship with such entities is disclosed in the attached

Schedule 2.

i. Province sent an email questionnaire to each employee inquiring as to whether each employee or any member(s) of his or her household: owns any debt or equity securities of the Debtors or their non-debtor affiliates;

ii. holds a claim against or interest adverse to the Debtors or their non-debtor affiliates;

iii. is or was an officer, director, or employee of the Debtors or their non-debtor affiliates;

iv. is related to or has any connections to any Bankruptcy Judge in the United States Bankruptcy Court for the District of Delaware;

v. is related to or has any connections to anyone working in the Office of the United States Trustee for the District of Delaware;

vi. was an officer, director or employee of the Debtors within two year prior to the Petition Date; or

vii. has a connection with a party in interest listed on the Schedule 1 Master Conflicts List attached to the Declaration (“Schedule 1”).

6. Province received the following responses to the above inquiry, none of which affect Province’s disinterestedness or create an interest adverse to the Debtors:

i. Province employee Walter Bowser, who is a Director with Province, has an adult son that works as a Manager for KPMG, LLP, affiliates of which appear to be listed on Schedule 1; however, Mr. Bowser’s son does not work on Debtors’ matters, Mr. Bowser is not presently assigned to

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perform any work on this matter, and Mr. Bowser’s son is not a member of Mr. Bowser’s household.

7. Based on the result of that search and employee questionnaire, I have been able to ascertain after diligent inquiry, Province (i) does not represent any entity having an adverse interest in connection with these Chapter 11 cases and (ii) does not represent or hold an interest adverse to the interest of the Debtors or their estates with respect to the matters on which Province is to be employed. Moreover, Province and its sole subsidiary, SLTN TRST, LLC, are disinterested within the meaning of section 101(14) of the Bankruptcy Code, in that neither I, Province, nor any SLTN

TRST, LLC, nor any of their principals, employees (including those working on this engagement) or associates:

a. are creditors, equity security holders or insiders of the Debtors;

b. are or were within two years before the Petition Date, a director, officer or employee of the Debtors;

c. have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with or interest in the Debtors or for any other reason; or

d. hold any debt or equity securities of the Debtors.

8. As a part of Province’s financial advisory practice, Province’s clientele includes: debtors, creditors and other statutory committees, institutional creditors, asset purchasers, venture capitalists, secured parties, lessors, contract parties, equity holders, directors and officers, court- appointed fiduciaries, plan sponsors, indenture trustees, and bond insurers. The Debtors have numerous creditors and other parties-in-interest. Province may have in the past represented, and may presently or in the future represent or be deemed adverse to, creditors or parties-in-interest in addition to those specifically disclosed in Schedule 2 in matters unrelated to these Chapter 11 cases. Province believes that its representation of such creditors or other parties in such other

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matters has not affected and will not affect its representation of the Committee in these proceedings.

9. Except as otherwise set forth herein and in Schedule 2, insofar as I have been able to ascertain, the principals, associates and staff members of Province do not have any connection with the Debtors, the Debtors’ officers and directors, the Debtors’ creditors, the Debtors’ equity security holders and other known parties-in-interests or their respective professionals.

10. To the best of my knowledge, information and belief formed after reasonable inquiry, neither I, nor any principal, associate or staff member of Province, insofar as I have been able to ascertain, is related to the bankruptcy judge assigned to the above-captioned Chapter 11 cases.

11. To the best of my knowledge, information and belief formed after reasonable inquiry, neither I, nor any principal, associate or staff member of Province, insofar as I have been able to ascertain, has a connection to the United States Trustee or any person employed in the office of the United States Trustee.

12. Despite the substantial efforts described above to identify and disclose potential conflicts and connections with parties-in-interest in these cases, neither I nor Province is able to conclusively identify all potential relationships or state with absolute certainty that every client representation or other connection of Province has been disclosed. To the extent Province discovers any facts or additional information during the period of Province’s retention that requires disclosure, Province will supplement this Declaration to disclose such information.

13. Province has neither received any retainer from the Debtors nor Committee nor any payment, nor has it received any promise of payment, during the one-year period prior to the filing

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of the Debtors’ petition. No compensation has been paid or promised to be paid from a source other than the Debtors’ estates in these chapter 11 cases. No promises have been received by

Province nor by any advisors or attorneys thereof as to compensation in connection with these chapter 11 cases other than in accordance with the provisions of the Bankruptcy Code. Province has no agreement with any other entity to share with such entity any compensation received by the

Firm in connection with these chapter 11 cases, except among employees of Province. Neither the

Committee nor its members (or any of their representatives) are or will be liable for fees or costs incurred by Province in its representation of the Committee.

14. Province intends to apply for compensation for professional services rendered in connection with these chapter 11 cases subject to approval of this Court as stated in the

Application, and in compliance with applicable provisions of the Bankruptcy Code, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by Province.

15. Province’s standard hourly rates are:

16. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Province intends to provide notice to the Debtors, the Committee, and the U.S. Trustee before implementing any increases in Province’s rates for professionals working on these chapter 11 cases.

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17. In addition to the fees described above, Province will bill for all out-of-pocket expenses reasonably incurred by Province in connection with the matters contemplated by this

Agreement.

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

Dated: January 8, 2021

By: /s/ Edward Kim Edward Kim, Managing Director

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Schedule 1 Conflicts Search List

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POTENTIAL PARTIES IN INTEREST

PREPETITION AND DIP LENDERS/ AGENTS/ UCC-1 PARTIES

JPMORGAN CHASE BANK, N.A. KONICA MINOLTA PREMIER FINANCE TIGER FINANCE, LLC WALT DISNEY PARKS AND RESORTS U.S., INC. WELLS FARGO BANK, N.A.

DEBTORS

FRANCESCA’S HOLDINGS CORPORATION FRANCESCA’S LLC FRANCESCA’S COLLECTIONS, INC. FRANCESCA’S SERVICES CORPORATION

TOP 30 UNSECURED CREDITORS

3B INTERNATIONAL LLC ACCESSORIES HOUSE NY, LLC ANA ACCESSORIES CORPORATION ARC TEXTILES INC ASHA DESIGN LLC ATHRA NJ, INC. DEE ELLE DESIRE PATH MISSISSIPPI ESUNG NEW YORK, LLC FANTAS EYES, INC GEORGETOWN ONE, LLC JAINSONS INTERNATIONAL, INC. JOLIE CLOTHING, INC. JOSEPH D. AREZZO, INC KIBO SOFTWARE INC. MAGEE V. FRANCESCA'S HOLDING CORP MUCH TOO MUCH NATIONAL PROJECT MANAGEMENT OCCASIONALLY MADE OULLETTE V. FRANCESCA'S COLLECTIONS INC OZ JEWELRY CORP PREMIUM OUTLET PARTNERS, L.P. RYMSBRAN CONTINENTAL CORP SHANTEX GROUP LLC SIMON PROPERTY GROUP (TEXAS), L.P TANGER PROPERTIES LIMITED PARTNERSHIP TRIPLE7GLOBAL, INC TRIXXI CLOTHING COMPANY VALJEAN INTERNATIONAL, INC.

EQUITY HOLDERS

ACADIAN ASSET MANAGEMENT LLC ANCORA FAMILY WEALTH ADVISORS LLC BLACKROCK FUND ADVISORS

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BLACKSTONE ALTERNATIVE INVESTMENT ADVISORS LLC BOFA SECURITIES, INC. BRIDGEWAY CAPITAL MANAGEMENT, INC. CHARLES SCHWAB INVESTMENT MANAGEMENT, INC. CITIGROUP GLOBAL MARKETS, INC. (INVESTMENT MANAGEMENT) CROSS RIVER MANAGEMENT LLC DIMENSIONAL FUND ADVISORS LP FEDERATED MDTA LLC GEODE CAPITAL MANAGEMENT LLC GOLDMAN SACHS & CO. LLC (PRIVATE BANKING) GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL GROUP ONE TRADING LP GVC GAESCO GESTION SGIIC SA INVESCO CAPITAL MANAGEMENT LLC INVESTORS RESEARCH CORP. ISZO CAPITAL MANAGEMENT LP MILLBURN RIDGEFIELD CORP. MILLENNIUM MANAGEMENT LLC MORGAN STANLEY & CO. NORTHERN TRUST INVESTMENTS, INC. (INVESTMENT MANAGEMENT) OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM PNC BANK, NA (INVESTMENT MANAGEMENT) PRESCOTT GROUP CAPITAL MANAGEMENT LLC RBC DOMINION SECURITIES, INC. SOLAS CAPITAL MANAGEMENT LLC THE VANGUARD GROUP, INC. TOWER RESEARCH CAPITAL LLC VANGUARD GLOBAL ADVISERS LLC VIRTU FINANCIAL BD LLC

LEGAL AND OTHER PROFESSIONAL ADVISORS

A&G REALTY PARTNERS, LLC BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO FTI CAPITAL ADVISORS, LLC O'MELVENY & MYERS LLP RICHARDS, LAYTON & FINGER P.A.

US TRUSTEE PROFESSIONALS AND JUDGES

ATTIX, LAUREN BUCHBINDER, DAVID CASEY, LINDA COOKE, DENIS COX, NATALIE DEANGELIS, ROBERTA A. DICE, HOLLY DORTCH, SHAKIMA L. FOX, TIMOTHY J. GIORDANO, DIANE GREEN, CHRISTINE HACKMAN, BENJAMIN HECK, JEFFERY JONES, NYANQUOI JUDGE ASHELY M. CHAN JUDGE BRENDAN L. SHANNON JUDGE CHRISTOPHER S. SONTCHI JUDGE JOHN T. DORSEY JUDGE KAREN B. OWENS JUDGE LAURIE SELBER SILVERSTEIN

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JUDGE MARY F. WALRATH KENNEY, MARK LEAMY, JANE MCCOLLUM, HANNAH MCMAHON, JOSEPH O’MALLEY, JAMES R. PANACIO, MICHAEL RICHENDERFER, LINDA SARKESSIAN, JULIET SCHANNE, JOHN SCHEPACARTER, RICHARD SERRANO, EDITH SIERRA, ROSA STARR, KAREN TINKER, T. PATRICK VARA, ANDREW R. VILLAGRANA, DAVID VINSON, RAMONA WYNN, DION

DIRECTORS AND OFFICERS

BENDER, PATRICIA BLESER, PHILIP CLARKE, ANDREW EMMETT, RICH MCGALLA, SUSAN O’LEARY, JOSEPH REDGRAVE, MARTYN TAYLOR, VICTORIA THOMASSEE, CINDY TOULANTIS, MARIE

LANDLORDS

108 NORTH STATE STREET OWNER, LLC 168TH AND DODGE, L.P. 2200 NORTH MAPLE AVENUE - 10071280 LLC 2547 BRINDLE DRIVE REAL ESTATE, LLC 3333, L.L.C. 3341 SOUTH LINDEN ROAD HOLDINGS, LLC 338 KING STREET LLC ACADIANA MALL LLC AEW CAPITAL MANAGEMENT, LP ALBERTA DEVELOPMENT PARTNERS, LLC ALDERWOOD MALL ALGONQUIN COMMONS ALTAMONTE MALL AMERICAN NATIONAL INSURANCE COMPANY AMERICAN UNITED LIFE INSURANCE COMPANY AMERISHOP SUBURBAN, LP ANDRE AND ELKE PARRA ANNAPOLIS MALL LIMITED PARTNERSHIP APACHE MALL ARBORETUM MALL OWNER LLC ARDEN FAIR ASSOCIATES, L.P ARNALL GOLDEN GREGORY ARUNDEL MILLS LIMITED PARTNERSHIP ASHEVILLE RETAIL ASSOCIATES LLC ASPEN GRF2, LLC ASPEN GROVE

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ASPEN PLACE ATLANTA OUTLET SHOPPES, LLC ATLANTIC CITY ASSOCIATES, LLC AUGUSTA MALL AVALON MANAGEMENT BALTIMORE CENTER ASSOCIATES LIMITED PARTNERSHIP BARCLAYS BANK PLC BAREFOOT LANDING COMMERCIAL, LLC BATTLEFIELD MALL, LLC BAYBROOK MALL BAYER RETAIL COMPANY IV, L.L.C. BAYSHORE BAYSHORE SHOPPING CENTER PROPERTY OWNER LLC BEACHCLIFF MARKET LLC BEACHWOOD PLACE BEL AIRE PLAZA, LLC BELDEN MALL, LLC BELL TOWER SHOPS LLC BELLWETHER PROPERTIES OF MASSACHUSETTS LIMITED PARTNERSHIP BELLWETHER PROPERTIES OF SOUTH CAROLINA, LIMITED PARTNERSHIP BELMAR MAINSTREET HOLDINGS I, LLC BERENBAUM WEINSHIENK PC BERENSON FREEPORT ASSOCIATES LLC BF OWNER, L.L.C. BIRCH RUN OUTLETS II L.L.C. BLACKHAWK PLAZA BLANCHARD AND CALHOUN COMMERCIAL BLOOMFIELD HOLDINGS, LLC BLUEGRASS OUTLET SHOPPES CMBS, LLC BOISE MALL, LLC BOISE TOWNE SQUARE BPC HENDERSON, LLC BRAINTREE PROPERTY ASSOCIATES LIMITED PARTNERSHIP BRANSON LANDING BRE THRONE PRESTON PARK LLC BRIARWOOD LLC BRIDGEWATER COMMONS BROOKFIELD CORNERS LLC BROWNSTEIN HYATT FARBER SCHRECK, LLP BRVC OWNER, LLC BV CENTERCAL, LLC BVA AVENUE SPE LLC CAFARO MANAGEMENT COMPANY CAROLINA PLACE CAROUSEL CENTER COMPANY L.P CAROUSEL MANAGEMENT COMPANY, LLC CASANDRA PROPERTIES, INC. CASSIDY TURLEY CRE, INC. CASTO-OAKRIDGE VENTURE, LTD. CAUSEWAY LLC CBL - SHOPS AT FRIENDLY, LLC CBL & ASSOCIATES MANAGEMENT, INC. CBL & ASSOCIATES PROPERTIES, INC. CBL RM-WACO, LLC CBRE GLOBAL INVESTORS, LLC CBRE, INC. CENTERCAL PROPERTIES CENTRO WEST PARK LLC WEST PARK MALL CENTURY CITY MALL, LLC CH REALTY VII/R NOVA PROMENADE, L.L.C. CH SHOPPES LLC CHAMPAIGN MARKET PLACE L.L.C.

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CHARLESTON TOWN CENTER CHELSEA LIMERICK HOLDINGS, LLC CHELSEA POCONO FINANCE, LLC CHERRY HILL CENTER, LLC CHESTNUT HILL SQUARE LLC CHICAGO PREMIUM OUTLETS CHICO MALL CHRISTIANA MALL CINCINNATI PREMIUM OUTLETS, LLC CIRCLE CENTRE MALL LLC CITRUS PARK VENTURE LIMITED PARTNERSHIP CITYPLACE RETAIL, L.L.C. CLACKAMAS MALL L.L.C. CLACKAMAS TOWN CENTER COASTAL PROPERTY MANAGEMENT COASTLAND CENTER COCONUT POINT TOWN CENTER, LLC COLE GP COLIGNY PLAZA LIMITED PARTNERSHIP COLORADO MILLS MALL LIMITED PARTNERSHIP COLUMBIA CAMERON VILLAGE, LLC COLUMBIA MALL L.L.C. COLUMBIANA CENTRE COLUMBUS OUTLETS, LLC CONWAY DEVCO DE, L.L.C. COOLSPRINGS MALL, LLC CORAL RIDGE MALL CORAL-CS/LTD. ASSOCIATES CORPUS CHRISTI RETAIL VENTURES LP COUNTRY CLUB PLAZA JV LLC COUNTRYSIDE MALL LLC CP COMMERCIAL DELAWARE, LLC CP VENTURE FIVE - AWC LLC CPG PARTNERS, L.P. CPT PEACHTREE FORUM I, LLC CPT SHOPS AT ROSSMOOR, LLC CR MOUNT PLEASANT, LLC CRAIG REALTY GROUP - CASTLE ROCK, LLC CRESTVIEW HILLS TOWN CENTER CROSSGATES MALL COMPANY NEWCO LLC CROSSROADS CENTER (MN) CSHV HCG RETAIL, LLC CT CORPORATION SYSTEM CVM HOLDINGS, LLC DAN CHAMBERS DANBURY MALL, LLC DANIA LIVE 1748 II, LLC DASPIN & AUMENT, LLP DAVID J. TRACY, ESQ. DDR ASPEN GROVE LIFESTYLE CENTER PROPERTIES, LLC DDR DB STONE OAK LP REALTY CORPORATION DDR DEER PARK TOWN CENTER LLC DDRTC BIRKDALE VILLAGE LLC DEERBROOK MALL DEL AMO FASHION CENTER OPERATING COMPANY, L.L.C. DENVER PAVILIONS OWNERCO, LLC DENVILLE UNION HILL, L.L.C. DESTIN COMMONS, LTD DINSMORE & SHOHL LLP DLA PIPER US LLP DOMAIN NORTHSIDE RETAIL PROPERTY OWNER LP

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DTPS B-2, LLC DUESENBERG INVESTMENT COMPANY, LLC DWYER, DWYER & CAMBRE EASTON TOWN CENTER LLC EASTVIEW MALL, LLC EDEN PRAIRIE CENTER EDWARDS REALTY COMPANY EFC CAPITAL, INC. EKLECCO NEWCO LLC ELMWAL ASSOCIATES, LLC ERIC BERLINER, ESQ. ESKRIDGE (E&A), LLC ETHAN CONRAD PROPERTIES EVERGREEN WALK LIFESTYLE CENTER, LLC EWH ESCONDIDO ASSOCIATES, L.P. FASHION CENTRE ASSOCIATES, LLC FASHION OUTLETS LLC FASHION OUTLETS OF CHICAGO LLC FASHION VALLEY MALL, LLC FAYETTE MALL SPE, LLC C/O CBL & ASSOCIATES, INC. FC YONKERS ASSOCIATES, LLC FEDERAL REALTY INVESTMENT TRUST FHR MAIN RETAIL CENTER, LLC FIRST COLONY MALL FLORIDA MALL ASSOCIATES, LTD. FOLEY & LARDNER LLP FORBES/COHEN FLORIDA PROPERTIES LIMITED PARTNERSHIP FOREST CITY FORSYTH OWNER 1, LP FORT SMITH MALL REALTY LLC FOX RIVER MALL FOX RUN MALL, LLC FRANKLIN PARK MALL FREEMALL ASSOCIATES, LLC FSH ASSOCIATES, LP FUCHS & ROSELLI, LTD. G&I VI PROMENADE, LLC G&I VII RETAIL CARRIAGE LLC GALLERIA AT TYLER GALLERIA AT WOLFCHASE, LLC GARDEN CITY CENTER GARDEN CITY OWNER LLC GART PROPERTIES LLC GEENEN DEKOCK PROPERTIES, LLC GENESEE VALLEY CENTER GFP-BELMAR, LLC GGP - PROVIDENCE PLACE LLC GGP NORTHRIDGE FASHION CENTER, LP GGP STATEN ISLAND MALL, LLC GGP-GRANDVILLE L.L.C. GGP-MAINE MALL L.L.C. GGP-OTAY RANCH,L.P GILROY PREMIUM OUTLETS GLADE LIFESTYLE, LLC GLENBROOK SQUARE GLIMCHER MJC, LLC GLOBAL REAL ESTATE GOULSTON & STORRS, P.C. GOVERNOR'S SQUARE GPF LUBBOCK ASSOCIATES LIMITED PARTNERSHIP GPT-LONGMEADOW, LLC GRAND PRAIRIE OUTLETS, LLC

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GRAND TRAVERSE MALL, LLC GREENE TOWN CENTER LLC GREENVILLE CENTER ASSOCIATES LLC GREENWOOD MALL GREGORY T. MALONEY, RECEIVER - KITSAP MALL GROSSBERG, YOCHELSON, FOX & BEYDA, LLP GROVE CITY FACTORY SHOPS LIMITED PARTNERSHIP GRUBB & ELLIS NEW MEXICO GULF COAST FACTORY SHOPS LIMITED PARTNERSHIP H.G. HILL REALTY COMPANY, LLC HAMILTON MALL REALTY LLC HAMILTON TOWN CENTER, LLC HAP PROPERTY OWNER, L.P. HART TC I-III, LLC HARTMAN SIMONS & WOOD LLP HAUTE CITY CENTER HC BRENTWOOD UNIT A, LLC HCW PRIVATE DEVELOPMENT, LLC HENRY HORN & SONS INCORPORATED HENRY S. MILLER REALTY MANAGEMENT, LLC HG GALLERIA, LLC HGREIT IIO EDMONSON ROAD LLC HIGHLAND COURT OXFORD, LLC HIGHLAND VILLAGE HOLDING, INC HILL MANAGEMENT SERVICES, INC. HINES INTERESTS LIMITED PARTNERSHIP HINKLE ELKOURI LAW FIRM L.L.C. HISTORIC THIRD WARD DEVELOPMENT, LLC HOCKER OXMOOR, LLC HONEY CREEK INVESTMENTS, LLC HOOVER MALL LIMITED, LLC HSC HOLDINGS, LLC HUDSON VILLAGE DEVELOPMENT COMPANY, LLC HULEN MALL HULL STOREY RETAIL GROUP, LLC HUNT UPTOWN, LLC HUNTINGTON MALL COMPANY IMI HUNTSVILLE, LLC IMI MSW LLC IMI MSW, LLC INLAND NATIONAL REAL ESTATE SERVICES, LLC INVENTRUST PROPERTY MANAGEMENT, LLC INWOOD VILLAGE JACKSONVILLE AVENUES LIMITED PARTNERSHIP JEFFERSON NAPERVILLE, LLC JG ELIZABETH II, LLC JIM R. SMITH JONES LANG LASALLE AMERICAS INC. JORDAN CREEK TOWN CENTER JRA HHF VENTURE, LLC KALAMAZOO MALL LLC KENNEDY MALL, LTD. KENTUCKY OAKS MALL COMPANY KENWOOD MALL L.L.C. KENWOOD TOWNE CENTRE OH KEYSTONE PROPERTY HOLDING CORP. KHEDR BELMONT SHORES LLC KILLEEN MALL KING & SPALDING LLP KITCHENS KELLEY GAYNES, P.C. KITSAP MALL KRE BROADWAY OWNER LLC

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L&B DEPP INWOOD VILLAGE, L.P. LA CANTERA RETAIL LIMITED PARTNERSHIP LAKELINE DEVELOPERS LAW OFFICES OF DAVID SKRILOW LEAWOOD TCP, LLC LEGACY PLACE PROPERTIES LLC LEVINE INVESTMENTS, LP LEVIS COMMONS, LLC LIBERTY CENTER LIVERMORE PREMIUM OUTLETS, LLC LPF GENEVA COMMONS, LLC LYNNHAVEN MALL MACARTHUR SHOPPING CENTER MACERICH MANAGEMENT COMPANY MADISON MARQUETTE BELL TOWER SHOPS, LLC MADISON MARQUETTE RETAIL SERVICES MALL AT GREAT LAKES, LLC MALL AT LIMA, LLC MALL AT MIAMI INTERNATIONAL, LLC MALL AT POTOMAC MILLS, LLC MALL AT ROCKINGHAM, LLC MALL AT SMITH HAVEN, LLC MALL AT SOLOMON POND, LLC MALL AT SUMMIT, LLC MALL AT WHITE OAKS, LLC MALL OF ABILENE MALL OF GEORGIA, LLC MALL OF LOUISIANA MALL ST. VINCENT, LLC MANHATTAN VILLAGE MARK BRODY MARKET PLACE SHOPPING CENTER MARKETSTREET LYNNFIELD MASHPEE COMMONS II, LLC MAYFAIR MALL MAYFLOWER CAPE COD, LLC MCA PROMENADE OWNER LLC MDN DEVELOPMENT, INC. MEADOWBROOK ASSOCIATES LLC MEADOWOOD MALL LLC MERIDEN REALTY LLC MERIDIAN CENTERCAL, LLC MERRICK PARK, LLC MERRIMACK PREMIUM OUTLETS METROPOLIS LIFESTYLE CENTER, LLC MICHAEL, LEVITT & RUBENSTEIN LLC MIRACLE TALLAHASSEE, LLC MIROMAR DEVELOPMENT CORPORATION MIROMAR OUTLET WEST, LLC MISSION VALLEY SHOPPINGTOWN LLC MISSION VIEJO ASSOCIATES, L.P. MIZNER PARK MOAC MALL HOLDINGS LLC MONTGOMERY MALL MOODY LAW GROUP, PLLC MP SHOPS AT HIGHLAND VILLAGE LLC MS MANAGEMENT ASSOCIATES INC. MSH76LLC NATICK MALL NATICK MALL, LLC NED ALTOONA LLC NED MANAGEMENT LIMITED PARTNERSHIP

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NEWPARK MALL NORFOLK PREMIUM OUTLETS, LLC NORTH AMERICAN PROPERTIES NORTH POINT MALL NORTHBROOK COURT NORTHLAKE MALL NORTHWOOD INVESTORS NORTHWOOD PL A L.P. NORTHWOOD RETAIL LLC NP/I&G EASTCHASE PROPERTY OWNER, LLC NW ARKANSAS MALL REALTY LLC NW BLAKENEY RETAIL LLC OAK PARK MALL OAKBROOK SHOPPING CENTER OAKRIDGE MALL LP OAKS MALL, LLC OAKWOOD MALL OKC CLASSEN CURVE, LLC OLD ORCHARD URBAN LIMITED PARTNERSHIP OMAHA OUTLETS SPE, LLC ONTARIO MILLS LIMITED PARTNERSHIP OPRY MILLS MALL LIMITED PARTNERSHIP ORLAND, L.P ORLANDO INTERNATIONAL PREMIUM OUTLETS OTAY RANCH TOWN CENTER OUTLET MALL OF SAVANNAH, LLC OUTLETS AT TRAVERSE MOUNTAIN, LLC OUTLETS AT WESTGATE, LLC OXMOOR CENTER PARAMUS PARK PARK CITY CENTER PARK MEADOWS MALL PARKER, HUDSON, RAINER & DOBBS LLP PARTNERS MALL ABILENE LLC PASEO NUEVO MANAGEMENT, LLC PASEO NUEVO SHOPPING MALL PATTERSON PROPERTIES, INC. PC GROUP RETAIL PECAN MALL PECANLAND MALL LLC PECKHAM PROPERTIES, INC. PEMBROKE LAKES MALL PENN ROSS JOINT VENTURE PENN SQUARE MALL LIMITED PARTNERSHIP PERKINS COLE LLP PERKINS ROWE PETERSON MANAGEMENT, LC PFP COLUMBUS, LLC PGIM REAL ESTATE PHEASANT LANE REALTY TRUST PIER PARK, LLC PINNACLE HILLS PINNACLE NORTH IV, LLC POAG SHOPPING CENTERS, LLC POUGHKEEPSIE GALLERIA, LLC PPF RTL ROSEDALE SHOPPING CENTER, LLC PR 150 ROOSEVELT SHOPS LLC PR AVALON PHASE I OWNER, LLC PR CAPITAL CITY LIMITED PARTNERSHIP PR EXTON SQUARE PROPERTY L.P. PR II LACENTERRA, LP PR PATRICK HENRY LLC

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PR SPRINGFIELD TOWN CENTER LLC PR VALLEY LIMITED PARTNERSHIP PR WOODLAND LIMITED PARTNERSHIP PRIME OUTLETS AT PLEASANT PRAIRIE LLC PROPERTIES OF HISTORIC CHARLESTON, LLC PROVIDENCE PLACE PROVIDENCE RETAIL LLC PRUDENTIAL REAL ESTATE INVESTORS PUEBLO MALL PYRAMID MANAGEMENT GROUP, LLC R & B UNIVERSITY VILLAGE, LTD. R.K. GETTY CORP. RAMANUJAN GROUP, LLC RANGER H-TX LP RANI MANAGEMENT LLC RB SCHERERVILLE CROSSINGS, LLC RB-3 ASSOCIATES REGENCY CENTERS CORP REINHART BOERNER VAN DEUREN S.C. RENAISSANCE AT COLONY PARK, LLC RENAISSANCE PARTNERS I, LLC RESTON TOWN CENTER RETAIL REAL ESTATE CONSULTANTS REVENUE PROPERTIES SOUTHLAND LIMITED PARTNERSHIP RIDGEDALE CENTER RIMROCK MALL RIMROCK OWNER, L.P. RIVER HILLS MALL RIVERCHASE GALLERIA RIVERSIDE SQUARE LIMITED PARTNERSHIP RIVERTOWN CROSSINGS RIVERWALK MARKETPLACE (NEW ORLEANS), LLC ROBERT A. CRISANTI, ESQUIRE ROBINSON MALL ASSOCIATES, LLC ROCKAWAY CENTER ASSOCIATES ROGER J. HYMEN ROLLING OAKS MALL, LLC ROUND ROCK PREMIUM OUTLETS, L.P. ROUTE 140 SCHOOL STREET, LLC RPAI SAN ANTONIO HUEBNER OAKS LIMITED PARTNERSHIP RPAI US MANAGEMENT LLC RPI BEL AIR MALL, LLC RPI CARLSBAD, L.P. RPI CHESTERFIELD LLC RPI TURTLE CREEK MALL, LLC RPT REALTY RREEF MANAGEMENT L.L.C. DEUTSCHE ASSET MANAGEMENT S.B. ANDREWS COMPANY LLC SAINT LOUIS GALLERIA SAMANTHA WARREN SANGERTOWN SQUARE L.L.C. SANTA ANITA SHOPPINGTOWN LP SANTA FE MALL PROPERTY OWNER LLC SANTA FE PLACE SARA PECK LIMITED FAMILY PARTNERSHIP SAUL SUBSIDIARY I LIMITED PARTNERSHIP SC PLAZA, L.L.C. SCOTTSDALE FASHION SQUARE LLC SHOPPES AT RIVER CROSSING, LLC SHOPPING CENTER ASSOCIATES SHOPS AT MERRICK PARK SHOPS AT SOMERSET SQUARE, LLC

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SHOPS AT ST. JOHNS, LLC SHORT PUMP TOWN CENTER, LLC SIKES SENTER, LLC SILVER SANDS GL I, LLC SIMON CAPITAL LIMITED PARTNERSHIP SIMON/CHELSEA LAS VEGAS DEVELOPMENT, LLC SIMON/PREIT GLOUCESTER DEVELOPMENT, LLC SINGERMAN REAL ESTATE, LLC SM EASTLAND MALL, LLC SOCM I LLC SOMERSET COLLECTION LIMITED PARTNERSHIP SOONER MALL SOUTH HILLS VILLAGE ASSOCIATES, L.P. SOUTHDALE LIMITED PARTNERSHIP SOUTHERN HILLS MALL SOUTHERN PARK MALL, LLC SOUTHGATE MALL SOUTHGLENN PROPERTY HOLDINGS, LLC SOUTHLAKE INDIANA LLC SOUTHLAND CENTER, LLC SOUTHLANDS TC LLC SOUTHPOINT MALL, LLC SOUTHPOINTE PAVILIONS SHOPPING CENTER SOUTHRIDGE LIMITED PARTNERSHIP SOUTHWEST PLAZA SP5 ATLANTIC RETAIL VENTURES, LLC SPG PRIEN, LLC SPINOSO REAL ESTATE GROUP SPOTSYLVANIA MALL COMPANY SPRINGFIELD TOWN CENTER MANAGEMENT OFFICE SRMF TOWN SQUARE OWNER LLC SRP PROPERTY MANAGEMENT, LLC ST. CLOUD MALL L.L.C. ST. GEORGE OUTLET DEVELOPMENT LLC STARBUCK CAPITAL II, L.L.C. AND OX POND CAPITAL, L.L.C. STAR-WEST LOUIS JOLIET, LLC STARWOOD RETAIL PROPERTY MANAGEMENT, LLC STATION PARK CENTERCAL, LLC STONEBRIAR CENTRE STONEBRIAR MALL, LLC STONERIDGE PROPERTIES LLC STONESTOWN GALLERIA STRATEGIC LEASING LAW GROUP SUNBELT MANAGEMENT COMPANY SUNBELT STORES, INC. SUNRISE MALL LLC SY CASA PALOMA LLC TACOMA MALL PARTNERSHIP TAFT STETTINIUS & HOLLISTER LLP TANGER MANAGEMENT, LLC THE ARBORETUM OF SOUTH BARRINGTON THE CLINTON EXCHANGE THE CROSSROADS (MI) THE FALLS SHOPPING CENTER ASSOCIATES LLC THE GALLERY AT HARBORPLACE THE HAWTHORNE BUILDINGS, LLC THE IRVINE COMPANY LLC THE LONGMEADOW SHOPS THE MAINE MALL THE MALL AT PARTRIDGE CREEK THE MALL AT WELLINGTON GREEN THE MALL IN COLUMBIA

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THE MARION PLAZA, INC. THE MARKET COMMON THE OAKS MALL THE PROMENADE AT BOLINGBROOK THE PROMENADE SHOPS AT BRIARGATE THE PRUDENTIAL INSURANCE COMPANY OF AMERICA THE SHOPPES AT GRAND PRAIRIE THE SHOPS AT LA CANTERA THE SHOPS AT LEGACY MANAGEMENT LLC THE SHOPS AT SUMMERLIN NORTH, LP THE STREETS AT SOUTHPOINT THE TOWN CENTER AT BOCA RATON TRUST THE WOODMONT COMPANY TKG MANAGEMENT, INC. TM NORTHLAKE MALL, L.P. TMC MISSION LLC & JCC MISSION, LLC TOCU XIV LLC TOWN & COUNTRY PARTNERSHIP TOWN CENTER AT COBB, LLC TOWN SQUARE VENTURES, L.P. TOWSON TOWN CENTER TRADEMARK PROPERTY COMPANY TREASURE COAST-JCP ASSOCIATES, LTD. TRIGILD, INC TROPICANA CASINO AND RESORT TRUMBULL SHOPPING CENTER TSO VERO BEACH, LP TSW 2015 LLC TUTTLE CROSSING ASSOCIATES II LLC TWC CHANDLER LLC TWC TUCSON, LLC TWELVE OAKS MALL, LLC TWMB ASSOCIATES, LLC TYLER MALL LIMITED PARTNERSHIP TYSONS CORNER HOLDINGS LLC UBS REALTY INVESTORS LLC UNIVERSAL CITYWALK UNIVERSAL STUDIOS HOLLYWOOD UNIVERSITY PARK MALL, L UNIVERSITY PLACE SPE L.L.C. UPV GLIMCHER, LP URBANCAL MANHATTAN TOWN CENTER, LLC USPG PORTFOLIO TWO, LLC UTC VENTURE LLC VALENCIA TOWN CENTER VENTURE, L.P. VALLEY HILLS MALL L.L.C. VALLEY PLAZA MALL, LP VALLEY SQUARE OWNER, LLC VESTAR GREEN VALLEY, LLC VESTAR PROPERTIES, INC. VESTAR PROPERTY MANAGEMENT VF MALL LLC VICTORIA MALL, LP VISALIA MALL W/S PEAK CANTON PROPERTIES, LLC W/S/M HINGHAM PROPERTIES LLC WALT WHITMAN MALL, LLC WALTON FOOTHILLS HOLDINGS VI, L.L.C. WARREN B. DUCKETT, III, ESQ. MULRENINFRANCES, P.A. WASHINGTON PRIME MANAGEMENT ASSOCIATES, LLC WASHINGTONIAN ASSOCIATES L.C.

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WATER TOWER PLACE WATTERS CREEK OWNER, LLC WEA SOUTHCENTER LLC WEINGARTEN REALTY INVESTORS WELLS FARGO COMMERCIAL MORTGAGE SERVICING WENDY THOMPSON WEST COUNTY MALL CMBS, LLC WEST TOWN MALL, LLC WEST VILLAGE 2004 PO LIMITED PARTNERSHIP WESTCOAST ESTATES WESTCOR SANTAN VILLAGE LLC WESTGATE MALL REALTY LLC WESTLAND GARDEN STATE PLAZA LIMITED PARTNERSHIP WESTROADS MALL WG PARK, L.P. WHITE MARSH MALL WHITESTONE REIT WILLOWBROOK MALL, LLC WILSON CANAL PLACE II, LLC WIREGRASS REALTY LLC W-LD LEGENDS OWNER VII, LLC WOODBRIDGE CENTER WOODBURN PREMIUM OUTLETS WOODFIELD MALL LLC WOODHOLME PROPERTIES LIMITED PARTNERSHIP WOODLAND HILLS MALL, LLC WS TICE'S CORNER MARKETPLACE L.L.C. WS/TAMPA OWNER LLC YORK PROPERTIES, INC. YTC MALL OWNER, LLC YTC MANAGEMENT, LLC

UTILITY PROVIDERS

AT&T ALABAMA POWER ALLIANT ENERGY AMEREN AMERICAN WATER APS ATLANTIC CITY ELECTRIC ATMOS ENERGY AVISTA BGE CENTRAL MAINE POWER CENTURYLINK CITY OF AUSTIN CITY OF CHARLOTTESVILLE COMCAST CONEDISON CONNECTICUT LIGHT & POWER CONSTELLATION NEW ENERGY INC CONSUMERS ENERGY COX BUSINESS CPS ENERGY DELMARVA POWER DOMINION VIRGINIA POWER DUKE ENERGY DYNEGY ENERGY SERVICES EASTON TOWN CENTER II LLC EMPIRE DISTRICT ENTERGY

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EVERSOURCE FLORIDA POWER & LIGHT CO. FRONTIER GC PIVOTAL LLC GEORGIA POWER GRANITE TELECOMMUNICATIONS GULF POWER IEM INC INTERNATIONAL ENVIRONMENTAL MA JERSEY CENTRAL POWER & LIGHT KANSAS CITY POWER & LIGHT KCMO WATER SERVICES DEPT. KETER ENVIRONMENTAL SERVICES KU LG&E LIPA MUZAK LLC NATIONAL GRID NICOR GAS NV ENERGY OG&E OHIO EDISON OMAHA PUBLIC POWER DISTRICT PALMETTO ELECTRIC COOPERATIVE PECO PENN POWER PEPCO PG&E PMLP PPL ELECTRIC UTILITIES PREMIERE GLOBAL SERVICE PSE&G PUGET SOUND ENERGY RECYCLING & WASTE RELIANT ENERGY REPUBLIC SERVICES SAN DIEGO GAS & ELECTRIC SANTEE COOPER SCE&G SOUTHERN CALIFORNIA EDISON STARTEK POWER TAMPA ELECTRIC THE ILLUMINATING CO. THE O'KEEFE GROUP INC THE UNITED ILLUMINATING CO. WASTE MANAGEMENT WE ENERGIES WM CORPORATE SERVICES, INC XCEL ENERGY

OTHER POTENTIAL PARTIES IN INTEREST (SIGNIFICANT VENDORS, LITIGATION PARTIES, POTENTIAL PURCHASERS)

1143 CONNECTICUT ,LLC 26 INTERNATIONAL, INC. 338A KING STREET LLC ABDINOOR, ISSAC ACCESSORIES DIRECT INTERNATIO ACCOUNTEMPS ACCUDATA SYSTEMS, INC

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ADP, INC. AEGEAN APPAREL AETNA INC AFCO CREDIT CORPORATION AGE GROUP LTD AGILONE INC. AHMAD ZAVITSANOS ANAIPAKOS AKAMAI TECHNOLOGIES INC. ALABAMA DEPT OF REVENUE ALDERWOOD MALL LLC ALVAREZ & MARSAL HOLDING, LLC AMERICAN ASSETS TRUST, LP AMERICAN FASHION ACCESSORIES ANDRE & ELKE PARRA ANN HARRIS BENNETT ANN PAGE ANNAPOLIS MALL LP ARBIEN JEWELRY CORP ARCHITECTURAL GRAPHICS INC ARDEN FAIR MALL ARENT FOX ARIEL JANITORIAL SERVICE, INC. ARIZONA DEPT OF REVENUE ARKANSAS DEPT OF FIN. & ADMIN. ARLINGTON SPECIALTIES, INC ARTITALIA GROUP ARUNDEL MILLS, LP AT LAST SPORTSWEAR, INC ATN HOLDINGS AVANT JEWELRY INC. AVENUES MALL LLC AVID FLOOR MAINTENANCE, INC. BALLET JEWELLS LLC BAN.DO BANZAI L.A. BATES, CHARLES BATH THERAPY CO BEKKA FASHION INC BELLA & COMPANY BEYOND INC. BIZZ, INC. BLOOMREACH, INC. BLUE AMBROSIA, INC BO B K DESIGNS CORP. BOSTON BARRICADE COMPANY, INC. BOULEVARD INVEST LLC BRAND HEAD QUARTERS BRANDON THOMAS CO. LTD. BUNZL RETAIL LLC BUSH, AMBER BUYER RETAIL COMPANY IV LLC C.H ROBINSON CAI DESIGN INC CALERES, INC CALI DEPT OF TAX & FEE ADMIN CAMACHO, JASON CAPITAL REALTY GROUP CARDLYTICS CAROLE, INC CAROLINA PLACE LLC CASTLETON SQUARE LLC CBC GROUP, INC.

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CELS ENTERPRISES, INC. CENTURY SOURCING GROUP, INC CEP TOWN & COUNTRY INVESTORS CHARLES KOMAR & SONS, INC. CHARLOTTE PREMIUM OUTLETS CLARK INVESTMENT COMPANY CLEARFORK RETAIL VENTURE, LLC COLLECTION XIIX COLLEGIATE MERCHANDISE GROUP I COLOR TEAM LLC COLORADO DEPARTMENT OF STATE COLORADO MILLS MALL LIMITED COMPENDIUM, INC. COMPTROLLER OF MARYLAND - SUT CONCORD MILLS MALL LIMITED PAR CONNECTICUT DEPT OF REVENUE CONSOLIDATED ELECTRICAL CONSOLIDATED SHOE COMPANY CONTRACT DATASCAN, LP CORAL-CS/LTD ASSOCIATES CORPUS CHRISTI RETAIL COTTON EMPORIUM, INC. COUNTRY CLUB PLAZA KC COX, LEAH COZY CASUAL CREATIVE CO-OP, INC CRYSTALS TRADING, INC. CW JOIN VENTURE CYBER GROUP INC. CYRUS JM CORP. DA BOMB LLC DANCOR CONSTRUCTION INC. DECORWARE INTERNATIONAL INC DELOITTE & TOUCHE LLP DESIGN CLIQUE INC DESTIN COMMONS LTD DICENTRAL CORPORATION DOMAIN RETAIL PROPERTY OWNER DREAM USA, INC DS WATERS E.S. ORIGINALS, INC. EAST LION CORP EAST WEST IMPORT EXPORT INC EDENS LIMITED PARTNERSHIP EDGEMINE EM BRANDS LLC EMANUEL-GERALDO INC. EMORY PARK, INC. EMPERIA, INC. EMPORIUM MALL LLC ENCHANTE ACCESSORIES EQUAL ACCESS ACTION NETWORK ERNST & YOUNG, LLP ESSENCE COLLECTION, INC EUNINA EVERLY EVOLUTIONARY APPAREL INC FACEBOOK INC. FAMMA GROUP FANTASIA ACCESSORIES, LTD FANTASY FILES, INC FASHION AVENUE KNITS

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FASHION CONNECTION GROUP FASHION SHOW MALL, LLC FEDEX FIESTA COLLECTION, INC FIRE DIV OF TOPSON DOWNS OF CA FLATIRON PROPERTY HOLDING LLC FLOOR ZONE FLORIDA DEPT OF REVENUE FORMATION BRANDS, LLC FOUR STATE PROPERTIES LLC FREEHOLD CHANDLER TRUST LLC FRENZY JEWELS, INC FTICONSULTING, INC FULL CIRCLE TRENDS FW SERVICES, INC GALLERIA MALL INVESTORS LP GALVESTON OUTLETS LLC GATEWAY WOODSIDE INC GD THAYER GENNARO, INC. GEORGIA DEPARTMENT OF REVENUE GERRITY RETAIL FUND 2, INC. GGP HOLDINGS INC. GGP LIMITED PARTNERSHIP GGP LP LLC GLIMCHER PROPERTIES L.P. GLIMCHER SUPERMALL VENTURE GLIMCHER WESTSHORE LLC GLOBAL FASHION RESOURCE INC GLOUCESTER PREMIUM OUTLETS GMA ACCESSORIES, INC. GOFF, CHERYL GOLDENVIDA, INC. GOOGLE INC. GRACELET COLLECTIONS, INC. GRAND & BENEDICTS INC GRAPEVINE MILLS MALL GREF III REIT OP LP GUSB INC HACHETTE BOOK GROUP HARPER COLLINS PUBLISHERS, LLC HARTFORD LIFE AND ACCIDENT INS HENDERSON SQUARE LIMITED PARTN HEWY WINE CHILERS, LLC HEYRI J, INC. HIRE RIGHT LLC HOLYOKE MALL COMPANY LP HOOVER MALL LIMITED LLC ICR, LLC ICUP, INC. IDEA DESIGN CONCEPTS, INC. IG DESIGN GROUP ILLINOIS DEPT OF REVENUE INCREMENTO INDIANA DEPT OF REVENUE INLAND COMMERCIAL REAL ESTATE INMOD, INC. INSTITUTIONAL MALL INVESTORS INTERMOUNTAIN STAFFING IOWA DEPT OF REVENUE ITALIAN CONNECTION, INC. J&H CREATIONS

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JADE MARKETING GROUP, LLC JANE ENVY, LLC JASMINE TRADING CORP. JD STELLAR LLC JDA SOFTWARE INC. JEMS IMPORTS, INC. JERSEY SHORE JIN, XIAOMEI JODI KRISTOPHER, LLC JOHNSON CONTROLS JOYFUL JEWELRY, INC JUSTIN TAYLOR, INC. KANSAS DEPT OF REVENUE KBL GROUP INTERNATIONAL LTD. KENILWORTH CREATIONS, INC KEYSTONE-FLORIDA PROPERTY KIKKERLAND DESIGN KIM DAWSON AGENCY KIMCO REALTY CORPORATION KING OF PRUSSIA ASSOCIATES3172 KIRK PALMER & ASSOCIATES KITSCH, LLC KJC INTERNATIONAL INC KLK FORTE INDUSTRY, INC. KPMG LLP KW FASHION CORP. KY DEPT OF REVENUE LA MAMBA LLC LAKEVIEW CONSTRUCTION, INC LAP USA, INC. LAS VEGAS NORTH OUTLETS, LLC LE MIEL GROUP LEE-JONES, ADRIENNE LEHIGH VALLEY ASSOCIATES LETS GO APPAREL, INC. LEVI STRAUSS & CO. LIFETIME BRANDS, INC LINCOLN PLAZA CENTER LP LINE AND DOT, LLC LK JORDAN & ASSOCIATES LOUISIANA DEPARTMENT OF REV LUCERNEX LUCKY FEATHER LLC LUST FOR LIFE FOOTWEAR, LLC LVP ST. AUGUSTINE MACERICH EQ LIMITED PARTNERSHI MACERICH FRESNO LP MACMILLAN MACWH, LP MADISON / WEST TOWNE LLC MAESA LLC MAINSTREET INC. MALL AT NORTHSHORE LLC MALL AT TUTTLE CROSSING LLC MANHATTAN ASSOCIATES INC MAPLEWOOD MALL LLC MARC FISHER FOOTWEAR MARC FISHER JUNIOR BRAND, LLC MARCUS ADLER GLOVE CO. MARK EDWARDS APPAREL MARKET STREET WOODLANDS, LP MARSH USA, INC.

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MASSACHUSETTS DEPT OF REVENUE MAYER, JENNIE MAYFLOWER SQUART ONE LLC MCGUIRE WOOD LLP MDS BUILDERS, INC. MERKURY INNOVATIONS, LLC MIA SHOES MICHAEL E. ANDERSON MICHIGAN DEPART OF TRESASURY MICROSOFT CORPORATION MID-SOUTH OUTLET HOLDINGS LLC MINNESOTA DEPT. OF REVENUE MISS 21 IMPORTS MISSISSIPPI SALES TAX COMMISSI MISSOURI DEPARTMENT OF REVENUE MJM JEWELRY MMS TRADING, INC. MNH MALL, LLC MOA INTERNATIONAL CORP. MODE ECLECTIQUE, INC MOHAWK FACTORING II INC MONTANA ACCESSORIES INC MPH PACIFIC PLACE LLC MRB CONSULTING LLC MUD PIE, LLC MULTIMEDIA PLUS NASDAQ NATURAL LIFE COLLECTIONS, INC. NBC UNIVERSAL LLC NEBRASKA DEPT OF REVENUE NES JEWELRY INC. NEVADA DEPARTMENT OF TAXATION NEW JERSEY DIVISION OF TAXATIO NEW RIVER CENTER MALL II LP NEW YORK STATE NITIN ENTERPRISES, INC NO BOUNDRIES INC. NORFOLK OUTLETS, LLC NORTH AMERICAN SIGNS, INC. NORTH CAROLINA DEPT OF REVENUE NORTH COUNTY FAIR, LP NOVA, INC. NPW USA OAKBROOK URBAN VENTURE LP OHIO DEPARTMENT OF TAXATION OK ORIGINALS LTD OKC OUTLETS JV, LLC. OKLAHOMA TAX COMMISSION OLR AMERCIA ONCALL STAFFING INC. ONE STEP UP LTD ONESOURCE VIRTUAL, INC. ONIN STAFFING ONTARIO MILLS OPRY MILLS LIMITED PARTNERSHIP ORACLE AMERICA, INC ORACLE CREDIT CORPORATION ORANGE CICLE STUDIO CORPORATIO ORLAND LP OUELLETTE, TAYLOR PACIFIC TRIAL ATTORNEYS PALADONE PRODUCTS, LTD

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PALISADES II, LLC PANNEE, INC. PAPERCUT CLOTHING, LLC PASEO NVEVO OWNER LLC PENNSYLVANIA DEPT. OF REVENUE PERIMETER MALL VENTURE, LLC PERMIUM OUTLET PARTNERS, L.P. PERRY, D’SHAUNTA PETER BLACK FOOTWEAR & PHXAZ/KIERLAND COMMONS LLC PIAZZA MONTANA LLC PINKETTE CLOTHING, INC. POLLOCK INVESTMENTS, INC POPSOCKETS, INC LLC POWERHOUSE RETAIL SERVICES LLC PREMIUM OUTLET PARTNERS LP PRIME TIME NYC, LLC PRIMITIVES BY KATHY, INC. PRISA LL LLC PRIZMA JEWELRY PRULELLO, DANIELLE PYRAMID WALDEN COMPANY, LP R.E. D CAPITAL MANAGEMENT, LLC RADIANT GLOBAL LOGISTICS, INC RAKUTEN MARKETING LLC RAND ACCESSORIES INC. RANDOM HOUSE RD INTERNATIONAL STYLE COLLECT RELIANT REPORT FOOTWEAR RESTRICTED FOOTWEAR, INC. RETAILNEXT, INC REUNITED LLC RIVERSIDE SQUARE LP RM MEMBER, LLC RNK JEWELRY ROCHESTER MALLS, LLC ROFFE ACCESSORIES ROLLA COSTER INC ROSANNA IMPORTS, INC. ROSEBUD PERFUME COMPANY, INC. ROSEDALE CENTER ROTHSCHILD & CO. US INC. ROUGH SKETCH CORP. ROUND ROCK PREMIUM OUTLETS LP ROUTE 35 SHREWSBURY LP ROXBERI, LLC RUDY ADALBERTO ESTRADA-HERNANDEZ S PLUS L INC. SADIE & SAGE, INC. SAGE MACHADO, INC SAGEMORE MANAGEMENT LLC SAINT LOUIS GALLERIA L.L.C. SANOY, INC. SARA PECK FAMILY LIMITED SEA GIRT LP SECRET CHARM LLC SENTRE, INC. SHALOM INTERNATIONAL CORP. SHAZURI LLC SHERMAN OAKS FASHION ASSOCAITE SHI INTERNATIONAL CORP

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SHIRALEAH, LLC SHIRDEE IMPORTS LLC SHOPS AT LA CANTERA SHOPS AT MISSION VIEJO, LLC SHOPS AT SADDLE CREEEK INC. SIETE LLC SILVER BUFFALO, LLC SOFTCHOICE CORPORATION SOUTH CAROLINA DEPT OF REVENUE SOUTHDALE LIMETED PARTNERSHIP SSS APPAREL INC STAFF FORCE, INC. STAPLES BUSINESS ADVANTAGE STAR OF INDIA FASHIONS STARLUME, INC. STAR-WEST FRANKLIN PARK MALL STAR-WEST JV, LLC STATE OF WASHINGTON STEEL HOUSE, INC. STEVE MADDEN, LTD STONESTOWN SHOPPING CENTER LP STONY LEATHER, INC STORED VALUE SOLUTIONS STREET RETAIL INC. SUGARFINA SUPERGAIN INC. SUPER-REGIONAL MALLS OPERATING SWEET CLAIRE INC. TAYLOR CORPORATION TB MALL AT UTC LLC T-C FORUM AT CARLSBAD LLC TECHNOLOGENT TEENPLO CLOTHING, INC TENNESSE DEPARTMENT OF REVENUE TERRAMAR TEXAS MANAGEMENT DIVISION, INC TEXAS STATE COMPTROLLER THE GRAYSON COMPANY, LLC THE GROUP LA, INC. THE HUGHES CORPORATION THE KIMS BROTHER CORP THE MACERICH PARTNERSHIP, L.P. THE MORET GROUP THE PROPELLER COMPANY THE RETAIL PROPERTY TRUST THE ROSS LAW GROUP THOMAS PRINTWORKS TIC INVESTMENT COMPANY TIMELESS JEWEL LLC TITAN NORTH AMERICA TJC MANUFACTURING, LLC TM WELLINGTON GREEN MALL L.P. TM WILLOW BEND SHOPS, LP TMD HOLDINGS, LLC TORCOM CONSTRUCTION TREND LAB CORP. TRPF 99-101 BOSTON OFFICE REIT TRUE FABRICATIONS TUCSON PREMIUM OUTLETS, LLC TURN ON PRODUCTS TW TELECOM TWIN CITY OUTLETS EAGAN LLC

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TWO-ONE-TWO NEW YORK, INC. TYCO INTERGRATED SECURITY UNGER FABRIK, LLC UNIT FASHION, INC. URBAN EXPRESSIONS, INC. URBAN SHIPPING CENTERS, LP US CENTENNIAL MALLS JV LLC VALLEY FAIR UTC VCMG LLC VERIFONE, INC. VIBES MEDIA, LLC VIDA SHOES INTERNATIONAL VINTAGE CONSTRUCTION VIRGINIA DEPT OF TAXATION WARD & O'DONNELL WESTFIELD WATER TOWER JOINT VENTURE WATERFORD LAKES WEED-SHEFFIELD, LLC WELLS FARGO INS SVCS OF TX WELLSKY TEXTILE WEST ACRES DEVELOPMENT LLP WEST TOWN MALL LLC WESTFIELD BRANDON WESTLAND SOUTH SHORE MALL LP WHAT DO YOU MEME, LLC WHITE, ASHLEY WHITE, TAMMY WHITLOCK, MARY PATRICIA WHOS THERE, INC. WILHELMINA INTERNATIONAL INC. WISCONSIN DEPT OF REVENUE WJCA, INC W-LD LEGENDS HOLDING V11 LLC WOLF, JANET WOLFPACK BRANDS LLC WORKDAY, INC WYNNE, KELLY XEOMATRIX, INC ZORBITZ, INC.

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Schedule 2 Identified Connections

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Party Relationship A&G Realty Partners Professional Alvarez & Marsal Professional AT&T Current/Former UCC Member Comcast Cable Communications Current/Former UCC Member Deloitte & Touche LLP Professional FTI Consulting Professional GGP Limited Partnership Current/Former UCC Member KPMG LLP Professional Richards, Layton & Finger Professional Shantex Group LLC Current/Former UCC Member Simon Property Group, L.P. Current/Former UCC Member Stretto Professional DLA Piper LLP Professional Enchante Accessories, Inc. Current/Former UCC Member Ernst & Young Professional Foley & Lardner Professional Jones Lang Lasalle Americas Professional One Step Up LTD Current/Former UCC Member Sugarfina Debtor

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