In the United States Bankruptcy Court for the Eastern District of Virginia Richmond Division

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

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

Co-Counsel to the Debtors and Debtors in Possession

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

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

NOTICE OF FILING OF REVISED PROPOSED ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN UNEXPIRED LEASE

PLEASE TAKE NOTICE that on December 11, 2020, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Notice of Assumption and Assignment of Unexpired Lease [Docket No. 662] (the “Notice”) with the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”), which Notice includes a proposed form of order.

PLEASE TAKE FURTHER NOTICE that the Debtors are hereby filing a revised proposed Order Approving the Assumption and Assignment of Certain Unexpired Lease (the “Revised Proposed Order”), which is attached hereto as Exhibit A.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief entered August 3, 2020 [Docket No. 72]. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

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PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a redline of the Revised Proposed Order as compared to the original proposed form of order.

PLEASE TAKE FURTHER NOTICE that the Debtors will appear by remote video on January 28, 2021, at 2:00 p.m. (prevailing Eastern Time) or as soon thereafter as counsel may be heard, before the Honorable Keith L. Phillips, Courtroom 5100, in the United States Bankruptcy Court, 701 East Broad Street, Richmond, Virginia 23219, to seek entry of the Revised Proposed Order.

PLEASE TAKE FURTHER NOTICE that copies of the Notice, the Revised Proposed Order, and all other documents filed in these chapter 11 cases are available free of charge by: (a) visiting the Debtors’ restructuring website at https://cases.stretto.com/letote and/or (b) by calling (866) 977-0883 (toll free) or, for international callers, (503) 520-4412 (international). You may also obtain copies of any pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.vaeb.uscourts.gov in accordance with the procedures and fees set forth therein.

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Richmond, Virginia Dated: January 28, 2021

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

Co-Counsel to the Debtors and Debtors in Possession

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Exhibit A

Revised Proposed Order

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Exhibit B

Redline of Order

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Exhibit A

Revised Proposed Order

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Co-Counsel to the Debtors and Debtors in Possession

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

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN UNEXPIRED LEASE

Pursuant to and in accordance with the Order (I) Authorizing and Approving Procedures

to Reject or Assume Executory Contracts and Unexpired Leases and (II) Granting Related Relief

[Docket No. 267] (the “Procedures Order”)2 entered in these chapter 11 cases of the

above-captioned debtors and debtors in possession (collectively, the “Debtors”); and the Debtors

1 A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing agent at https://cases.stretto.com/letote/. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

2 Capitalized terms used but not defined herein shall have their meanings ascribed to them in the Procedures Order or the Assumption Notice (as defined herein), as applicable.

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having properly filed with this Court a notice (the “Assumption Notice”) [Doc. No. 662] of their

intent to assume and assign the Lease (defined below); and this Court having jurisdiction over this

matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference from the

United States District Court for the Eastern District of Virginia, dated August 15, 1984; and the

Debtors having served the Assumption Notice on the parties identified on the Certificate of Service

thereof [Doc. No. 673 Ex. A-D] and the Supplemental Affidavit of Service [Docket No. 807]; and

this Court having found that it may enter a final order consistent with Article III of the United

States Constitution; and this Court having found that venue in this district is proper pursuant to 28

U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Assumption

Notice and opportunity for a hearing on the Assumption Notice were appropriate under the

circumstances and no other notice need be provided; and this Court having determined that the

legal and factual bases establish just cause for the relief granted herein; and upon all of the

proceedings had before this Court; and after due deliberation and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. Subject to the terms of this order (this “Order”), the Debtors are authorized under

section 365 of the Bankruptcy Code to assume and assign that certain Master Lease dated

July 22, 2015 (the “Master Lease”), by and among Lord & Taylor LLC, as tenant, and certain

affiliates of HBS Global Properties LLC, as landlords (collectively, the “Landlords”), related to

those certain twenty-four store locations set forth on Schedule 1 attached hereto, together with all

amendments and agreements appurtenant to the Master Lease (together with the Master Lease, the

“Lease”),3 to LT Propco LLC or its designee (the “Assignee”).

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2. As adequate assurance of the prompt cure and in full and final satisfaction of the

Debtors’ defaults under the Lease pursuant to section 365(b)(1) of the Bankruptcy Code, the

Debtors shall be deemed to have assigned to the Landlords their right, pursuant to that certain

Asset Purchase Agreement, dated August 27, 2019, by and among HBC US Holdings LLC and

HBC US Propco Holdings LLC, as sellers, and Le Tote, Inc., as purchaser, as amended

(the “APA”), for Seller (as defined in the APA) to fund certain rent payments with respect to the

Lease; provided that nothing in this Order shall release, satisfy, or otherwise impact any

obligations of HBC L.P. and Hudson’s Bay Company ULC (collectively, Guarantor”) under that

certain Guaranty of the Lease dated as of July 22, 2015 (the “Guaranty”), whether presently

existing or arising in the future, including but not limited to any claims against Guarantor for

payment of amounts due under the Lease and/or the Guaranty prior to the assumption and

assignment of the Lease.

3. The Lease shall be assumed and assigned as of the applicable Assumption Date set

forth on Schedule 1 attached hereto.

4. The Debtors and the Assignee shall negotiate in good faith to determine the delivery

date of possession of each property contained in the Lease, which delivery date shall be no later

than February 28, 2021 (the “Outside Date”). The Outside Date may be extended upon mutual

agreement of the Debtors and the Assignee without need for a further court order. Either the

Debtors or the Assignee may decline to extend the Outside Date for any reason or no reason. With

respect to each property under the Lease, the Debtors shall timely pay common area maintenance

Saks & Company LLC, on the one hand, and the landlords identified on Schedule 1 thereto, on the other hand, each dated as of July 22, 2015, are included in the definition of Lease.

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and real estate taxes to the Landlords or the relevant beneficiary, as applicable, until the respective

Delivery Date.

5. Notwithstanding any provision in the Lease, any underlying ground lease, contract,

or reciprocal easement agreement (collectively, “Underlying Agreement(s)”), or of applicable law,

the Assignee is authorized to allow the properties to remain dark for up to one hundred eighty

(180) days after the effective date of assignment, i.e., the date of delivery with respect to each

relevant property (unless the Underlying Agreements and local law, as applicable, would allow the

properties to remain dark for a period in excess of one hundred eighty (180) days, in which case

such longer period shall apply).

6. The Assignee is authorized to perform alterations and remodeling to the extent

necessary to conduct operations and to replace and modify existing signage, notwithstanding any

provision in the Lease or any Underlying Agreement to the contrary.

7. Provisions contained in the Lease or any Underlying Agreement to the contrary

affecting the properties which are or could have the effect of restricting “going dark,” alteration,

purchase and recapture provisions contained in the Lease or any Underlying Agreement, or clauses

which impose a fee or a penalty or a profit sharing upon assignment or limit or condition extension

or renewal options, clauses which seek to reduce or increase the rent or impose a penalty or to

modify, cancel or terminate the Lease or any Underlying Agreement, as a result of going dark or

upon assignment, provisions which directly or indirectly limit or condition or prohibit assignment,

continuous operating covenants, covenants that any user of the Debtors’ premises operate under

the name of “Lord & Taylor,” and/or operate with a use similar to a “Lord & Taylor,” including

any covenants that any user of the Debtors’ premises operate a retail specialty or department store,

and similar provisions contained in any other documents with respect to the properties or the

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affected shopping center, or relating or referring to the shopping center shall not restrict, limit, or

prohibit the sale or assumption and assignment of the properties to the Assignee and such clauses

(collectively, the “Unenforceable Clauses”) are hereby deemed and found to be unenforceable anti-

assignment clauses within the meaning of 11 U.S.C. § 365(f) and shall not be enforced.

8. Notwithstanding anything to the contrary in this Order, the relief set forth in

paragraphs 5, 6, 7, 9, 10, 11, and 12 of this Order (a) also inures to the benefit of the Landlords

and their mortgagees, successors-in-interest, and assigns and (b) does not apply to or otherwise

impact any rights or obligations under the Loan Documents (as defined in footnote 8 to

Doc. No. 747). Except to the extent expressly modified by this Order, all other provisions of the

Lease and Underlying Agreements shall remain in effect.

9. The preceding paragraphs 5, 6, and 7 of this order shall not apply with respect to

the lease dated as of December 8, 1994, by and between LT Garden State Leasehold LLC and

Westland Garden State Plaza Limited Partnership, and the lease dated as of March 1, 1998, by and

between LT Bay Shore Leasehold LLC and Westland South Shore Mall L.P., as each may have

been amended, modified, and supplemented from time to time, (the “Excluded Ground Leases”)

other than with respect to any provision of the Excluded Ground Leases which directly limits or

prohibits assumption and assignment of the Lease to the Assignee, which clauses are hereby

suspended so as to allow the assumption and assignment of the Lease to the Assignee.

Notwithstanding the foregoing, the restrictions set forth in Section 26.5 of each of the Excluded

Ground Leases shall continue to apply to the Assignee (with this order constituting any and all

notices required thereunder) following the above-described assignment and assumption; provided

that nothing therein or herein shall require Assignee to open for business within twelve (12) months

after the date of such assignment and assumption.

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10. The preceding paragraphs 5, 6, and 7 of this order shall not apply with respect to

any Underlying Agreement related to or affecting the properties or shopping center that are the

subject of the lease by and among LT Walden Galleria LLC, Pyramid Walden Company, L.P., and

the other parties thereto, as amended from time to time (the “Buffalo Agreements”), and any

Underlying Agreement by and among LT Freehold Raceway LLC, Freemall Associates, LLC, and

the other parties thereto, as amended from time to time (the “Freehold Agreements” and together

with the Buffalo Agreements, the “Excluded Agreements”), other than with respect to any

provision of the Excluded Agreements which directly limit or prohibit assumption and assignment

of the Lease to the Assignee, which clauses are hereby suspended so as to allow the Debtors’

assumption and assignment of the Lease to the Assignee in connection with the assignment of the

Lease pursuant to this order only.

11. Nothing in this order shall modify the terms of any Underlying Agreement or any

other agreements by and between Brookfield Properties Retail Inc. and any of its affiliates

(collectively “Brookfield”) and (a) LT Willowbrook LLC, with respect to the property commonly

known as Willowbrook Mall, located in Wayne, New Jersey, (b) LT Columbia LLC, with respect

to the property commonly known as The Mall in Columbia, located in Columbia, Maryland, (c)

LT Natick Leasehold LLC, with respect to the property commonly known as Natick Mall, located

in Natick, Massachusetts, and (d) LT Northbrook Leasehold LLC, with respect to the property

commonly known as Northbrook Court, located in Northbrook, Illinois, and their respective parent

or affiliated Hudson Bay Company entities and their respective successors and assigns

(collectively “HBC”), relating to the applicable premises (collectively, the “Governing

Documents”); provided however that the Debtors’ assignment of the Lease and the premises going

dark for a limited and reasonable period of time not to exceed 180 days (or such longer period as

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may be permitted by the Governing Documents) solely in connection with the assignment of the

Lease as contemplated by this order shall not be grounds to exercise any termination, recapture or

purchase provision in such Governing Documents which are unenforceable anti-assignment

provisions pursuant to sections 365(f)(1) and (3) of the Bankruptcy Code; provided further,

however, that all terms, conditions and obligations set forth in the Governing Documents shall

otherwise remain enforceable and unmodified. Except as set forth in the immediately preceding

sentence, in the event of any conflict between this order and the terms of any Governing Document

by and between Brookfield and HBC, the terms of the relevant Governing Document shall control.

12. Nothing in this Order shall modify the terms of any Underlying Agreement or other

agreement existing as of the date of the entry of this Order (the “Simon Agreements”) by and

between Hudson’s Bay Company ULC and any of its affiliates, and/or the Landlords, on the one

hand, and any of M.S. Management Associates, Inc., King of Prussia Associates, Walt Whitman

Mall, LLC, Livingston Mall Venture, Quaker Bridge Mall, LLC, Woodfield Mall LLC, Bellwether

Properties of Massachusetts, L.P., Braintree Property Associates, L.P., and/or Rockaway Center

Associates (collectively, the “Simon Parties”), on the other hand, with respect to the properties

commonly known as: (a) King of Prussia Mall, located in King of Prussia, Pennsylvania; (b) Walt

Whitman Shops, located in South Huntington, New York; (c) Livingston Mall, located in

Livingston, New Jersey; (d) Quaker Bridge Mall, located in Lawrence Township, New Jersey;

(e) Woodfield Mall, located in Schaumburg, Illinois; (f) Burlington Mall, located in Burlington,

Massachusetts; (g) South Shore Plaza, located in Braintree, Massachusetts (“South Shore Plaza”);

or (h) Rockaway Townsquare, located in Morris County, New Jersey (the “Simon Properties”),

other than with respect to any provision of the Simon Agreements which directly limits or prohibits

assumption and assignment of the Lease to the Assignee which clauses are hereby suspended so

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as to allow the Debtors’ assumption and assignment of the Lease to the Assignee in connection

with the assignment of the Lease pursuant to this Order; provided, however that, for a period of

one hundred eighty (180) days after the effective date of assignment, i.e., the date of delivery with

respect to each relevant property (unless the Simon Agreements and local law, as applicable, would

allow the properties to remain dark for a period in excess of one hundred eighty (180) days, in

which case such longer period shall apply), the Simon Parties agree that they will not exercise any

remedies, including, without limitation, any termination, recapture or repurchase option, triggered

by cessation of operations at any of the Simon Properties; provided, further that the Simon Parties

agree not to enforce any provisions contained in the Simon Agreements for South Shore Plaza that

require any user of the Debtors’ premises to operate under the name of “Lord & Taylor” or prohibit

Assignee from performing alterations or replacing existing signage at the premises to the extent

necessary to allow any user thereof to change the name under which such premises are operated

from “Lord & Taylor” to a new name in connection with the assumption and assignment of the

Lease to the Assignee; provided, further that all terms, conditions, and obligations set forth in the

Simon Agreements shall otherwise remain enforceable and unmodified; provided, further that this

Order shall not otherwise relieve the Assignee of any obligations under the Lease and/or the Simon

Agreements existing as of the effective date of the such assignment, including any obligations to

make payments thereunder to the Landlords.

13. Notwithstanding the relief granted herein and any actions taken pursuant to such

relief, nothing in this order or the Procedures Order shall constitute, nor is it intended to constitute:

(a) an admission as to the validity, priority, or amount of any particular claim against a Debtor

entity; (b) a waiver of the Debtors’ right to dispute any particular claim or any grounds;

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particular claim is of a type specified or defined in this order or the Procedures Order; (e) a waiver

or limitation of the Debtors’ rights under the Bankruptcy Code or any other applicable law; or

(f) a concession by the Debtors or any other party in interest that any liens (contractual, common

law, statutory, or otherwise) satisfied pursuant to this order are valid and the Debtors and all other

parties in interest expressly reserve their rights to contest the extent, validity, or perfection, or to

seek avoidance of all such liens. Any payment made pursuant to this order should not be construed

as an admission as to the validity, priority, or amount of any particular claim or waiver of the

Debtors’ or any other party in interest’s rights to subsequently dispute such claim.

14. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this order.

15. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this order.

Dated: ______Richmond, Virginia The Honorable Keith L. Phillips United States Bankruptcy Judge

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WE ASK FOR THIS:

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

- and -

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

- and -

Co-Counsel to the Debtors and Debtors in Possession

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

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

/s/ Jeremy S. Williams

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Schedule 1

Assumed Leases1

Debtor Counterparty Description of Lease Assumption Date Assignee Cure Counterparty LT Eastchester LLC Lord & Taylor LLC Master Lease, dated July 22, 2015, December 31, 2020 LT Propco LLC or Resolved as set LT Ridgewood LLC related to 24 store locations, as may such other entity as forth in LT Stamford LLC be amended from time to time. it may designate paragraph 2 of LT Westfield LLC prior to the the Order LT Garden City LLC Assumption Date LT Bridgewater LLC LT King of Prussia LLC LT Fair Oaks LLC LT Freehold Raceway LLC LT Rockaway Town LLC LT Willowbrook LLC LT Woodfield LLC LT Twelve Oaks LLC LT Columbia LLC LT Walden Galleria LLC LT Quakerbridge Leasehold LLC LT Garden State Leasehold LLC LT Walt Whitman Leasehold LLC LT Burlington Leasehold LLC LT Livingston Leasehold LLC LT Braintree Leasehold LLC LT Natick Leasehold LLC LT Bay Shore Leasehold LLC LT Northbrook Leasehold LLC

1 The inclusion of a Lease on this list does not constitute an admission as to the executory, non-executory, expired, or non-expired nature of the Lease, or as to the existence or validity of any claims held by the counterparty or counterparties to such Lease.

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Exhibit B

Redline of Order

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Co-Counsel to the Debtors and Debtors in Possession

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

) In re: ) Chapter 11 ) LE TOTE, INC., et al.,1 ) Case No. 20-33332 (KLP) ) Debtors. ) (Jointly Administered) )

ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN UNEXPIRED LEASE

Pursuant to and in accordance with the Order (I) Authorizing and Approving Procedures

to Reject or Assume Executory Contracts and Unexpired Leases and (II) Granting Related Relief

[Docket No. 267] (the “Procedures Order”)2 entered in these chapter 11 cases of the

above-captioned debtors and debtors in possession (collectively, the “Debtors”); and the Debtors

2 Capitalized terms used but not defined herein shall have their meanings ascribed to them in the Procedures Order or the Assumption Notice (as defined herein), as applicable. Case 20-33332-KLP Doc 857 Filed 01/28/21 Entered 01/28/21 13:49:59 Desc Main Document Page 20 of 29

having properly filed with this Court a notice (the “Assumption Notice”) [DocketDoc. No. 662]

of their intent to assume and assign the Lease (as defined below); and this Court having

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of

Reference from the United States District Court for the Eastern District of Virginia, dated

August 15, 1984; and the Debtors having served the Assumption Notice on the parties identified

on the AffidavitCertificate of Service thereof [DocketDoc. No. 673, Ex. A-D] and the

Supplemental Affidavit of Service [Docket No. 807]; and this Court having found that it may

enter a final order consistent with Article III of the United States Constitution; and this Court

having found that venue in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and

this Court having found that the Debtors’ notice of the Assumption Notice and opportunity for a

hearing on the Assumption Notice were appropriate under the circumstances and no other notice

need be provided; and this Court having determined that the legal and factual bases establish just

cause for the relief granted herein; and upon all of the proceedings had before this Court; and

after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. Subject to the terms of this order (this “Order”), the Debtors are authorized under

section 365 of the Bankruptcy Code to assume and assign that certain Master Lease dated

July 22, 2015 (the “Master Lease”), by and among Lord & Taylor LLC, as tenant, and certain

affiliates of HBS Global Properties LLC, as landlords (collectively, the “Landlords”), related to

those certain twenty-four store locations set forth on Schedule 1 attached hereto, together with

all amendments and agreements appurtenant to the Master Lease (together with the Master

Lease, the “Lease”),3 to LT Propco LLC or its designee (the “Assignee”).

3 For the avoidance of doubt, the (a) Subordination, Non-Disturbance and Attornment Agreement between JPMorgan Chase Bank, National Association, Column Financial, Inc., and Bank of America, N.A., collectively, as Lender, and Lord & Taylor LLC, as Tenant, and (b) letter agreement between Lord & Taylor LLC and Saks & Company LLC, on the one hand, and the landlords identified on Schedule 1 thereto, on the other hand, each dated as of July 22, 2015, are included in the definition of Lease.

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2. As adequate assurance of the prompt cure and in full and final satisfaction of the

Debtors’ defaults under the Lease (the “Cure Costs”) pursuant to section 365(b)(1) of the

Bankruptcy Code, the Debtors shall be deemed to have assigned to the Landlords their right,

pursuant to that certain Asset Purchase Agreement, dated August 27, 2019, by and among HBC

US Holdings LLC and HBC US Propco Holdings LLC, as sellers, and Le Tote, Inc., as

purchaser, as amended (the “APA”), for Seller (as defined in the APA) to fund certain rent

payments with respect to the Lease.; provided that nothing in this Order shall release, satisfy, or

otherwise impact any obligations of HBC L.P. and Hudson’s Bay Company ULC (collectively,

Guarantor”) under that certain Guaranty of the Lease dated as of July 22, 2015 (the “Guaranty”),

whether presently existing or arising in the future, including but not limited to any claims against

Guarantor for payment of amounts due under the Lease and/or the Guaranty prior to the

assumption and assignment of the Lease.

3. The Lease shall be assumed and assigned as of the applicable Assumption Date

set forth on Schedule 1 attached hereto.

4. The Debtors and the Assignee shall negotiate in good faith to determine the

delivery date of possession of each property contained in the Lease, which delivery date shall be

no later than February 28, 2021 (the “Outside Date”). The Outside Date may be extended upon

mutual agreement of the Debtors and the Assignee without need for a further court order. Either

the Debtors or the Assignee may decline to extend the Outside Date for any reason or no reason.

With respect to each property under the Lease, the Debtors shall timely pay common area

maintenance and real estate taxes to the lLandlords or the relevant beneficiary, as applicable,

until the respective Delivery Date.

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5. Notwithstanding any provision in the Lease, any underlying ground lease,

contract, or reciprocal easement agreement (collectively, “Underlying Agreement(s)”), or of

applicable law, the Assignee is authorized to allow the properties to remain dark for up to one

hundred eighty (180) days after the effective date of assignment, i.e., the date of delivery with

respect to each relevant property (unless the Underlying Agreements and local law, as applicable,

would allow the properties to remain dark for a period in excess of one hundred eighty (180)

days, in which case such longer period shall apply).

6. The Assignee is authorized to perform alterations and remodeling to the extent

necessary to conduct operations and to replace and modify existing signage, notwithstanding any

provision in the Lease or any Underlying Agreement to the contrary.

7. Provisions contained in the Lease or any Underlying Agreement to the contrary

affecting the properties which are or could have the effect of restricting “going dark,” alteration,

purchase and recapture provisions contained in the Lease or any Underlying Agreement, or

clauses which impose a fee or a penalty or a profit sharing upon assignment or limit or condition

extension or renewal options, clauses which seek to reduce or increase the rent or impose a

penalty or to modify, cancel or terminate the Lease or any Underlying Agreement, as a result of

going dark or upon assignment, provisions which directly or indirectly limit or condition or

prohibit assignment, continuous operating covenants, covenants that any user of the Debtors’

premises operate under the name of “Lord & Taylor,” and/or operate with a use similar to a

“Lord & Taylor,” including any covenants that any user of the Debtors’ premises operate a retail

specialty or department store, and similar provisions contained in any other documents with

respect to the properties or the affected shopping center, or relating or referring to the shopping

center shall not restrict, limit, or prohibit the sale or assumption and assignment of the properties

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to the Assignee and such clauses (collectively, the “Unenforceable Clauses”) are hereby deemed

and found to be unenforceable anti-assignment clauses within the meaning of 11 U.S.C. § 365(f)

and shall not be enforced.

8. Notwithstanding anything to the contrary in this oOrder, the relief set forth in

paragraphs 5, 6, and 7, 9, 10, 11, and 12 of this oOrder (a) also inures to the benefit of the

Landlords and their mortgagees, successors-in-interest, and assigns (collectively, the “Landlord

Parties”) and (b) does not apply to or otherwise impact any rights or obligations under the Loan

Documents (as defined in Docket No. 747, footnote 8) or Article XXXV of the Master

Leasefootnote 8 to Doc. No. 747). Except to the extent expressly modified by this Order, all

other provisions of the Lease and Underlying Agreements shall remain in effect.

9. The preceding paragraphs 5, 6, and 7 of this order shall not apply with respect to

the Llease dated as of December 8, 1994, by and between LT Garden State Leasehold LLC and

Westland Garden State Plaza Limited Partnership, and the Llease dated as of March 1, 1998, by

and between LT Bay Shore Leasehold LLC and Westland South Shore Mall L.P., as each may

have been amended, modified, and supplemented from time to time, (the “Excluded Ground

Leases”) other than with respect to any provision of the Excluded Ground Leases which directly

limits or prohibits assumption and assignment of the Leases to the Assignee, which clauses are

hereby suspended so as to allow the assumption and assignment of the Leases to the Assignee.

Notwithstanding the foregoing, the restrictions set forth in Section 26.5 of each of the Excluded

Ground Leases shall continue to apply to the Assignee (with this order constituting any and all

notices required thereunder) following the above-described assignment and assumption;

provided that nothing therein or herein shall require Assignee to open for business within twelve

(12) months after the date of such assignment and assumption.

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10. The preceding paragraphs 5, 6, and 7 of this order shall not apply with respect to

any Underlying Agreement related to or affecting the properties or shopping center that are the

subject of the lease by and among LT Walden Galleria LLC, Pyramid Walden Company, L.P., and

the other parties thereto, as amended from time to time (the “Buffalo Agreements”), and any

Underlying Agreement by and among LT Freehold Raceway LLC, Freemall Associates, LLC, and

the other parties thereto, as amended from time to time (the “Freehold Agreements” and together

with the Buffalo Agreements, the “Excluded Agreements”), other than with respect to any

provision of the Excluded Agreements which directly limit or prohibit assumption and

assignment of the Lease to the Assignee, which clauses are hereby suspended so as to allow the

Debtors’ assumption and assignment of the Lease to the Assignee in connection with the

assignment of the Lease pursuant to this order only.

11. Nothing in this order shall modify the terms of any Underlying Agreement or any

other agreements by and between Brookfield Properties Retail Inc. and any of its affiliates

(collectively “Brookfield”) and (a) LT Willowbrook LLC, with respect to the property commonly

known as Willowbrook Mall, located in Wayne, New Jersey, (b) LT Columbia LLC, with respect

to the property commonly known as The Mall in Columbia, located in Columbia, Maryland, (c)

LT Natick Leasehold LLC, with respect to the property commonly known as Natick Mall,

located in Natick, Massachusetts, and (d) LT Northbrook Leasehold LLC, with respect to the

property commonly known as Northbrook Court, located in Northbrook, Illinois, and their

respective parent or affiliated Hudson Bay Company entities and their respective successors and

assigns (collectively “HBC”), relating to the applicable premises (collectively, the “Governing

Documents”); provided however that the Debtors’ assignment of the Lease and the premises

going dark for a limited and reasonable period of time not to exceed 180 days (or such longer

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period as may be permitted by the Governing Documents) solely in connection with the

assignment of the Lease as contemplated by this order shall not be grounds to exercise any

termination, recapture or purchase provision in such Governing Documents which are

unenforceable anti-assignment provisions pursuant to sections 365(f)(1) and (3) of the

Bankruptcy Code; provided further, however, that all terms, conditions and obligations set forth

in the Governing Documents shall otherwise remain enforceable and unmodified. Except as set

forth in the immediately preceding sentence, in the event of any conflict between this order and

the terms of any Governing Document by and between Brookfield and HBC, the terms of the

relevant Governing Document shall control.

12. Nothing in this Order shall modify the terms of any Underlying Agreement or

other agreement existing as of the date of the entry of this Order (the “Simon Agreements”) by

and between Hudson’s Bay Company ULC and any of its affiliates, and/or the Landlords, on the

one hand, and any of M.S. Management Associates, Inc., King of Prussia Associates, Walt

Whitman Mall, LLC, Livingston Mall Venture, Quaker Bridge Mall, LLC, Woodfield Mall LLC,

Bellwether Properties of Massachusetts, L.P., Braintree Property Associates, L.P., and/or

Rockaway Center Associates (collectively, the “Simon Parties”), on the other hand, with respect

to the properties commonly known as: (a) King of Prussia Mall, located in King of Prussia,

Pennsylvania; (b) Walt Whitman Shops, located in South Huntington, New York; (c) Livingston

Mall, located in Livingston, New Jersey; (d) Quaker Bridge Mall, located in Lawrence

Township, New Jersey; (e) Woodfield Mall, located in Schaumburg, Illinois; (f) Burlington Mall,

located in Burlington, Massachusetts; (g) South Shore Plaza, located in Braintree, Massachusetts

(“South Shore Plaza”); or (h) Rockaway Townsquare, located in Morris County, New Jersey

(the “Simon Properties”), other than with respect to any provision of the Simon Agreements

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which directly limits or prohibits assumption and assignment of the Lease to the Assignee which

clauses are hereby suspended so as to allow the Debtors’ assumption and assignment of the

Lease to the Assignee in connection with the assignment of the Lease pursuant to this Order;

provided, however that, for a period of one hundred eighty (180) days after the effective date of

assignment, i.e., the date of delivery with respect to each relevant property (unless the Simon

Agreements and local law, as applicable, would allow the properties to remain dark for a period

in excess of one hundred eighty (180) days, in which case such longer period shall apply), the

Simon Parties agree that they will not exercise any remedies, including, without limitation, any

termination, recapture or repurchase option, triggered by cessation of operations at any of the

Simon Properties; provided, further that the Simon Parties agree not to enforce any provisions

contained in the Simon Agreements for South Shore Plaza that require any user of the Debtors’

premises to operate under the name of “Lord & Taylor” or prohibit Assignee from performing

alterations or replacing existing signage at the premises to the extent necessary to allow any user

thereof to change the name under which such premises are operated from “Lord & Taylor” to a

new name in connection with the assumption and assignment of the Lease to the Assignee;

provided, further that all terms, conditions, and obligations set forth in the Simon Agreements

shall otherwise remain enforceable and unmodified; provided, further that this Order shall not

otherwise relieve the Assignee of any obligations under the Lease and/or the Simon Agreements

existing as of the effective date of the such assignment, including any obligations to make

payments thereunder to the Landlords.

13. 12. Notwithstanding the relief granted herein and any actions taken pursuant to

such relief, nothing in this order or the Procedures Order shall constitute, nor is it intended to

constitute: (a) an admission as to the validity, priority, or amount of any particular claim against

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a Debtor entity; (b) a waiver of the Debtors’ right to dispute any particular claim or any grounds;

particular claim is of a type specified or defined in this order or the Procedures Order; (e) a

waiver or limitation of the Debtors’ rights under the Bankruptcy Code or any other applicable

law; or (f) a concession by the Debtors or any other party in interest that any liens (contractual,

common law, statutory, or otherwise) satisfied pursuant to this order are valid and the Debtors

and all other parties in interest expressly reserve their rights to contest the extent, validity, or

perfection, or to seek avoidance of all such liens. Any payment made pursuant to this order

should not be construed as an admission as to the validity, priority, or amount of any particular

claim or waiver of the Debtors’ or any other party in interest’s rights to subsequently dispute

such claim.

14. 13. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this order.

15. 14. This Court retains exclusive jurisdiction with respect to all matters arising

from or related to the implementation, interpretation, and enforcement of this order.

Dated: ______Richmond, Virginia The Honorable Keith L. Phillips United States Bankruptcy Judge

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WE ASK FOR THIS:

- and -

Co-Counsel to the Debtors and Debtors in Possession

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

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

/s/ Jeremy S. Williams

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Schedule 1

Assumed Leases1

Debtor Counterparty Description of Lease Assumption Date Assignee Counterparty Cure LT Eastchester LLC Lord & Taylor LLC Master Lease, dated July 22, 2015, December 31, 2020 LT Propco LLC or Resolved as set LT Ridgewood LLC related to 24 store locations, as may such other entity as forth in LT Stamford LLC be amended from time to time. it may designate paragraph 2 of LT Westfield LLC prior to the the Order LT Garden City LLC Assumption Date LT Bridgewater LLC LT King of Prussia LLC LT Fair Oaks LLC LT Freehold Raceway LLC LT Rockaway Town LLC LT Willowbrook LLC LT Woodfield LLC LT Twelve Oaks LLC LT Columbia LLC LT Walden Galleria LLC LT Quakerbridge Leasehold LLC LT Garden State Leasehold LLC LT Walt Whitman Leasehold LLC LT Burlington Leasehold LLC LT Livingston Leasehold LLC LT Braintree Leasehold LLC LT Natick Leasehold LLC LT Bay Shore Leasehold LLC LT Northbrook Leasehold LLC