Certification of Counsel Regarding Amended And

Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 1 of 5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------x : In re: : Chapter 11 : 1 Case No. 20-13076 (BLS) FHC HOLDINGS CORPORATION, et al., : : Debtors. : Jointly Administered : : Re: D.I. 45, 295, 384, 916 ------x

CERTIFICATION OF COUNSEL REGARDING AMENDED AND SUPERSEDING OMNIBUS ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF BROOKFIELD UNEXPIRED LEASES AND GRANTING RELATED RELIEF

The undersigned, co-counsel to FHC Holdings Corporation (f/k/a Francesca’s Holdings

Corporation) and its affiliated debtors and debtors in possession (collectively, the “Debtors”), certifies that:

1. On December 4, 2020, the Debtors filed the Motion of Debtors for Entry of

Orders (I)(A) Approving Bidding Procedures for Sale of Substantially All of the Debtors’ Assets,

(B) Approving Stalking Horse Bid Protections, (C) Scheduling Auction for, and Hearing to

Approve, Sale of Substantially All of the Debtors’ Assets, (D) Approving Form and Manner of

Notices of Sale, Auction and Sale Hearing, (E) Approving Assumption and Assignment

Procedures and (F) Granting Related Relief and (II)(A) Approving Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Interests and Encumbrances, (B)

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are FHC Holdings Corporation (f/k/a Francesca’s Holdings Corporation) (4704), FHC LLC (f/k/a Francesca’s LLC) (2500), FHC Collections, Inc. (f/k/a Francesca’s Collections, Inc.) (4665), and FHC Services Corporation (f/k/a Francesca’s Services Corporation) (5988). The address of the legacy Debtors’ corporate headquarters is 8760 Clay Road, Houston, TX 77080. The address for correspondence related to the Debtors is c/o Saccullo Business Consulting, LLC, 27 Crimson King Drive, Bear, DE 19701.

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Approving Assumption and Assignment of Executory Contracts and Unexpired Leases and (C)

Granting Related Relief [D.I. 45] with the Court.

2. On January 4, 2021, the Court entered the Order (I)(A) Approving Bidding

Procedures for Sale of Substantially all of the Debtors’ Assets, (B) Approving Process for

Designation of Stalking Horse Bidder and Provision of Bid Protections, (C) Scheduling Auction

for, and Hearing to Approve, Sale of Substantially all of the Debtors’ Assets, (D) Approving

Form and Manner of Notices of Sale, Auction and Sale Hearing, (E) Approving Assumption and

Assignment Procedures and (F) Granting Related Relief [D.I. 266], establishing procedures and

guidelines for, among other things, the disposition of certain unexpired leases of nonresidential

real property.

3. On January 19, 2021, the Debtors selected the bid by Francesca’s Acquisition,

LLC (the “Acquisition Buyer”) and Tiger Capital Group, LLC and SB360 Capital Partners,

LLC as the highest or otherwise best bid for the Acquired Assets as documented in the final

Purchase Agreement,2 which was executed by the parties and filed with the Court on January 19,

2021 [D.I. 372, 381].

4. On January 22, 2021, the Court entered the Order (A) Approving the Purchase

Agreement; (B) Authorizing the Sale of Substantially All of the Debtors’ Assets Free and Clear

of All Liens, Claims, Encumbrances and Interests; (C) Authorizing the Assumption and

Assignment of Certain Executory Contracts and Unexpired Leases; and (D) Granting Related

Relief [D.I. 384] (the “Sale Order”).

5. The Sale Order and the Purchase Agreement set forth the process through which

certain executory contracts and unexpired leases would be assumed and assigned to the

2 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to them in the Sale Order. 2 RLF1 25661720v.1 Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 3 of 5

Acquisition Buyer, or its affiliate, post-closing. In particular, paragraph 24 of the Sale Order states, in relevant part, that a contract or lease may be assumed and assigned by “a supplemental order approving such assumption and assignment” that identifies the Retained Contract

Counterparty, the Retained Contract, and the proposed assignee.

6. At the direction of the Acquisition Buyer, as contemplated by Section 1.5(a) of

the Purchase Agreement, the Debtors hereby file this certification of counsel seeking entry of the

proposed form of amended and superseding order approving the assumption and assignment of certain Assumed Contracts and Assumed Leases (the “Amended and Superseding Brookfield

Omnibus Assumption and Assignment Order”), a copy of which is attached hereto as

Exhibit A.3 For the convenience of the Court and other parties-in-interest, a redline comparison

of the Original Order marked against the Amended and Superseding Brookfield Omnibus

Assumption and Assignment Order is attached hereto as Exhibit B. The Amended and

Superseding Brookfield Omnibus Assumption and Assignment Order approves the assumption

by the Debtors of each of the Retained Contracts set forth on Schedule 1 attached thereto (as

amended, the “Assumed Contracts and Assumed Leases”), which are subject to the Omnibus

Agreement between the Landlords and Francesca’s Operations, Inc. dated on or about the date of the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order

(collectively, the “Amendments”), and the assignment of such Assumed Contracts and Assumed

Leases (subject to the Amendments) to Acquisition Buyer’s affiliate, Francesca’s Operations,

3 On July 1, 2021, the Court entered its Omnibus Order Approving the Assumption and Assignment of Brookfield Unexpired Leases and Granting Related Relief, dated July 1, 2021 [D.I. 916] (the “Original Order”) pursuant to which the Court approved the assumption and assignment by the Debtors of certain Retained Contracts (as may have been amended). Subsequent to the entry of the Original Order, the non-Debtor Counterparties to the Assumed Contracts and Assumed Leases identified certain scrivener’s errors on the “Schedule 1” to the Original Order; the Debtors are submitting the Amended and Superseding Brookfield Omnibus Assumption and Assignment Order to the Court for entry to correct such scrivener’s errors. 3 RLF1 25661720v.1 Case 20-13076-BLS Doc 958 Filed 07/14/21 Page 4 of 5

Inc. (“Assignee”).

7. Prior to filing this Certification of Counsel, the Amended and Superseding

Brookfield Omnibus Assumption and Assignment Order was shared with: (a) counsel to the non-

Debtor Counterparties to the Assumed Contracts and Assumed Leases; (b) counsel to the

Acquisition Buyer and Assignee; (c) counsel to the Official Committee of Unsecured Creditors

(the “Creditors’ Committee”); and (d) the Office of the United States Trustee for the District of

Delaware (the “U.S. Trustee”). Each of the non-Debtor Counterparties to the Assumed

Contracts and Assumed Leases, the Acquisition Buyer and Assignee, and the Creditors’

Committee has advised the Debtors’ undersigned counsel or counsel to the Acquisition Buyer and Assignee that it consents to entry of the Amended and Superseding Brookfield Omnibus

Assumption and Assignment Order, and the U.S. Trustee has advised the Debtors’ undersigned counsel that it does not object to entry thereof.

[Remainder of page intentionally left blank.]

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Therefore, the Debtors respectfully request that the Court enter the Amended and

Superseding Brookfield Omnibus Assumption and Assignment Order, substantially in the form

attached hereto as Exhibit A, at its earliest convenience without further notice or hearing.

Dated: July 14, 2021 Wilmington, Delaware

/s/ Jason M. Madron RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Jason M. Madron (No. 4431) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701

- and -

O’MELVENY & MYERS LLP Maria DiConza (admitted pro hac vice) Joseph Zujkowski (admitted pro hac vice) Diana M. Perez (admitted pro hac vice) Times Square Tower Seven Times Square New York, New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061

Attorneys for the Debtors and Debtors in Possession

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Exhibit A

Amended and Superseding Brookfield Omnibus Assumption and Assignment Order

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AMENDED AND SUPERSEDING OMNIBUS ORDER APPROVING THE ASSUMPTION AND ASSIGNMENT OF BROOKFIELD UNEXPIRED LEASES AND GRANTING RELATED RELIEF

Upon consideration of the Motion of Debtors for Entry of Orders (I)(A) Approving Bidding

Procedures for Sale of Substantially All of the Debtors’ Assets, (B) Approving Stalking Horse Bid

Protections, (C) Scheduling Auction for, and Hearing to Approve, Sale of Substantially All of the

Debtors’ Assets, (D) Approving Form and Manner of Notices of Sale, Auction and Sale Hearing,

(E) Approving Assumption and Assignment Procedures and (F) Granting Related Relief and

(II)(A) Approving Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens,

Claims, Interests and Encumbrances, (B) Approving Assumption and Assignment of Executory

Contracts and Unexpired Leases and (C) Granting Related Relief [D.I. 45] (the “Motion”)2 filed by FHC Holdings Corporation (f/k/a Francesca’s Holdings Corporation) and its affiliated debtors

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and debtors in possession (collectively, the “Debtors”); and the Limited Objection of Brookfield

Properties Retail, Inc. (“Brookfield”) et al. filed by the landlord entities listed on Schedule 1 (each

a “Landlord” and collectively, the “Landlords”) to the proposed Cure Amounts and Assumption

and Assignment of the Lease [D.I. 351] (the “Objection”); and the Court having entered the Order

(A) Approving the Purchase Agreement; (B) Authorizing the Sale of Substantially All of the

Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; (C) Authorizing

the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and

(D) Granting Related Relief [D.I. 384] (the “Sale Order”); and the Sale Order and the Purchase

Agreement having contemplated and approved the subsequent submission, under certification of

counsel, of applicable orders approving the assumption and assignment of certain executory

contracts and unexpired leases under certain circumstances; and the Court having jurisdiction over

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

from the United States District Court for the District of Delaware dated as of February 29, 2012;

and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)

and that the Court may enter an order consistent with Article III of the United States Constitution;

and the Court having found that venue of this proceeding is proper pursuant to 28 U.S.C. § 1408

and 1409; and the Court having found that the statutory basis for the relief granted in this order

(this “Omnibus Assumption and Assignment Order”) are (i) sections 105, 363, 365, 503, and

541 of title 11 of the United States Code (the “Bankruptcy Code”), (ii) rules 2002, 4001, 6004,

6006, 9007, 9008, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and (iii) Local Rules 2002-1 and 6004-1; and the Court having found that entry of this

Omnibus Assumption and Assignment Order, submitted under certification of counsel, is appropriate under the terms of the Sale Order and the Purchase Agreement, and no other or further

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notice is required; and after due deliberation thereon and for good cause having been shown, the

Court finds that the entry of this Omnibus Assumption and Assignment Order and granting the

relief set forth herein is consistent with the Sale Order and is in the best interests of the Debtors, their estates, their creditors, and all other parties in interest.

IT IS HEREBY FOUND AND DETERMINED THAT:

A. Assumed Leases. Each of the Retained Contracts set forth on Schedule 1 attached

hereto (as amended, collectively, the “Assumed Leases”) has been designated by the Acquisition

Buyer (as contemplated by Section 1.5(a) of the Purchase Agreement) as an “Assumed Lease” (as

defined in the Purchase Agreement), which are subject to the Omnibus Agreement between the

Landlords and Francesca’s Operations, Inc. dated on or about the date of this Order (collectively,

the “Amendments”), to be assumed by the Debtors and assigned to Acquisition Buyer’s affiliate,

Francesca’s Operations, Inc. (“Assignee”), in accordance with the Sale Order, the Purchase

Agreement and this Omnibus Assumption and Assignment Order.

B. Assumption and Assignment of Leases. With respect to the Assumed Leases, the

Debtors and Assignee have, to the extent necessary, satisfied the requirements of section 365 of

the Bankruptcy Code, including, without limitation, sections 365(b)(1)(A), 365(b)(1)(B), and

365(f) of the Bankruptcy Code, in connection with the Sale and the assumption and assignment of

the Assumed Leases, and Assignee has demonstrated adequate assurance of future performance

with respect to the Assumed Leases pursuant to section 365(b)(1)(C) of the Bankruptcy Code, and

the assumption and assignment of the Assumed Leases pursuant to the terms of this Omnibus

Assumption and Assignment Order is integral to the Purchase Agreement and is in the best

interests of the Debtors, their estates, their creditors, and other parties in interest, and represents

the exercise of sound and prudent business judgment by the Debtors.

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C. Cure Payments and Adequate Assurance. Pursuant to the Bankruptcy Code, the

Assumed Leases are assignable notwithstanding any provisions contained therein to the contrary or providing for the termination thereof upon assignment or the insolvency or commencement of the Bankruptcy Case. The Debtors and Assignee, on behalf of the Debtors, have provided for payment of appropriate or agreed upon Cure Amounts and/or other payments or actions required for the Debtors to assume and assign the Assumed Leases to Assignee as set forth herein or as may be set forth in any applicable Amendment.

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED

THAT:

1. The relief requested in the Motion with respect to the assumption and assignment of the Assumed Leases is GRANTED to the extent set forth herein.

2. Objection Settled. The objections and reservations of rights included therein are

settled and resolved by the terms of this Omnibus Assumption and Assignment Order and the

applicable Amendments.

3. Prior Findings and Conclusions Incorporated. The Court’s findings of fact and

conclusions of law set forth in the Sale Order are incorporated herein by reference.

4. Authorization for Assumption and Assignment of Assumed Leases. Except as

otherwise provided herein, the Debtors are hereby authorized, in accordance with sections 105(a)

and 365 of the Bankruptcy Code, to assume and assign the Assumed Leases to Assignee free and

clear of all Liens-Claims-Encumbrances-Interests, and to execute and deliver to Assignee such

documents or other instruments as may be reasonably necessary to assign and transfer the Assumed

Leases to Assignee, as provided in the Purchase Agreement, the Sale Order and this Omnibus

Assumption and Assignment Order and subject to the terms of applicable Amendments.

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5. Consent to Assumption and Assignment. The Landlords each consent to the assignment of the Assumed Leases as amended by the applicable Amendments, and the Assignee and Landlords shall enjoy all of the rights and benefits under each such Assumed Lease as of the applicable effective date of assumption and assignment of such Assumed Lease.

6. Effective Date of Assumption and Assignment. Pursuant to this Omnibus

Assumption and Assignment Order, the Assumed Leases shall be assumed by the Debtors and assigned to Assignee as of the date specified on Schedule 1 attached hereto (the “Agreed Effective

Date”) pursuant to the terms of the applicable Amendments and upon entry of this Omnibus

Assumption and Assignment Order shall be deemed to be the effective date of such assumption and assignment for the specified Assumed Lease.

7. Cure Amounts. The mutually agreed Cure Amount for each Assumed Lease as set forth on Schedule 1 attached hereto, if any, shall be paid to the applicable Landlord on the terms set forth in the applicable Amendments or, the Purchase Agreement and the Sale Order, as applicable. The payment of any Cure Amount in the amount listed on Schedule 1 attached hereto, or the fact that the Cure Amount is $0.00, shall be deemed to be in full satisfaction of and cure all defaults (as that concept is contemplated by section 365 of the Bankruptcy Code) under each

Assumed Lease necessary to effectuate the assumption by the Debtors and the assignment to

Assignee of each such Assumed Lease pursuant to section 365 of the Bankruptcy Code, and, upon payment of the Cure Amounts in accordance with this Omnibus Assumption and Assignment

Order, such Assumed Leases shall be deemed to be in full force and effect, free of default for such purposes. The Cure Amounts listed on Schedule 1 attached hereto have been and shall be deemed to be finally determined, and each Landlord shall be prohibited, barred, and estopped from challenging, objecting to, or denying the validity and finality of the Cure Amount at any

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time. Upon the payment of the applicable Cure Amount, each Landlord is forever prohibited, barred, and estopped from asserting against the Debtors, Acquisition Buyer and its Affiliates

(including Assignee), or their successors or assigns, or the property of any of them, any default existing as of the entry of this Omnibus Assumption and Assignment Order; provided, however, if such default was neither expressly waived or otherwise resolved through Amendments nor included in the Cure Amount and the obligations causing such default becomes due after submission of this Omnibus Assumption and Assignment Order but prior to its entry then amounts owing on account of such default shall become the obligation of the Acquisition Buyer and its

Affiliates (including Assignee); provided further, however, that the Debtors shall remain liable solely to the extent of any available insurance coverage with respect to third-party claims asserted in connection with the Debtors’ use and occupancy of the premises subject to such Assumed

Lease with regard to events that occurred prior to the effective date of assumption and assignment to Assignee.

8. Notwithstanding anything to the contrary in this Omnibus Assumption and

Assignment Order, the Cure Amounts for each Assumed Lease as set forth on Schedule 1 attached hereto include any and all amounts therein identified that are payable to the Landlords on account of amounts due and owing related to the Assumed Leases, that arose prior to or after the Petition Date, including amounts due and owing prior to and after the closing of the transactions contemplated by the Purchase Agreement on January 30, 2021, which include, without limitation, the payment of Stub Rent, as defined in the DIP Order. Such Cure Amounts will be paid by the Debtors, the Acquisition Buyer, or Assignee, in the amounts set forth on

Schedule 1 attached hereto, and shall be paid, without limitation, upon assumption, (a) pursuant to an agreed-upon schedule, or, if as an allowed administrative expense claim against the Debtors’

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bankruptcy estates under sections 105(a), 503(b) and 507(a)(2) of the Bankruptcy Code, pursuant to the terms of a confirmed chapter 11 plan and (b) in full, final, and complete satisfaction of any and all obligations that the Debtors have to pay any Cure Amounts or other claims for the payment of December rent, including Stub Rent, on account of the Assumed Leases.

9. Notwithstanding anything in the Motion, the Purchase Agreement, the Sale Order, or this Omnibus Assumption and Assignment Order to the contrary, from and after the assumption and assignment to Assignee of such Assumed Lease in accordance with this Omnibus Assumption and Assignment Order, Assignee shall comply with the terms of each Assumed Lease in its entirety

(as may be modified in any written agreement with the applicable Landlord), including, without limitation, in the case of each Assumed Lease, any indemnification obligations expressly contained in such Assumed Lease (including with respect to third party claims asserted in connection with the Debtors’ use and occupancy of the premises subject to such Assumed Lease with regard to events that occurred before the effective date of assumption and assignment to Assignee but that were not known to the applicable Landlord as of such date) and any accrued rent, common area maintenance, insurance, taxes, or similar charges billed expressly contained in such Assumed

Lease (as may be modified in any written agreement with the applicable Landlord to such Assumed

Lease) that will come due on or after the effective date of assumption and assignment to Assignee of such Assumed Lease, as applicable, regardless of when accrued.

10. Subsequent Termination of Any of the Assumed Leases. If any of the Leases are terminated as contemplated in paragraph 43(a) of the Amendments, notwithstanding anything to the contrary in the Leases or applicable law, including, without limitation, the Bankruptcy Code, the Landlords have agreed in the Amendments that they waive any right to assert (a) any administrative expense claims for rejection damages under section 503(b)(7) of the Bankruptcy

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Code, (b) any administrative expense claims under section 503 of the Bankruptcy Code for

amounts other than as permitted by paragraph 43(a) of the Amendments and only to the extent

such amounts have not been satisfied, (c) any prepetition claims for rejection damages under section 502(g) of the Bankruptcy Code, and (d) any other claims on account of such termination or any argument that such Leases were rejected; provided that all parties reserve their rights with respect to any claims that may be asserted.

11. Assumption and Assignment Order Binds Successors. The terms of this Omnibus

Assumption and Assignment Order shall be binding in all respects upon: (a) the Acquisition Buyer,

its Affiliates, and its successors and assigns, including, without limitation, Assignee; (b) Agent

and its Affiliates; (c) the Debtors and their Affiliates; (d) successors of the Debtors, including,

without limitation, any trustee or examiner appointed in any Bankruptcy Case or upon a conversion

of any Bankruptcy Case to proceedings under chapter 7 of the Bankruptcy Code; (e) all known

and unknown creditors of, and holders of equity interests in, the Debtors, including, without

limitation, any holders of Liens-Claims-Encumbrances-Interests; (f) all non-Debtor Counterparties

to the Assumed Contracts and Assumed Leases; (g) governmental units (as defined in section

101(27) of the Bankruptcy Code); and (h) all other parties in interest in the Bankruptcy Case and

their successors and assigns. This Omnibus Assumption and Assignment Order shall survive any

dismissal of the Bankruptcy Case notwithstanding section 349 of the Bankruptcy Code.

12. Original Order. This Order amends and supersedes the Omnibus Order Approving

the Assumption and Assignment of Brookfield Unexpired Leases and Granting Related Relief,

dated July 1, 2021 [D.I. 916] (the “Original Order”). In the event of any inconsistencies between

the terms of the Original Order and this Omnibus Assumption and Assignment Order, this

Omnibus Assumption and Assignment Order shall control in all respects.

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13. Order Is Effective Immediately. Notwithstanding the provisions of Bankruptcy

Rule 6006(d), this Omnibus Assumption and Assignment Order shall be effective immediately upon entry.

14. Jurisdiction. The Court retains jurisdiction over all matters arising from or related to the implementation or interpretation of this Omnibus Assumption and Assignment Order.

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Schedule 1

Assumed Leases

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Date of Acquisition Buyer or Agreed Effective Store Debtor Cure Landlord Original Property Address Assignee Cure Date of Assumption No. Amount Lease Amount and Assignment Alderwood Mall 3000 184th St 195 Alderwood Mall L.L.C. 5/14/2010 $33,289.63 $10,926.76 3/1/2021 SW - Lynnwood, WA 98037 Altamonte Mall 451 East 194 Altamonte Mall, LLC 2/7/2018 Altamonte Dr. 2157 Altamonte $59,437.43 $10,715.30 3/1/2021 Springs, FL 32701 Apache Mall 333 Apache Mall - 316 Apache Mall, LLC 1/20/2011 $54,871.40 $7,234.60 3/1/2021 Rochester, MN 55902

Baybrook Mall 500 Baybrook 118 Baybrook Mall, LLC 2/4/2009 $58,309.73 $500.00 3/1/2021 Mall - Friendswood, TX 77546

Boise Towne Square 350 N. 274 Boise Mall, LLC 10/11/2010 $74,525.31 $500.00 3/1/2021 Milwaukee - Boise, ID 83704 Carolina Place 11025 Carolina 307 Carolina Place L.L.C. 1/13/2011 Place Parkway A-20 Pineville, $30,197.94 $9,297.47 3/1/2021 NC 28134 Chesterfield Towne Center 11500 265 RPI Chesterfield LLC 2/14/2011 Midlothian Turnpike 258 $31,249.41 $6,595.35 3/1/2021 Richmond, VA 23235 Christiana Mall 132 Christiana 500 Christiana Mall LLC 7/15/2013 $22,500.00 $13,931.25 3/1/2021 Mall - Newark, DE 19702

Coastland Center 1766 Tamiami 261 Coastland Center, LLC 10/21/2010 $73,703.32 $8,383.56 3/1/2021 Trail - Naples, FL 34102 Columbia Mall (MO), 2300 317 Columbia Mall L.L.C. 3/30/2012 Bernadette Drive, Columbia, MO $61,174.17 $7,634.72 3/1/2021 65203 Columbiana Centre 100 164 Columbiana Centre, LLC 11/10/2009 Columbiana Circle - Columbia, $24,611.10 $6,544.55 3/1/2021 SC 29212 Coral Ridge Mall 1451 Coral 204 Coral Ridge Mall 4/7/2010 Ridge Ave. 402 Coralville, IA $55,242.31 $8,816.24 3/1/2021 52241

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Date of Acquisition Buyer or Agreed Effective Store Debtor Cure Landlord Original Property Address Assignee Cure Date of Assumption No. Amount Lease Amount and Assignment Crossroads Center MN 4101 314 St. Cloud Mall L.L.C. 3/23/2012 West Division Street, St. Cloud, $62,588.49 $7,209.74 3/1/2021 MN 56301 Deerbrook Mall 20131 Hwy 59 N 200 Deerbrook Mall, LLC 5/28/2010 $50,116.16 $500.00 3/1/2021 - Humble, TX 77338 First Colony Mall 16535 213 First Colony Mall, LLC 11/11/2010 Southwest Frwy. - Sugar Land, $49,118.10 $500.00 3/1/2021 TX 77479 Fox River Mall 4301 West Fox River Shopping Center, 237 5/5/2010 Wisconsin Avenue 120 Appleton, $45,001.15 $10,002.75 3/1/2021 LLC WI 54913 Galleria at Sunset 1300 W Sunset 614 BPC Henderson LLC 3/2/2016 $30,273.93 $5,285.37 3/1/2021 Rd. 2313 Henderson, NV 89014

Tyler Mall Limited Galleria at Tyler 1240 Galleria at 60 12/29/2010 $71,712.12 $9,088.30 3/1/2021 Partnership Tyler 109 Riverside, CA 92503 Glenbrook Square 4201 250 GGP - Glenbrook L.L.C. 1/20/2011 Coldwater Road C03 Fort Wayne, $52,946.61 $8,951.40 3/1/2021 IN 46805 Grand Traverse Mall 3200 W 567 Grand Traverse Mall, LLC 2/10/2015 South Airport Rd 506 Traverse $34,048.67 $5,848.83 3/1/2021 City, MI 49684 Greenwood Mall 2625 Scottsville 387 Greenwood Mall L.L.C. 6/18/2012 Road, -Bowling Green, KY $52,230.12 $7,358.98 3/1/2021 42104. Kenwood Towne Centre 7875 187 Kenwood Mall L.L.C. 4/7/2010 Montgomery Rd. R061 $99,813.64 $11,548.76 3/1/2021 Cincinnati, OH 45236 Lynnhaven Mall 701 Lynnhaven 202 Lynnhaven Mall L.L.C. 7/1/2010 Pkwy C15B, Virginia Beach, VA $31,511.27 $9,300.85 3/1/2021 23452 Mall of Louisiana 6401 537 Mall of Louisiana, LLC 12/16/2014 Bluebonnet Blvd 1146 Baton $99,352.98 $11,308.64 3/1/2021 Rouge, LA 70836

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Date of Acquisition Buyer or Agreed Effective Store Debtor Cure Landlord Original Property Address Assignee Cure Date of Assumption No. Amount Lease Amount and Assignment Market Place Shopping Center Champaign Market Place 320 4/5/2011 2000 N. Neil Street - Champaign, $55,008.40 $6,967.42 3/1/2021 L.L.C. IL 61820 Mayfair 2500 N. Mayfair Road 251 Mayfair Mall, LLC 10/21/2010 $83,242.74 $10,694.52 3/1/2021 264 Milwaukee, WI 53226

Natick Mall 1245 Worcester St 177 Natick Mall, LLC 3/4/2010 $39,306.28 $12,516.40 3/1/2021 1032 Natick, MA 1760

Oakbrook Shopping Center, Oakbrook Center 100 Oakbrook 176 2/18/2010 $0.00 $11,631.18 3/1/2021 LLC Center 34 Oak Brook, IL 60523

Oakwood Mall 4800 Golf Road - 456 Oakwood Hills Mall, LLC 11/26/2012 $39,134.82 $6,564.48 3/1/2021 Eau Claire, WI 54701 Oxmoor Center Mall 7900 130 Hocker Oxmoor, LLC 5/15/2009 Shelbyville Rd. D06 Louisville, $20,738.71 $10,541.48 3/1/2021 KY 40222 Paramus Park Shopping Paramus Park 1105 Paramus Park 148 7/28/2009 $74,048.49 $11,834.38 3/1/2021 Center Limited Partnership - Paramus, NJ 7652 Park City Center Business Park City Center 220 Park City 142 12/30/2016 $93,116.05 $18,332.38 3/1/2021 Trust Center - Lancaster, PA 17601 Park Meadows 8505 Park 400 Park Meadows Mall, LLC 11/26/2012 Meadows Center Drive - Lone $56,026.94 $12,872.86 3/1/2021 Tree, CO 80124 Perimeter Mall 4400 Ashford 249 Perimeter Mall, LLC 5/15/2018 Dunwoody Road 2585 Atlanta, $78,153.78 $16,225.38 3/1/2021 GA 30346 Pinnacle Hills Promenade 2203 110 Pinnacle Hills, LLC 8/25/2008 Promenade Blvd - Rogers, AR $13,218.84 $6,896.86 3/1/2021 72758 Promenade at Temecula 40820 Temecula Towne Center 472 8/26/2013 Winchester Rd. - Temecula, CA $49,666.90 $8,265.07 3/1/2021 Associates LLC 92591

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Date of Acquisition Buyer or Agreed Effective Store Debtor Cure Landlord Original Property Address Assignee Cure Date of Assumption No. Amount Lease Amount and Assignment GGP-Providence Place, Providence Place 1 Providence 149 8/3/2016 $48,258.00 $16,464.58 3/1/2021 LLC Place 3235 Providence, RI 2903 Quail Springs Mall 2501 West 359 Quail Springs Mall, LLC 2/11/2015 Memorial Rd. - Oklahoma City, $44,157.09 $5,770.71 3/1/2021 OK 73134 Ridgedale Center 12323 Wayzata 234 Ridgedale Center, LLC 12/13/2010 $74,202.55 $10,837.87 3/1/2021 Blvd - Minnetonka, MN 55305

River Hills Mall 1850 Adams 414 River Hills Mall, LLC 7/12/2012 $15,538.29 $6,800.87 3/1/2021 Street - Mankato, MN 56001 Riverchase Galleria 2000 188 Hoover Mall, LLC 3/15/2010 Riverchase - Birmingham, AL $15,758.84 $13,360.76 3/1/2021 35244 Rivertown Crossings 3700 179 GGP-Grandville L.L.C. 3/2/2010 Rivertown Pkwy SW - $36,931.09 $7,775.26 3/1/2021 Grandville, MI 49418 Village of Merrick Park 370 San 134 Merrick Park, LLC 6/25/2009 Lorenzo Ave. 2430 Coral Gables, $71,104.80 $9,803.14 3/1/2021 FL 33146 Short Pump Town Center 11800 Short Pump Town Center, 160 11/20/2009 West Broad St 1044 Richmond, $15,000.00 $8,949.07 3/1/2021 LLC VA 23233 Sikes Center 3111 Midwestern 513 Sikes Senter, LLC 9/30/2013 Pkwy 680 Wichita Falls, TX $71,375.55 $500.00 3/1/2021 76308 Sooner Mall 3301 W. Main Street 546 Sooner Fashion Mall L.L.C. 2/3/2014 $45,159.57 $6,394.08 3/1/2021 - Norman, OK 73072

Stonebriar Centre 2601 Preston 672 Stonebriar Mall, LLC 7/28/2017 $20,568.90 $500.00 3/1/2021 Rd. 1055 Frisco, TX 75034 The Crossroads 6650 South 353 Kalamazoo Mall, L.L.C. 12/21/2011 Westnedge Avenue 216 Portage, $36,300.00 $8,444.49 3/1/2021 MI 49024

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Date of Acquisition Buyer or Agreed Effective Store Debtor Cure Landlord Original Property Address Assignee Cure Date of Assumption No. Amount Lease Amount and Assignment The Maine Mall 364 Maine Mall 191 GGP-Maine Mall L.L.C. 5/24/2010 Rd. S-174 South Portland, ME $49,287.72 $8,217.74 3/1/2021 4106 Barnes Crossing 1001 Barnes 391 TUP 130, LLC 10/22/2012 $46,162.02 $6,309.58 3/1/2021 Crossing Rd. - Tupelo, MS 38804 The Mall in Columbia 10300 346 The Mall in Columbia, LLC 3/7/2012 Little Patuxent Parkway 2800 $40,689.78 $13,880.42 3/1/2021 Columbia, MD 21044 The Oaks Mall 6391 Newberry 207 Oaks Mall, LLC 5/5/2010 $21,883.56 $9,313.68 3/1/2021 Rd. - Gainesville, FL 32605 The Shoppes at Carlsbad 2525 El 682 RPI Carlsbad, LP 9/8/2017 Camino Real 230 Carlsbad, CA $30,000.00 $1,480.46 3/1/2021 92008 The Shoppes at River Crossing Shoppes at River Crossing, 293 5/4/2011 5080 Riverside Drive - Macon, $42,454.70 $6,392.32 3/1/2021 LLC GA 31210 The Shops at La Cantera in San La Cantera Retail Limited 113 8/4/2008 Antonio 15900 La Cantera Pkwy $15,000.00 $500.00 3/1/2021 Partnership - San Antonio, TX 78256 The Shops at Somerset Square Shops at Somerset Square, 157 11/17/2009 140 Glastonbury Blvd - $52,627.58 $7,024.41 3/1/2021 LLC Glastonbury, CT 6033 The Streets at Southpoint 6910 146 Southpoint Mall, LLC 11/13/2019 Fayetteville Road 184 Durham, $67,037.54 $13,975.93 3/1/2021 NC 27713 Towson Town Center 825 240 Towson TC, LLC 5/20/2010 Dulaney Valley Road - Towson, $50,748.79 $13,100.86 3/1/2021 MD 21204 Victoria Gardens 7839 Kew Ave 26 Rancho Mall, LLC 11/21/2003 5620 Rancho Cucamonga, CA $62,496.15 $2,311.39 3/1/2021 91739 Visalia Mall 2031 South Mooney 360 Visalia Mall, LLC 2/3/2012 Boulevard 1470 Visalia, CA $38,051.33 $6,008.77 3/1/2021 93277

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Date of Acquisition Buyer or Agreed Effective Store Debtor Cure Landlord Original Property Address Assignee Cure Date of Assumption No. Amount Lease Amount and Assignment Westroads Mall 10000 California 108 Westroads Mall, L.L.C. 6/22/2018 $51,527.16 $9,728.28 3/1/2021 St 2640 Omaha, NE 68114

White Marsh Mall 8200 Perry 272 White Marsh Mall, LLC 11/23/2010 $78,192.06 $9,588.28 3/1/2021 Hall Blvd - Baltimore, MD 21236 Willowbrook Mall 1400 259 Willowbrook Mall, LLC 12/8/2010 Willowbrook Mall - Wayne, NJ $0.00 $13,623.81 3/1/2021 7470 Totals $3,000,000.00 $528,382.59

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Exhibit B

Redline Amended and Superseding Brookfield Omnibus Assumption and Assignment Order

RLF1 25661720v.1 Case 20-13076-BLS Doc 958-2 Filed 07/14/21 Page 2 of 17