Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 1 of 50

COOLEY LLP COOLEY LLP Cullen D. Speckhart (VSB 79096) Jay R. Indyke ( admitted pro hac vice ) Admitted to practice in Virginia, New York, Missouri Ian Shapiro ( admitted pro hac vice ) and Texas; Not admitted to practice in DC, supervised Evan Lazerowitz ( admitted pro hac vice ) by members of DC bar Paul Springer ( admitted pro hac vice ) 1299 Pennsylvania Avenue, NW, Suite 700 55 Hudson Yards Washington, DC 20004-2400 New York, NY 10001 Telephone: (202) 842-7800 Telephone: (212) 479-6000 Facsimile: (202) 842-7899 Facsimile: (212) 479-6275

Proposed Counsel to the Official Committee of Unsecured Creditors

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

------X

: Chapter 11 In re: : Case No. 20-33332 (KLP)

LE TOTE, INC., et al .1 : (Jointly Administered) Debtors. :

------X

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LE TOTE, INC., ET AL. , FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BDO CONSULTING GROUP, LLC AS FINANCIAL ADVISOR EFFECTIVE AS OF AUGUST 17, 2020

The Official Committee of Unsecured Creditors (the “Committee”) appointed in these

chapter 11 cases of the above-captioned debtors and debtors-in-possession (collectively, the

“Debtors”) hereby files this application (this “Application”) for an order, substantially in the form

attached hereto as Exhibit A , authorizing the retention and employment of BDO Consulting

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed August 2, 2020 [Docket No. 3]. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281. Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 2 of 50

Group, LLC (“BDO”) as its financial advisor pursuant to section 1103 of chapter 11 of title 11 of

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

Procedure (the “Bankruptcy Rules”), and the Local Bankruptcy Rules for the United States

Bankruptcy Court for the Eastern District of Virginia (the “Local Rules”). In support of this

Application, the Committee also files the (i) Declaration of David E. Berliner of BDO USA, LLP

in Support of the Application to Retain and Employ BDO Consulting Group, LLC as Financial

Advisor to the Official Committee of Unsecured Creditors of Le Tote, Inc., et al., Effective as of

August 17, 2020 (the “Berliner Declaration”), attached hereto as Exhibit B.

JURISDICTION AND VENUE

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

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

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

August 15, 1984. The Committee confirms its consent, pursuant to Bankruptcy Rule 7008 to the

entry of a final order by the Court in connection with this Application to the extent that it is later

determined that the Court, absent consent of the parties, cannot enter final orders or judgments in

connection herewith consistent with Article III of the United States Constitution.

2. 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. Applicant will apply for

compensation in accordance with sections 330 and 331 of the Bankruptcy Code.

BACKGROUND

3. On August 2, 2020 (the “Petition Date”), each of the Debtors filed a voluntary

petition with this Court for relief under chapter 11 of the Bankruptcy Code. The Debtors are

operating their businesses and managing their properties as debtors-in-possession pursuant to

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 3 of 50

sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in

these cases by the Office of the United States Trustee for the Eastern District of Virginia (the

“U.S. Trustee”).

4. On August 12, 2020, the U.S. Trustee appointed the Committee, consisting of the

following three members: (i) The CIT Group/Commercial Services, Inc., (ii) G-III Leather

Fashions, Inc., and (iii) Liquidity Capital II, L.P.

5. On August 13, 2020, the Committee selected Cooley as its proposed counsel and

on August 17, 2020, selected BDO Consulting Group, LLC (“BDO”) as its proposed financial

advisor.

RELIEF REQUESTED AND REASONS THEREFOR

6. By this Application, pursuant to section 1103(a) of the Bankruptcy Code and

Bankruptcy Rule 2014, the Committee requests entry of the proposed order attached hereto as

Exhibit A , approving the employment and retention of BDO, effective as of August 17, 2020, as

its financial advisor in connection with these chapter 11 cases.

7. By separate application, the Committee is seeking to employ and retain Cooley LLP

as its lead counsel.

8. BDO 2 is a consulting and financial advisory firm which maintains offices at 100

Park Avenue, New York, New York 10017, among other places. BDO and its affiliates provide a

full range of accounting, advisory and consulting services to a wide range of publicly traded and

privately held companies. BDO and its affiliates service offerings include business assessment,

financial reorganization, crisis management, turnaround management, transaction advisory,

business valuation, insolvency consulting, forensic investigations and litigation support. BDO’s

2 Certain of the services provided to the Committee will be performed by personnel of BDO USA, LLP (“BDO USA”), the parent entity of BDO.

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 4 of 50

professionals have extensive familiarity with the accounting practices in insolvency matters in

bankruptcy courts throughout the United States. The Committee selected BDO because its

professionals are experienced with respect to business and financial issues pertinent to Chapter 11

cases. The Committee believes that BDO is well qualified to provide assistance in connection

with its duties and responsibilities in the Bankruptcy Cases. BDO will render a broad range of

services that may include, but are not limited to:

(a) Advise and assist the Committee in its analysis and monitoring of the Debtors’

historical, current and projected financial affairs, including, schedules of assets and liabilities and

statement of financial affairs;

(b) Advise and assist the Committee with respect to the use of cash collateral and

evaluation of the Debtors’ covenant review protocol and monitoring thereof;

receipts and disbursements on an on-going basis;

(d) Advise and assist the Committee and counsel in their review of the prepetition

lending facilities;

(e) Review the proposed payments of pre-petition expenses by the Debtors and perform

procedures to ensure that the payments are appropriate;

(f) Advise and assist the Committee and counsel in reviewing and evaluating any court

motions, applications, or other forms of relief filed or to be filed by the Debtors, or any other

parties-in-interest;

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 5 of 50

(g) Review and evaluate cash flows and/or other projections of the Debtors and, as

needed, prepare alternative business projections relating to the valuation of the Debtors’ business

enterprise;

(h) Prepare valuation analyses of the Debtors’ businesses and assets using various

professionally accepted methodologies;

(i) Evaluate financing proposals and alternatives proposed by the Debtors for use of

cash collateral, exit financing and capital raising supporting any plan of reorganization;

(j) Work to develop strategies to maximize recoveries from the Debtors’ assets and

advise and assist the Committee with respect to such strategies;

(k) Monitor the GOB sale process;

(l) Monitor the Debtors’ sales process and their investment banker, assist the

Committee in evaluating sales proposals and alternatives and attend any auctions of the Debtors’

assets;

(m) Analyze the financial ramifications of any proposed transactions for which the

Debtors seek Bankruptcy Court approval, including, but not limited to, sale of all or a portion of

the Debtors’ assets, and/or employee incentive and severance plans;

(n) Monitor the Debtors’ claims management process, analyze claims including

guarantee claims, administrative claims (including 503(b)(9) and stub rent claims), secured claims,

priority claims and potential deficiency claims and summarize claims by entity, as needed;

(o) Advise and assist the Committee in identifying and/or reviewing any asset sales or

other pre-petition transactions, preference payments, fraudulent conveyances, and other potential

causes of action that the Debtors’ estates may hold against insiders and/or third parties;

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 6 of 50

(p) Analyze the Debtors’ assets and analyze potential recoveries to creditor

constituencies under various scenarios and prepare the associated recovery waterfall;

(q) Review and provide analysis of any plan and disclosure statement relating to the

Debtors, including, if applicable, the development and analysis of any plan proposed by the

Committee;

(r) Advise and assist the Committee in its assessment of the Debtors’ employee needs

and related costs, including evaluation of any proposed KERP or KEIP plans;

(s) Analyze intercompany and/or related party transactions of the Debtors and any non-

Debtor affiliate;

(t) Advise and assist the Committee in the evaluation of the Debtors’ contractual

arrangements;

(u) Attend Committee meetings, court hearings, and auctions as may be required;

(v) Assist the Committee in the evaluation of the tax impact of any proposed

transaction;

(w) Assist Committee Counsel in preparing for any depositions and testimony, as well

as prepare for and provide expert testimony at depositions and court hearings, as requested;

(x) Assist in restructuring negotiations / strategic restructuring analysis; and

(y) Other items as requested by the Committee.

9. The Committee proposes to retain BDO on a customary hourly rate basis, subject

in all respects to this Court’s authorization for payment. BDO’s customary hourly rates of

professionals range as follows:

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 7 of 50

Partners / Managing Directors $595 to $850 per hour Directors / Sr. Managers $495 to $595 per hour Managers $350 to $495 per hour Senior Associates $225 to $395 per hour Staff 3 $150 to $250 per hour

10. The hourly rates for BDO’s professionals are subject to periodic increase in the

normal course of BDO’s business to reflect changes in responsibilities, increased experience and

increased cost of doing business. These rates are set at a level designed to fairly compensate BDO

for the work of its professionals and paraprofessionals. 4 The professionals who are anticipated to

be primarily staffed on this matter, and their respective billing rates, are set forth below.

Professional Position Rate David Berliner Partner $795 Michele Michaelis Managing Director $685 Ryan Zenga Director $550 John Gervais Senior Associate $350

11. Subject to this Court’s approval, the Committee has also agreed to the

reimbursement of BDO for all out-of-pocket expenses incurred by BDO. These expenses include,

but are not limited to, costs for travel, parking, business meals, computerized research, long-

distance telephone charges, facsimile charges, photocopying, messengers, couriers, postage, and

other fees related to trials and hearings. BDO will charge for all such actual and necessary

expenses in a manner and at rates consistent with charges made generally to BDO’s other clients

and consistent with the applicable Local Rules of the Court.

12. As set forth in the Berliner Declaration, a Certified Public Accountant, licensed

under the laws of the State of New York, a Certified Insolvency and Restructuring Advisor

3 BDO represents that this category does not include secretarial time and BDO will not include in its applications for allowance of fees associated with secretarial work.

4 BDO will advise the Debtors and the United States Trustee of any increases in its hourly rates over and above the rates contained in this Application.

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 8 of 50

(CIRA), a Certified Turnaround Professional (CTP), and a partner of BDO USA: (i) BDO has no

agreement with any other entity to share compensation received and no such agreement will be

made, except as permitted under section 504(b)(1) of the Bankruptcy Code; and (ii) no professional

at BDO is related to any United States Bankruptcy Judge or United States District Court Judge for

the Eastern Division of Virginia or to the UST. BDO has received no prior consideration to act as

financial advisor for the Committee.

13. To the best of the Committee’s and BDO’s knowledge, information and belief,

other than as set forth herein and in the Declaration: (i) BDO does not hold or represent any

interest adverse to the Committee in the matters for which it is proposed to be retained; (ii) BDO

is a “disinterested person” as defined by section 101(14) of the Bankruptcy Code; (iii) neither BDO

nor its affiliates or professionals have any connection with the Debtors, their creditors, or any other

party in interest; and (iv) BDO’s employment is necessary and in the best interests of the

Committee and the Debtors’ bankruptcy estates.

STATEMENT REGARDING U.S. TRUSTEE GUIDELINES

14. BDO shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the

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

also intends to make a reasonable effort to comply with the U.S. Trustee’s requests for information

and additional disclosures, if any, as set forth in U.S. Trustee Guidelines, both in connection with

this application and the interim and final fee applications to be filed by BDO in these chapter 11

cases.

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 9 of 50

15. As set forth in the Berliner Declaration, BDO or its affiliates may have rendered,

or may now be rendering advisory, assurance or tax services to certain creditors or other parties-

in-interest, or may have been, or may now be involved, in projects in which attorneys or

accountants for these creditors or parties-in-interest were involved in matters unrelated to the

Debtors and the Committee. None of the services provided, however, include any matters related

to the Bankruptcy Cases and none constitute an interest materially adverse to the Committee.

Moreover, as part of its practice, BDO and its affiliates appear in cases, proceedings, and

transactions involving many different attorneys, accountants, financial consultants, and investment

bankers, some of whom now, or may in the future, represent creditors and parties-in-interest in the

Bankruptcy Cases. BDO and its affiliates have not, and will not, represent any such entities in

relation to these Bankruptcy Cases.

16. The Committee requests approval of the employment of BDO effective as of

August 17, 2020. Such relief is warranted by the circumstances presented by these chapter 11

cases. The Committee’s selection of BDO on August 17, 2020 necessitated that BDO immediately

commence work on time-sensitive matters and promptly devote substantial resources to the

Debtors’ chapter 11 cases pending submission and approval of this Application.

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 10 of 50

NOTICE AND PRIOR APPLICATION

17. Notice of this Application is being given to (i) the U.S. Trustee, (ii) counsel for the

Debtors, (iii) the agents under the Debtors’ prepetition secured facilities and counsel thereto,

(iv) counsel to HBC US Holdings LLC and HBC US Propco Holdings LLC, and (vii) all parties

filing an entry of appearance and request for notices pursuant to Fed. R. Bankr. P. 2002. The

Committee respectfully submits that, in light of the nature of the relief requested, no further notice

is necessary or required. No prior application for the relief requested herein has been presented to

this Court or any other court.

[Remainder of page intentionally left blank ]

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 11 of 50

WHEREFORE, the Committee hereby respectfully requests that it be authorized to retain

and employ BDO Consulting Group, LLC as its counsel effective as of August 17, 2020, and that

BDO be paid such compensation as may be allowed by this Court, and for such other further relief

as is deemed just and proper.

Dated: September 14, 2020 Respectfully submitted,

The Official Committee of Unsecured Creditors of Le Tote, Inc., et al .

LIQUIDITY CAPITAL II, L.P. Committee Chair

By: /s/ Oshri Harari Oshri Harari

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 12 of 50

Exhibit A

Proposed Order

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 13 of 50

Proposed Counsel to the Official Committee of Unsecured Creditors

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

------X

: Chapter 11 In re: : Case No. 20-33332 (KLP)

LE TOTE, INC., et al .1 : (Jointly Administered) Debtors. :

------X

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BDO CONSULTING GROUP, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Upon the application (the “Application”) of the Official Committee of Unsecured Creditors

(the “Committee”) in the above-captioned chapter 11 cases for entry of an order authorizing the

Committee to employ and retain BDO Consulting Group LLC (“BDO”) as its financial advisor

effective as of August 17, 2020, the date the Committee determined to employ BDO as financial

advisor in these cases, pursuant to section 1103 of title 11 of the United States Code; and upon the

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 14 of 50

Declaration of David E Berliner of BDO USA, LLP in support of the Application (the “Berliner

Declaration”) attached to the Application as Exhibit B ; and the Court having jurisdiction pursuant

to sections 157 and 1334 of title 28 of the United States Code to consider the Application and the

relief requested therein; and venue being proper in this Court pursuant to sections 1408 and 1409

of title 28 of the United States Code; and the Court being satisfied that notice of this Application

and the opportunity for a hearing on this Application was appropriate under the particular

circumstances and no further or other notice need by given; and the Court being satisfied, based

on the representations made in the Application and the Berliner Declaration, that BDO does not

represent or hold any interest adverse to the Debtors or their estates as to the matters upon which

BDO has been and is to be employed, and that BDO is a “disinterested person” as such term is

defined in section 101(14) of the Bankruptcy Code; and the Court having determined that the relief

sought in the Application is in the best interests of the Committee, the Debtors, their creditors, and

all parties in interest; and this Court having determined that the legal and factual bases set forth in

the Application and in the Berliner Declaration establish just cause for the relief granted herein;

and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that:

1. The Application is GRANTED to the extent set forth herein.

2. In accordance with section 1103(a) of the Bankruptcy Code and Bankruptcy Rule

2014, the Committee is authorized to employ and to retain BDO Consulting Group LLC as its

financial advisor, effective as of August 17, 2020, on the terms and conditions set forth in the

Application and in the Berliner Declaration.

3. BDO shall be entitled to allowance of compensation and reimbursement of

expenses upon the filing and approval of interim and final applications pursuant to the Bankruptcy

Rules, the Local Bankruptcy Rules, and such other orders as this Court may direct.

2 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 15 of 50

4. BDO shall apply for compensation and reimbursement in accordance with the

procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable provisions of the

Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, any order establishing procedures

for interim compensation, and any fee and expense guidelines of this Court..

5. BDO will provide ten (10) business days’ notice of any rate increases by notifying

the Committee, the Debtors, and the U.S. Trustee, and by filing a notice with the Court. The

Committee, the U.S. Trustee, and all parties in interest retain all rights to object to any rate increase

on all grounds including, but not limited to, the reasonableness standard provided for in section

330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant

to section 330 of the Bankruptcy Code.

6. No agreement or understanding exists between BDO and any other person, other

than as permitted by Section 504 of the Bankruptcy Code, to share compensation received for

services rendered in connection with these cases, nor shall BDO share or agree to share

compensation received for services rendered in connection with these cases with any other person

other than as permitted by Section 504 of the Bankruptcy Code.

7. The Committee and BDO are authorized to take all actions they deem necessary

and appropriate to effectuate the relief granted pursuant to this Order in accordance with the

Application.

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

enforceable upon its entry.

9. This Court shall retain jurisdiction with respect to all matters arising from or

relating to the interpretation or implementation of this Order.

3 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 16 of 50

Dated: ______Richmond, Virginia United States Bankruptcy Judge

4 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 17 of 50

WE ASK FOR THIS:

/s/ COOLEY LLP COOLEY LLP Cullen D. Speckhart (VSB 79096) Jay R. Indyke ( admitted pro hac vice ) Admitted to practice in Virginia, New York, Missouri Ian Shapiro ( admitted pro hac vice ) and Texas; Not admitted to practice in DC, supervised Evan Lazerowitz ( admitted pro hac vice ) by members of DC bar Paul Springer ( admitted pro hac vice ) 1299 Pennsylvania Avenue, NW, Suite 700 55 Hudson Yards Washington, DC 20004-2400 New York, NY 10001 Telephone: (202) 842-7800 Telephone: (212) 479-6000 Facsimile: (202) 842-7899 Facsimile: (212) 479-6275

Proposed Counsel to the Official Committee of Unsecured Creditors

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/ Cullen D. Speckhart

5 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 18 of 50

Exhibit B

Declaration of David E. Berliner

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 19 of 50

Proposed Counsel to the Official Committee of Unsecured Creditors

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

------X

: Chapter 11 In re: : Case No. 20-33332 (KLP)

LE TOTE, INC., et al .1 : (Jointly Administered) Debtors. :

------X

DECLARATION OF DAVID E. BERLINER OF BDO USA, LLP IN SUPPORT OF APPLICATION TO RETAIN AND EMPLOY BDO CONSULTING GROUP, LLC AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LE TOTE, INC., ET AL. , EFFECTIVE AS OF AUGUST 17, 2020

I, David E. Berliner, hereby declare, pursuant to 28 U.S.C. § 1746, as follows:

1. I am a Certified Public Accountant, licensed under the laws of the State of New

York, a Certified Insolvency and Restructuring Advisor (CIRA), a Certified Turnaround

Professional (CTP), and a partner in the firm of BDO USA, LLP (“BDO USA”), the parent entity

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 20 of 50

of BDO Consulting Group, LLC (“BDO Consulting”). I make this declaration pursuant to section

1103 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014

and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in support of

the accompanying application (the “Application”) of the Official Committee of Unsecured

Creditors (the “Committee”) of Le Tote, Inc., et al. , (the “Debtors”) to employ and retain BDO

Consulting as its financial advisor.

2. BDO Consulting 2 is a consulting and financial advisory firm with offices at 100

Park Avenue, New York, New York 10017, and other locations throughout the United States.

BDO’s professionals have extensive familiarity with the accounting practices in insolvency

matters in bankruptcy courts throughout the United States.

3. Subject to this Court’s approval, BDO proposes to provide financial advisory

services to the Committee, at the rates approved by the Court, in compliance with section 1103 of

the Bankruptcy Code. Unless otherwise stated in this declaration, I have personal knowledge of

the facts set forth herein. To the extent any information disclosed herein requires amendment or

modification upon BDO’s completion of further review or as additional party in interest

information becomes available, a supplemental declaration will be filed with the Court reflecting

such amended or modified information.

QUALIFICATIONS OF ADVISOR AND COMPENSATION 4. As set forth in the Application, on August 17, 2020, BDO was retained, subject to

the Court’s approval, as the Committee’s financial advisor. BDO immediately began rendering

services to and for the Committee.

2 Certain of the services provided to the Committee will be performed by personnel of BDO USA, the parent entity of BDO Consulting. Accordingly, (i) I believe all representations made in the affidavit are true and accurate for both BDO USA and BDO Consulting and (ii) conflict checks were performed on behalf of BDO USA and BDO Consulting (collectively (“BDO”)) and disclosures for both entities are set forth herein and on Schedule 2 attached hereto.

2 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 21 of 50

5. Based on my discussions with the Committee and my knowledge of the issues to

be addressed in the Bankruptcy Case, I believe that the services provided to the Committee will

involve complex issues and require the services of BDO as described in the Application. For the

reasons stated in the Application, to the best of my knowledge, BDO and the professionals it

employs are qualified to provide services to the Committee in the matters for which BDO is

proposed to be employed.

6. Subject to the Court’s approval, BDO will bill for its financial services on an hourly

basis in accordance with its established hourly rates for work of this nature, at rates in effect on

the date the services are rendered. The range of rates charged by BDO’s professionals and

paraprofessionals assigned to primarily render services on behalf of the Committee are set forth in

the Application and Declaration, respectively, but are subject to periodic increase in the normal

course of BDO’s business to reflect changes in responsibilities, increased experience and increased

cost of doing business. The hourly billing rates as of the date of this Declaration are as follows:3

Partners / Managing Directors $595 to $850 per hour Directors / Sr. Managers $495 to $595 per hour Managers $350 to $495 per hour Senior Associates $225 to $395 per hour Staff 4 $150 to $250 per hour

I anticipate that the professionals who will work on this matter, and their current respective hourly

billing rates, are as follows:

Professional Position Rate David Berliner Partner $795 Michele Michaelis Managing Director $685 Ryan Zenga Director $550 John Gervais Senior Associate $350

3 BDO will advise the Debtors and the United States Trustee of any increase in its hourly rates over and above the rates shown above. 4 BDO represents that this category does not include secretarial time and BDO will not include in its applications for allowance of fees associated with secretarial work.

3 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 22 of 50

7. These rates are set at a level designed to compensate BDO for the work of its

financial advisors and to cover fixed and actual out-of-pocket expenses in accordance with the

applicable provisions of the Bankruptcy Code, the Local Rules of this District and Bankruptcy

Court, and any orders as may be entered by this Court herein governing compensation to

professionals duly employed herein.

8. BDO will maintain detailed, contemporaneous records of time and any actual and

necessary expenses incurred in connection with the rendering of the financial services for the

Committee as described in the Application

BDO’S DISCLOSURE PROCEDURES

9. BDO is the U.S. member firm of BDO International. BDO International is an

organization comprised of member firms that have standardized policies, procedures and quality

control but do not share profits and are not legally connected such as a partnership.

10. Relying on a list of creditors and parties-in-interest involved in this case as provided

by the Debtors and reflected on Schedule 1 to this Declaration, BDO conducted a review of the

records of BDO to determine the existence of any interest adverse to the Committee or which

would otherwise create a conflict of interest in connection with its engagement in this matter.

11. BDO’s review, completed at my request, consisted of queries of an internal

computer database containing the names of individuals and entities that are clients of BDO in order

to identify potential relationships and contacts, and a further query of BDO professionals with

regard to any potential conflicts thereby revealed.

12. Based upon my review, and except as further noted in this Declaration, it is my

belief that the partners, professionals and paraprofessionals of BDO (i) do not have any connection

with the Debtors, their creditors or parties-in-interest; (ii) do not have any connections with the

4 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 23 of 50

United States Trustee or any person employed by the Office of the United States Trustee; (iii) are

“disinterested persons,” as defined in Section 101(14) of the Bankruptcy Code; and (iv) do not

hold or represent any interest adverse to the Committee.

13. To the best of my knowledge, BDO has performed and presently may be

performing auditing, audit related, tax or consulting services unrelated to the Debtors for creditors

or other parties of interest, as listed on Schedule 2 hereto. To the best of my knowledge, each of

these engagements relate to matters totally unrelated to the Debtors’ cases for which BDO is

seeking to be engaged. BDO will not represent the entities listed in Schedule 2 in any matters

involving the Debtors.

14. Due to the diversity of BDO’s practice areas, BDO may have rendered or may now

be rendering financial services to certain creditors or other interested parties, or may have been or

may now be involved in projects in which financial advisors or accountants for these creditors or

interested parties were involved, in matters unrelated to the Debtors and the Committee. None of

the services provided, however, include any matter related to the Bankruptcy Cases and none, to

my knowledge, constitute an interest materially adverse to the Committee. Moreover, as part of

its practice, BDO appears in cases, proceedings, and transactions involving many different

attorneys, accountants, financial consultants, and investment bankers, and other entities, some of

whom now or may in the future represent creditors and parties-in-interest in the Bankruptcy Cases.

BDO has not, and will not, represent any such entities in relation to the Bankruptcy Cases, nor

does BDO have any relationship with any such entities or professionals that would be adverse to

the Debtors, the Debtors’ estates, the Committee, or any other interested party in the matters upon

which BDO is to be employed.

5 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 24 of 50

15. In addition, BDO has in the past, and may currently, and will likely in the future be

working with or against other professionals involved in these cases in matters unrelated to the

Debtors and these cases. Based on our current knowledge of the professionals involved, and to

the best of my knowledge, none of these business relationships create interests adverse to the

Debtors in matters upon which BDO is to be employed, and none are in connection with the chapter

11 cases.

16. BDO has evaluated potential conflicts of interest and believes that none exist. The

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

have been made to discover and eliminate the possibility of any conflict, including the efforts

outline above, BDO is unable to state with certainty whether one of its clients or any affiliated

entity holds a claim or otherwise is a party-in-interest in the Bankruptcy Cases. If BDO discovers

any conflict of interest in the future, or any information that is contrary to or pertinent to the

statements made herein, BDO will disclose such information to the Committee, the Debtors, the

United States Trustee, other parties-in-interest in the Bankruptcy Cases, and the Court.

17. In light of the foregoing, I believe BDO is a “disinterested person,” as that term is

defined in section 101(14) of the Bankruptcy Code, as modified by section 1103(b) of the

Bankruptcy Code. As such, the employment of BDO as financial advisor for the Committee is

appropriate and should be approved.

SERVICES PROVIDED

18. BDO will not perform any financial advisory services that would be duplicative of

any other professional retained by the Debtors or the Committee.

19. The financial advisory services BDO agreed to provide are detailed in the

accompanying Application and the same is incorporated herein by reference.

6 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 25 of 50

20. The foregoing constitutes the statement of BDO pursuant to sections 504 and 1103

of the Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016(a).

I reserve the right to supplement this Declaration.

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

Dated: New York, New York /s/ David Berliner September 14, 2020 David E. Berliner

7 Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 26 of 50

SCHEDULE 1

Parties in Interest List

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 27 of 50

Debtor Entities Le Tote, Inc. French Tote LLC Le Tote, LLC Lord & Taylor LLC LT Card Company LLC

Administrative Agents / Lenders ABL Credit Agreement Wells Fargo, National Association Term Loan TCG BDC, Inc. TCG BDC II, Inc. OFI Carlyle Private Credit Fund Seller Note HBC US Propco Holdings, LLC Lord & Taylor Holdings, LLC Inventory Note HBC US Propco Holdings, LLC Lord & Taylor Holdings, LLC Irrevocable Letter of Credit Silicon Valley Bank Central Valley Industrial Core Holdings, LLC Master Proceeds Agreement Liquidity Capital II L.P. Unsecured Credit Facility ClearBank, Ltd.

Equity Holders of Greater than 5% HBC US Propco Holdings LLC Brett Northart Azure Capital Partners III, L.P. Rakesh Tondon Accelerate-IT Ventures Fund I, LP

Directors and Officers Current Directors and Officers Rakesh Tondon Brett Northart Ed Kremer Robert Wehrle David MacDougall Charlie Bowman Dan Mickelson Michael Van Den Berg Robert Escobar Matt Krueger

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 28 of 50

Former Directors and Officers Theodore Li Ruth Hartman Jana Beiswenger Brian Hoke Lauren Rosenthal Neera Graf Kristen Nesbit Lauren Miller Nicholas Fairbairn Vijay Khare James Tagliani Amy Ard Jennifer Grasso Shyam Sundar Richard Baker Andrew Blecher Mark Fedorowycz Helena Foulkes Stephen Gold Elliot Grundmanis Bari Harlam Patricia Heaney Suzanne Lee Janis Leigh Jeffrey Levy Kerry Mader Marc Metrick Bruce Moore Mindy Novack Sayen Pather Franco Perugini Ian Putnam Edward Record Becky Roof Kurt Schneider David Schwartz Lu Zhang

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 29 of 50

Parties to Litigation

500 Broadway, LLC Age Group Ltd. Alexandria Rudolph Amazon.com, Inc. Ambrose Gray and David Bowen Arkansas Federal Credit Union Bareweb, Inc. BELK, INC. Bernadette Beekman Bernard Chaus, Inc Bert Lasselle BHLDN.com, LLC Bina Radosti Bledsoe, Kendra Bloomingdale's Inc. BOP LLC Bounce Exchange, Inc. Carl Crump Casillas Century 21 Department Stores LLC Chanel, Inc. Compass Group, USA David's Bridal DePalma Dillard's, Inc. DSW Shoe Warehouse, Inc. Eminent, Inc. Essential Brands Inc. Facebook Forem Packing, Inc. Gold Value International Textile, Inc. Hudson's Bay Company J.C. Penney Corporation, Inc. Jing Zhao Kellwood Klauber Brothers, Inc. Kline LGB, Inc. LORD & TAYLOR HOME, LLC LT Propco, LLC Luliana Hoxha Macy's, Inc. Melon Technologies, LLC Monique Hawkins

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 30 of 50

Nordstrom, Inc. Pacific Eurotex Corp Pieros Construction Reaction Retail, LLC Rickhouse Media, Inc. Saks & Company LLC Sanaphol Sonexay Soojin Moon SP 35 L.P. Steve Madden, Ltd. Taerim Co., LTD. The Levy Group Inc. Thomas Kennedy Tianhai Lace Troy Toon Urban Outfitters, Inc. Wendy Levitt Wildflower + Co., Inc. Xcel-CT MFG, LLC. Xiomara Morales ZZ Fashion Corp.

Top 100 Vendors G III LEATHER FASHIONS INC POLO/RALPH LAUREN CORPORATION MICHAEL KORS WHOLESALE LOCKBOX 360I LLC L'OREAL LANCOME Alvarez & Marsal Private Equity Performance Improvement Group, LLC CHUBB XSCAPE EVENINGS LTD CALERES,INC CHANEL INC RALPH LAUREN CHILDRENWEAR STEVEN MADDEN LTD. CRITEO CORP FOWNES BROTHERS AND CO DESIGNER FRAGRANCE DIV NIC + ZOE V. FRAAS CHRISTIAN DIOR PERFUMES, INC. Ceridian HCM, Inc. TOMMY BAHAMA KIEHL'S SINCE 1851 KATE SPADE & COMPANY ERP Logic, LLC

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 31 of 50

ALEX APPAREL GROUP, INC. SUPREME INTL SANCTUARY CLOTHING JONES NY ME TOO DEMOCRACY BETSY N ADAM SALES MANHATTAN BEACHWEAR INC PACIFIC ALLIANCE USA INC FACEBOOK INC. XCEL-CT MFG LLC LUCKY BRAND BATHING SUITS WACOAL AMERICA INC. HIGHLINE UNITED LLC THE LEVY GROUP/LAUNDRY NINA FOOTWEAR CORP. URBAN OUTFITTERS WHSL INC DAVID PEYSER SPORTSWEAR INC. FLIK INTERNATIONAL CORP-417632 QUAD/GRAPHICS INC. KASPER GROUP,LLC HFC PRESTIGE PRODUCTS INC. KOMAR INTIMATES LLC FRENCH CONNECTION KURT GEIGER LTD AMEREX OF CALIFORNIA LEVI'S STRAUSS & CO. LEON MAX INC. EUROITALY INC/FEI LUCKY BRAND DUNGAREES,LLC THOMPSON LOCK & SUPPLY CORP. MAMIYE BROTHERS INC OXFORD APPAREL TOMS SHOES INC. S. ROTHSCHILD AND COMPANY THE ECHO DESIGN GROUP INC. UPS Bounce Exchange Inc. MIRACLESUIT BY SWIMSHAPER CALVIN KLEIN KIDS UNDERWEAR Deloitte UNDER ARMOUR GBG USA INC LXR LXUE,INC DESIGNER GROUP SUPREME INTERNATIONAL CORP.

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 32 of 50

BERNARD CHAUS INC. L2T INC AFCO KAREN KANE SALANT CORPORATION GENESCO/JOHNSON & MURPHY PricewaterhouseCoopers LLP VINCENT CAMUTO LLC Facebook, Inc. KAYSER-ROTH CORPORATION BAK GIRLS INC SDI Industries, Inc MARC JACOBS INTERNATIONAL LLC JOCKEY CAROLE HOCHMAN DESIGN GROUP INTER PARFUMS LUXURAY BRANDS CREATIVE IMPORTS,LLC THE JEWELRY GROUP INC HUDSON CLOTHING INC HUGO BOSS FASHIONS INC. GBG USA INC.C/O THE CIT GROUP RALPH LAUREN FOOTWEAR INC. ADRIANNA PAPELL EVENING MYSTIC INC DOLCE VITA FOOTWEAR INC SYNCLAIRE BRANDS INC LALI JEWELERY INC. PREMIUM DENIM LLC/PAIGE DENIM ADIDAS AMERICA INC

Top 50 Creditors Wells Fargo, National Association OFI Carlyle Private Credit Fund HBC US Propco Holdings, LLC Liquidity Capital II L.P. G III LEATHER FASHIONS INC POLO/RALPH LAUREN CORPORATION MICHAEL KORS WHOLESALE LOCKBOX 360I LLC L'OREAL LANCOME Alvarez & Marsal Private Equity Performance Improvement Group, LLC CHUBB XSCAPE EVENINGS LTD CALERES,INC CHANEL INC RALPH LAUREN CHILDRENWEAR

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 33 of 50

STEVEN MADDEN LTD. CRITEO CORP FOWNES BROTHERS AND CO DESIGNER FRAGRANCE DIV NIC + ZOE V. FRAAS CHRISTIAN DIOR PERFUMES, INC. Ceridian HCM, Inc. TOMMY BAHAMA KIEHL'S SINCE 1851 KATE SPADE & COMPANY ERP Logic, LLC ALEX APPAREL GROUP, INC. SUPREME INTL SANCTUARY CLOTHING JONES NY ME TOO DEMOCRACY BETSY N ADAM SALES MANHATTAN BEACHWEAR INC PACIFIC ALLIANCE USA INC FACEBOOK INC. XCEL-CT MFG LLC LUCKY BRAND BATHING SUITS WACOAL AMERICA INC. HIGHLINE UNITED LLC THE LEVY GROUP/LAUNDRY NINA FOOTWEAR CORP. URBAN OUTFITTERS WHSL INC DAVID PEYSER SPORTSWEAR INC. FLIK INTERNATIONAL CORP-417632 QUAD/GRAPHICS INC. KASPER GROUP,LLC HFC PRESTIGE PRODUCTS INC. KOMAR INTIMATES LLC FRENCH CONNECTION KURT GEIGER LTD

Landlords Stockton DC SF HQ Eastchester Fashion Center (Ridgewood) Stamford Westfield Garden City (Long Island)

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 34 of 50

Bridgewater Commons King of Prussia Plaza Fair Oaks Mall Freehold Raceway Mall Rockaway Town Square Mall Willowbrook Mall (Wayne) Woodfield Mall Twelve Oaks Mall The Mall in Columbia Walden Galleria Quakerbridge Mall Garden State Plaza Walt Whitman (L&T) Burlington Mall Livingston Mall South Shore Plaza (Braintree) Natick Mall South Shore (Bay Shore) Northbrook Court Westfarms Mall Carousel Center Danbury Fair Mall Manhasset Chevy Chase Eastview Mall Trumbull White Flint Bala Cynwyd Shopping Center Crossgates Mall Mizner Park Prudential Center Ridge Hill Mall The Mall at Rockingham Park New York HQ

Professionals Debtor Professionals Kirkland & Ellis LLP Berkeley Research Group, LLC KPMG Liquidator - TBD (HILCO, Great American) USI HMAdviseCo, LLC dba Nfluence Partners BA Securities, LLC Katten Muchin Rosenman LLP Bankruptcy Management Solutions dba Stretto

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 35 of 50

Creditor Professionals Choate Hall & Stewart LLP Cooley LLP Otterbourg P.C. Willkie Farr & Gallagher LLP Whiteford, Taylor & Preston LLP

Insurance CHUBB AXA Liberty Mutual Allianz NFIP Western World Insurance Company Underwriters at Lloyd's Tokio Marine STARR Hanover Beazley Great American

Insurance Brokers USI Insurance Companies, LLC

Sureties Philadelphia Indemnity Insurance Company

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 36 of 50

Utility Providers 15 West 436 5th Ave-Con Edison Albany Water Aqua Pennsylvania/70279 Aquarion Water Company of CT Bala- Philly Elec Baltimore Gas & Electric Co Bay Shore Con Ed - Constellation NewEnergy Bay Shore LIPA Borough of Paramus, NJ Boston -NSTAR/ConEdison Boston Water and Sewer Commission Braintree Water & Sewer Dept Bridgewater Township Burlington NSTAR Carousel Central-16 West 39 Champion Energy Services, LLC/4723 City of Boca Raton, FL City of Novi, MI City of Stamford WPCA City of Stockton City of Syracuse City of Wilkes-Barre- Sewer Maint Fee Coast Fire Equipment Comcast Con Edison ConEdison Solutions/Liberty Power, IL Connecticut Natural Gas Corp (CNG) Constellation NewEnergy/4640 DC Water and Sewer Authority Eatontown Sewer Authority EDF Energy Services, LLC Elizabethtown Water Company Engie Insight Services, Inc. Eversource Energy 660753/56007 Fair Oaks Fairfax Water - VA FGL Labs First Energy Florida Power & Light Company (FPL) Florida Public Utilities/2137 Garden City Con Ed Garden City Keyspan Garden City LIPA

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 37 of 50

Garden State Plaza Garden State PSE&G Green Mountain Energy Hudson Energy Services Incorporated Village of Garden City, NY Infinite Energy Intelligent Energy Kinetix King of prussia Lawrence Township Tax Office Liberty Power Holdings, LLC Liberty Power, IL Liberty Utilities \CONEDISON SOLUTIONS Loudoun Water Madison Commercial Fuels Manhasset - LIPA Manhasset-Lakeville Water District MidAmerican Energy Company/Liberty Power Holdings LLC Middlesex Water Company Monmouth - ConEd Solutions National Grid New Jersey American Water Company/371331 New York Gas Consolidated New York Steam Consolidated Nicor Gas/2020/0632/5407 NYC Water Board Orange and Rockland Utilities (O&R) Palisades Pennsylvania-American Water Company PEPCO (Potomac Electric Power Company) PSE&G-Public Service Elec & Gas Co Quakerbridge RG&E - Rochester Gas & Electric Ridge hill Green mountain Energy Ridgehill Con Edison Ridgewood - Public Ridgewood PSE&G(18) Rockaway - ConEd Solutions Rockaway Township Municipal Utility South Huntington Water Southshore Stamford - yankee Stuyvesant/Approved Oil Company Suffolk County Water Authority - NY Sunedison LLC Taubman Auburn Hills Associates LP

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 38 of 50

Tax Collector, City of Danbury, CT Town of Burlington, MA Town of Natick, MA Town of Salem, NH Town of Westfield, NJ Township of Freehold, NJ Township of Livingston, NJ Township of Moorestown, NJ Township of Wayne, NJ Township of Woodbridge Sewer Utility Trumbull WPCA Twelve Oaks - Detroit Edison Tysons UGI Energy Services LLC UGI Utilities Inc United Illuminating Company UNITED WATER NEW JERSEY UNITIL NH Gas Operations Utility Telecom Village of Northbrook, IL Village of Nyack Water Dept., NY Village of Schaumburg, IL Walden-Buffalo-National Grid Walt Whitman Con Ed Walt Whitman LIPA Washington Suburban Sanitary Commission Waste Management Water Revenue Bureau West Farms-Conn.Lt & Pwr Westchester (09) Westchester Con Ed Westchester Infinite Energy Westfarms Associates Wilkes-Barre Township Sewer Maintenance Willowbrook Woodbridge Woodfield - Comed/Champion Energy Woodfield - First Energy Wyoming Valley Sanitary Authority

Taxing / Regulatory Authorities Abington Twp Tax Department Alabama Department Of Revenue Alabama Income Tax Division Albany County Tax Department Ambler Borough Tax Department

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 39 of 50

Amhest Department Of Revenue Archbald Tax Department Arizona Department Of Revenue Arizona State Dept Of Revenue Arkansas Department Of Revenue Arkansas Dept Of Finance Ashley Borough Tax Department Aurora Sale Tax Division Avoca Borough Tax Department Banks Twp Tax Department Bear Creek Twp Tax Department Bensalem Twp Tax Department Benton Twp Tax Department Bergen County Tax Department Berks Eit Bureau Berwick Borough Tax Department Bessemer Alabama Tax Department Bethlehem City Tax Department Bethlehem Township Tax Department Black Creek Twp Tax Department Blakely Borough Tax Department Bloomsburg Tax Department Borough Of Bridgeport Tax Department Borough Of Phoenixville Tax Department Borough Of Pottstown Bourbon County Occup Lic Fee Boyd County Occupational Tax Bristol Tax Department Burlington Twp Tax Department Bushkill Twp Tax Department Butler Twp Tax Department CA Employment Development Department California Department Of Revenue California Department Of Tax & Fee Administration Carbondale City Tax Department Carbondale Twp Tax Department Cass Twp Tax Department Chester City Tax Department Chester Twp Tax Department Chestnut Hill Twp Tax Department City & County Of San Francisco City Brook Park City Of Akron Ohio City Of Allentown Tax Department City Of Ashland City Of Battle Creek

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 40 of 50

City Of Bellefontaine City Of Birmingham City Of Bowling Green City Of Canton City Of Cincinnati Tax Bureau City Of Covington City Of Cuyahoga Falls City Of Dayton Tax City Of Detroit Treasurer City Of Dublin City Of Flint Treasurer City Of Greenville City Of Greenwood Village City Of Haleyville City Of Hamilton City Of Hamtrack Treasurer City Of Higland Park Treasurer City Of Hopkinsville City Of Huber Heights City Of Kansas City Missouri City Of Lansing Treasurer City Of Mansfield City Of Muskegon City Of Norwood City Of Owensboro Treasurer City Of Parma City Of Pittsburgh City Of Pontiac Treasurer City Of Saginaw City Of Sharonville City Of Sheridan City Of St Bernard City Of Stow City Of Twinsburg City Of Vandalia Income Tax City Of Walker City Of Warren City Of Westerville City Of Wilmington Clarks Green Borough Tax Department Clarks Summit Borough Tax Department Clifoton Twp Tax Department Clinton Twp Tax Collector Cloverleaf Lsd Collegeville Borough Tax Department Colorado Department Of Labor And Employment

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 41 of 50

Colorado Department Of Revenue Columbia County Tax Office Columbus City Treasurer Commission Of Tax City Of Toledo Connecticut Dept Of Revenue Conyngham Borough Tax Department Conyngham Twp Tax Collector Cook County Tax Department Coolbaugh Tax Department Courtdale Borough Tax Department Dallas Borough Tax Collector Dallas Twp Tax Collector Dalton Tax Department Darby Township Municipal Building DC Treasurer Delaware Department Of Revenue Dennison Twp Tax Department Denver Manager Of Revenue Dickson City Tax Department Dingman Twp Tax Department Dorrance Twp Tax Department Dunmore Borough Tax Collector Dupont Borough Tax Department Duryea Borough Tax Department East Brandywine Twp Tax Department East Fallowfield Twp Tax Department East Goshen Twp Tax Department East Lampeter Twp Tax Department East Norriton Twp Tax Department East Stroudsburg Borough Tax Department East Whiteland Twp Tax Office Easton City Tax Department Eaton Twp Tax Department Edwardsville Borough Tax Department Emmaus Borough Tax Department Erie County Tax Department Essex County Tax Department Exeter Borough Tax Department Exeter Twp Tax Department Fairfax County Tax Department Fairfield County Tax Department Fairmount Twp Tax Department Fairview Twp Tax Department Falls Twp Tax Department Fayette County Public School Fishing Creek Twp Tax Department

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 42 of 50

Florida Department Of Revenue Forest City Borough Tax Department Forks Twp Tax Department Forty Fort Borough Tax Department Foster Twp Tax Department Fountain Hill Borough Tax Department Franklin Park Borough Tax Department Franklin Twp Tax Department Gadsden Revenue Dept Georgia Department Of Revenue Glenburn Township Tax Department Glenolden Borough Tax Department Guam Department of Revenue and Taxation Hanover Twp Tax Dept Harrisburg City Hartford County Tax Department Harveys Lake Borough Tax Department Havertown Twp Tax Department Hawaii State Tax Collector Hazelton City Tax Department Hazle Twp Tax Department Hemlock Township Tax Dept Hereford Twp Tax Department Herrick Twp Tax Department Hilltown Twp Tax Department Honesdale Borough Tax Department Horsham Township Tax Department Howard County Tax Department Hughestown Borough Tax Department Hunlock Twp Tax Department Huntington Twp Tax Department Illinois Department Of Revenue Jefferson Twp Tax Department Jenkings Twp Tax Department Jenkintown Borough Tax Department Jermyn Borough Tax Department Kansas Dept Of Revenue Kentucky Department Of Revenue Kentucky State Treasurer Kidder Twp Tax Department Kingston Tax Department Kingston Twp Tax Department Kline Twp Tax Department La Plume Twp Tax Collector Laflin Borough Tax Department Lake Township Tax Department

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 43 of 50

Lansdowne Borough Tax Department Larksville Borough Tax Department Laurel Run Borough Tax Department Lehman Twp Tax Collector Lenox Twp Tax Department Leslie County Lexington Fayette Lima City Limerick Twp Tax Department Lititz Borough Tax Department Lorain City Tax Lorain Department Of Revenue Louisiana Dept Of Revenue Louisville/Jefferson County Lower Gwynedd Twp Lower Makefield Twp Tax Department Lower Merion Twp Tax Department Lower Providence Twp Tax Department Lower Southampton Twp Tax Department Luzerne Borough Tax Department Maine Bureau Of Taxation Maine Revenue Services Malvern Borough Tax Department Marple Twp Tax Department Maryland Comptroller Of The Treasury Massachusetts Department Of Revenue Maumee City Mcadoo Borough Tax Department Mercer County Tax Department Michigan Department Of Treasury Middle Smithfield Twp Tax Department Middlesex County Tax Department Middletown Borough Tax Department Millbourne Borough Tax Office Millville Borough Tax Department Minnesota Department Of Revenue Mississippi Tax Commission Missouri Department Of Revenue Monmouth County Tax Department Monroe County Tax Department Monrow Twp Tax Department Montana State Treasurer Montgomery County Tax Department Montgomery Twp Tax Department Moore Twp Tax Department Moosic Borough Tax Department

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 44 of 50

Morris County Tax Department Morrisville Tax Department Moscow Borough Tax Department Mount Pocono Tax Department Ms Department Of Revenue Mt. Carmel Township Tax Collector N.J. Division Of Taxation Nanticoke Tax Department Narberth Borough Tax Department Nassau County Tax Department Nazareth Borough Tax Department Nebraska Dept Of Revenue Nescopeck Twp Tax Department Nevada Department Of Taxation New Castle Twp Tax Department New Cumberland Borough Tax Department New Hampshire Department Of Revenue Administration New Hope Borough Tax Department New Mexico Revenue Division New Ringgold Tax Department New Stanton Borough Tax Department New Vernon Twp Tax Department New York County Tax Department New York Department Of Revenue New York State Department Of Taxation And Finance Newport Twp Tax Department Norfolk County Tax Department Norristown Borough Tax Department North Carolina Department Of Employment Services North Carolina Department Of Revenue North Coventry Twp Tax Department North Ridgeville City North Whitehall Township Tax Department Northampton Borough Tax Department Northampton Twp Tax Department Noxen Twp Tax Department Nuangola Borough Tax Department NYC Department Of Finance NYS Employment Contributions And Taxes Nys Income Tax NYS Promptax - Sales Tax Oakland County Tax Department Office Of Uc Tax Services Central Operations Division Ohio Department Of Job And Family Services Ohio Department Of Revenue Ohio Department Of Taxation

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 45 of 50

Ohio School District Oklahoma Department Of Revenue Oklahoma Employment Security Commission Oklahoma Tax Commission Old Forge Borough Tax Department Olyphant Borough Tax Department Onondaga County Tax Department Oregon Department Of Revenue PA Department Of Revenue Palm Beach County Tax Department Parma Department Of Revenue Parma Department Of Revenue Passaic County Tax Department Pen Argyl Borough Tax Department Penn Forest Twp Tax Department Penn Hills Twp Tax Collection Pennsylvania Department Of Revenue Philadelphia Department Of Revenue Pine Twp Tax Department Pittston City Tax Department Pittston Twp Tax Department Plains Twp Tax Department Plymouth Borough Tax Department Plymouth Township Tax Department Pocono Twp Tax Department Polk Twp Tax Department Pottsville Tax Department Pringle Borough Tax Department Prompton Borough Tax Department Radnor Twp Tax Department Regional Income Tax Agency RI Division Of Taxation Rice Township Tax Department RITA Tax Authority Rockingham County Tax Department Ross Twp Tax Department Salem Twp Tax Department Salex Twp Tax Department Salisbury Twp Tax Department San Francisco County Tax Department San Joaquin County Tax Department Scott County Scott Twp Tax Department Scranton Single Tax Office Scrubgrass Township Tax Department Shenandoah Borough Tax Department

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 46 of 50

Shickshinny Borough Tax Department Shrewsbury Twp Tax Department Skippack Twp Tax Department Slocum Twp Tax Department Smithfield Twp Tax Department Somerset County Tax Department South Abington Twp Tax Department South Cannan Twp Tax Department South Carolina Tax Commision South Carolina Department Of Revenue South Centre Twp Tax Department South Dakota Department Of Revenue South Whitehall Twp Tax Department Spring Brook Twp Tax Department Springfield Income Tax Division Springfield Twp Tax Department St Louis Collector Of Revenue State Of Idaho Treasurer State Of Iowa Stockton Department Of Revenue Stroud Twp Tax Department Stroudburg Borough Tax Department Suffolk County Tax Department Sugar Notch Borough Tax Department Sugarcreek Borough Tax Department Sugarloaf Twp Tax Department Swoyersville Borough Tax Department Tamaqua Borough Tax Department Taxation And Revenue Department Taylor Borough Tax Department Telford Borough Tax Department Tennessee Department Of Revenue Texas Comptroller Of Public Accounts Texas Department Of Revenue The City Of Mason Tax Office The City Of Reynoldsburg Regional Income Tax Agency Thornhurst Twp Tax Department Throop Borough Tax Department Tobyhanna Twp Tax Department Towamencin Twp Tax Department Township Of East Union Tax Department Tredyffrin Township Tax Office Tunkhannock Twp Tax Collector Union County Tax Department Union Twp Tax Department Upper Darby Twp Tax Office

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 47 of 50

Upper Macungie Twp Tax Department Upper Merion Twp Tax Department Upper Providence Twp Tax Department Upper Southampton Twp Tax Department Upper Uwchlan Township Tax Department Utah State Tax Commission VEC Central Office Vermont Department Of Taxes Virgin Islands Virginia Department Of Revenue Warrior Run Borough Tax Department Washington Dc Department Of Revenue Washington DC Tax Department Washington Twp Tax Department West Chester Borough Tax Department West Hazleton Borough Tax Department West Norriton Twp Tax Department West Pittston Borough Tax Department West Virginia Department Of Revenue West Virginia Sales Tax Unit West Wyoming Borough Tax Department Westchester County Tax Department White Haven Borough Tax Department Whitehall Twp Tax Department Whitemarsh Twp Tax Department Wilkes Barre Twp Tax Department Wisconsin Department Of Revenue Worcester Twp Tax Department Wright Twp Tax Department Wyoming Borough Tax Department Wyoming Department Of Revenue Yardley Borough Tax Department Yatesville Borough Tax Department Yeadon Borough Tax Department Yonkers Department Of Revenue

Bankruptcy Judges Stephen C. St. John Kevin R. Huennekens Brian F. Kenney Klienette H. Kindred Keith L. Phillips Frant J. Santoro

Office of the United States Trustee Joseph A. Guzinski

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 48 of 50

Kenneth Whitehurst III Margaret K. Garber John P. Fitzgerald III June E. Turner Peggy T. Flinchum Shannon F. Pecoraro Theresa E. McPherson

Lien Search Results GE Money Bank GE Capital Retail Bank RICHLINE GROUP, INC. LE VIAN CORP. Eloquence Corporation LJM, INC. WLXT, LLC B.H. MULTI COM CORP. CISCO SYSTEMS CAPITAL CORPORATION IBM CREDIT LLC Bank of America, N.A. IKON FINANCIAL SVCS B. H. MULTI COLOR CORP. RUGS AMERICA CORPORATION LALI JEWELRY INC. CITIZEN WATCH COMPANY OF AMERICA, INC. Hilco Merchant Resources, LLC HBC US Propco Holdings LLC Wells Fargo Bank, National Association TCG BDC, Inc. CRIMINAL COURT OF THE CITY OF NEW YORK DeShawn Williams Mildoris Temkin Jason B. Bass Philadelphia Indemnity Insurance Company Maria Verderber Isadora Myrna Levin Steven Cavallo Tianhai Lace USA, Inc. Susannah Mulhearn Bina Radosti Bernadette Beekman Arkansas Federal Credit Union Tianhai Lace USA, Inc. Wildflower + Co., Inc. Klauber Brothers, Inc. The Adoni Group, Inc.

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 49 of 50

DE LAGE LANDEN FINANCIAL SERVICES, INC. Xeros, Inc. Bijon Hill PersonalWeb Technologies, LLC CITY NATIONAL BANK CORPORATION SERVICE COMPANY HORIZON TECHNOLOGY FINANCE CORPORATION HORIZON CREDIT II LLC SILICON VALLEY BANK Trinity Capital Fund III, L.P. SWAY VENTURES FASHION IT ROYAL JEWELRY MANUFACTURING, INC. DIAMONDS FOREVER OF USA INC MARCO MOORE INC.

Committee Members The CIT Group/Commercial Services, Inc. Liquidity Capital II L.P. G III LEATHER FASHIONS INC

Case 20-33332-KLP Doc 333 Filed 09/14/20 Entered 09/14/20 16:08:31 Desc Main Document Page 50 of 50

SCHEDULE 2

Potential Parties in Interest

Administrative Agents Utility Providers Silicon Valley Bank Bridgewater Comcast Equity Holders Engie Insight Services, Inc. Azure Capital Partners III, L.P. Hudson Energy Services Southshore Insurers, Surety Bonds UGI Energy Services LLC AXA Village of Northbrook, IL Tokyo Marine Waste Management

Lien Search Parties Vendors Bank of America, N.A. Alvarez & Marsal Corporation Service Company Chubb Sway Ventures Criteo Corp Deloitte Parties to Litigation Euroitaly Inc./FEI Compass Group, USA French Connection Dillard’s Inc. Interparfums Luxury Brand Facebook Kurt Geiger Ltd Urban Outfitters, Inc. L’Oreal Lancome Michael Kors Professionals PricewaterhouseCoopers LLP Berkeley Research Group, LLC Quad/Graphics Inc. Kirkland & Ellis LLP Sanctuary Clothing KPMG Under Armour USI

Taxing Authorities Colorado Dept of Labor & Employment Virgin Islands West Virginia Department of Revenue