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20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 1 of 188 Presentment Date: March 3, 2021 at 12:00 p.m. (Prevailing Eastern Time) Objections Due: March 3, 2021 at 11:30 a.m. (Prevailing Eastern Time)

Matthew A. Skrzynski Jeff J. Marwil (admitted pro hac vice) PROSKAUER ROSE LLP Jordan E. Sazant (admitted pro hac vice) Eleven Times Square Brooke H. Blackwell (admitted pro hac vice) New York, New York 10036 PROSKAUER ROSE LLP Telephone: (212) 969-3000 70 West Madison, Suite 3800 Facsimile: (212) 969-2900 Chicago, IL 60602 Telephone: (312) 962-3550 Peter J. Young (admitted pro hac vice) Facsimile: (312) 962-3551 PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067-3010 Telephone: (310) 557-2900 Facsimile: (310) 557-2193

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11 CENTURY 21 DEPARTMENT STORES LLC, et al., Case No. 20-12097 (SCC)

Debtors.1 (Jointly Administered)

NOTICE OF PRESENTMENT OF APPLICATION OF DEBTORS FOR AUTHORITY TO RETAIN DELOITTE TAX LLP AS TAX ADVISORY SERVICES PROVIDER EFFECTIVE AS OF JANUARY 11, 2021

PLEASE TAKE NOTICE that March 3, 2021 at 12:00 p.m. (prevailing Eastern

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

these Chapter 11 Cases will present Application of Debtors for Authority to Retain Deloitte Tax

LLP as Tax Advisory Services Provider Effective as of January 11, 2021 (the “Application”) and

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). The Debtors’ principal place of business is: 22 Cortlandt Street, 5th Floor, New York, NY 10007.

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related proposed order (the “Proposed Order”) submitted herewith, to the Honorable Shelley C.

Chapman, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern

District of New York (the “Court”), One Bowling Green, New York, New York 10004-1408.

PLEASE TAKE FURTHER NOTICE that any responses or objections (each an

“Objection”) to the Application must:

(i) be in writing;

(ii) specify the name of the objecting party and state with specificity the basis of the Objection and the specific grounds therefor;

(iii) conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York;

(iv) be filed with the Court on the docket of In re Century 21 Department Stores LLC, Case No. 20-12097 (SCC); and

(v) be served upon (a) the Chambers of the Honorable Shelley C. Chapman, United States Bankruptcy Judge for the Southern District of New York, One Bowling Green, New York, NY 10004-1408; (b) attorneys for the Debtors, Proskauer Rose LLP, 2029 Century Park East, Ste. 2400, Los Angeles, CA 90067 (Attn: Peter J. Young, Esq.) and Eleven Times Square, New York, NY 10036 (Attn: Matthew A. Skrzynski, Esq.); (c) the United States Trustee for Region 2, 201 Varick Street, Suite 1006, New York, NY 10014 (Attn: Andrea Schwartz, Esq.); (d) attorneys for the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases, Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, NY 10020 (Attn: Jeffrey L. Cohen, Esq.) and One Lowenstein Drive, Roseland, NJ 07068 (Attn: Brent Weisenberg, Esq.); and (e) attorneys for the ABL Agent, Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MA 02110-1726 (Attn: Julia Frost-Davies, Esq.) and 2049 Century Park East, Suite 700, Los Angeles, CA 90067-3109 (Attn: David M. Riley, Esq.), so as to be received no later than 11:30 a.m. on March 3, 2021 (prevailing Eastern Time) (the “Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if no Objection is filed and served by the

Objection Deadline with respect to the Application, the Court may enter the Application granting the relief sought in the Motion without a hearing.

PLEASE TAKE FURTHER NOTICE that if a written Objection is timely filed and served, a hearing will be held to consider the Application at a date and time to be determined before the Honorable Shelley C. Chapman.

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PLEASE TAKE FURTHER NOTICE that objecting parties are required to

telephonically attend any hearing on the Application, and failure to appear may result in relief

being granted or denied upon default.

Dated: February 24, 2021 Respectfully submitted, New York, New York /s/ Matthew A. Skrzynski Matthew A. Skrzynski PROSKAUER ROSE LLP Eleven Times Square New York, New York 10036 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 Email: [email protected]

-and-

Jeff J. Marwil (admitted pro hac vice) Jordan E. Sazant (admitted pro hac vice) Brooke H. Blackwell (admitted pro hac vice) PROSKAUER ROSE LLP 70 West Madison, Suite 3800 Chicago, IL 60602-4342 Telephone: (312) 962-3550 Facsimile: (312) 962-3551 Email: [email protected] Email: [email protected] Email: [email protected]

-and-

Peter J. Young (admitted pro hac vice) PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 Telephone: (310) 557-2900 Facsimile: (310) 577-2193 Email: [email protected]

Attorneys for Debtors and Debtors in Possession

20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 4 of 188 Presentment Date: March 3, 2021 at 12:00 p.m. (Prevailing Eastern Time) Objections Due: March 3, 2021 at 11:30 a.m. (Prevailing Eastern Time)

Matthew A. Skrzynski Jeff J. Marwil (admitted pro hac vice) PROSKAUER ROSE LLP Jordan E. Sazant (admitted pro hac vice) Eleven Times Square Brooke H. Blackwell (admitted pro hac vice) New York, New York 10036 PROSKAUER ROSE LLP Telephone: (212) 969-3000 70 West Madison, Suite 3800 Facsimile: (212) 969-2900 Chicago, IL 60602 Telephone: (312) 962-3550 Peter J. Young (admitted pro hac vice) Facsimile: (312) 962-3551 PROSKAUER ROSE LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067-3010 Telephone: (310) 557-2900 Facsimile: (310) 557-2193

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11 CENTURY 21 DEPARTMENT STORES LLC, et al., Case No. 20-12097 (SCC)

Debtors.1 (Jointly Administered)

APPLICATION OF DEBTORS FOR AUTHORITY TO RETAIN DELOITTE TAX LLP AS TAX ADVISORY SERVICES PROVIDER EFFECTIVE AS OF JANUARY 11, 2021

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

respectfully state the following in support of this application (this “Application”):

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens Of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). The Debtors’ principal place of business is: 22 Cortlandt Street, 5th Floor, New York, NY 10007.

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Relief Requested

1. By this Application, the Debtors seek entry of an order (the “Proposed Order”),

substantially in the form hereto as Exhibit A, authorizing the Debtors to employ and retain Deloitte

Tax LLP (“Deloitte Tax”) as their tax advisory services provider, effective as of January 11, 2021,

pursuant to the terms and conditions set forth in: (a) that certain engagement letter, dated January

25, 2018, to provide tax advisory services, attached as Exhibit 1(a) to the Proposed Order (the

“2018 Tax Advisory Engagement Letter”); (b) that certain work order, dated August 2, 2019

and entered into pursuant to the 2018 Tax Advisory Engagement Letter, to provide tax advisory

services, attached as Exhibit 1(b) to the Proposed Order (the “2015-18 Tax Audit Work Order”);

(c) that certain engagement letter, dated February 27, 2020, to provide tax advisory services,

attached as Exhibit 2(a) to the Order (the “2020 Tax Advisory Engagement Letter”); (d) that

certain work order, dated December 29, 2020 and entered into pursuant to the 2020 Tax Advisory

Engagement Letter, to provide tax advisory services, attached as Exhibit 2(b) to the Proposed

Order (the “2016-19 Tax Audit Work Order”), and (e) that certain work order, dated February

16, 2021, and entered into pursuant to the 2020 Tax Advisory Engagement Letter, to provide tax advisory services in connection with a Pennsylvania sales and use tax examination of Debtor C21

Philadelphia LLC for the period of January 1, 2014 through June 30, 2019, attached as Exhibit 2(c)

to the Proposed Order (the “2014-19 Tax Audit Work Order” and, together with the 2018 Tax

Advisory Engagement Letter, the 2015-18 Tax Audit Work Order, the 2020 Tax Advisory

Engagement Letter, and the 2016-19 Tax Audit Work Order, the “Engagement Agreements”).

2. In support of this Application, the Debtors submit the declaration of Philip Lee, a managing director at Deloitte Tax (the “Lee Declaration”), which is attached hereto as Exhibit B

and incorporated herein by reference.

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Jurisdiction and Venue

3. The United States Bankruptcy Court for the Southern District of New York (the

“Court”) has 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 Southern District of

New York, dated January 31, 2012. The Debtors confirm their consent, pursuant to rule 7008 of

the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the Court entering a final order 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.

4. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

5. The bases for the relief requested herein are sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rule 2014(a), and rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”).

Background

6. On September 10, 2020 (the “Petition Date”), the Debtors each commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”). The Debtors are authorized to continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

On September 16, 2020, the United States Trustee for Region 2 appointed an official committee of unsecured creditors (the “Creditors’ Committee”). No trustee or examiner has been appointed in these Chapter 11 Cases.

7. The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”).

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8. Additional information regarding the Debtors’ business, capital structure, and the

circumstances leading to the commencement of these Chapter 11 Cases is set forth in the

Declaration of Norman R. Veit Jr. in Support of Debtors’ Chapter 11 Petitions and First Day

Motions, 2 (the “First Day Declaration”), and the Memorandum in Support of Debtors’ Chapter

11 Petition, incorporated by reference herein (ECF Nos. 13 and 15, respectively).

Deloitte Tax’s Qualifications

9. Deloitte Tax is a tax services firm with offices across the United States. Deloitte

Tax has significant experience performing tax services and has performed such services in large

and complex chapter 11 cases on behalf of debtors throughout the United States. Such experience

renders Deloitte Tax well-qualified and able to provide services to the Debtors during the pendency

of these Chapter 11 Cases in a cost-effective, efficient, and timely manner. Deloitte Tax’s services

fulfill an important need and are not provided by any of the Debtors’ other professionals.

10. Deloitte Tax provides, and has provided, tax services in numerous large chapter 11

cases, including: Jason Industries, No. 20-22766 (RDD) (Bankr. S.D.N.Y. Aug. 27, 2020); In re

Frontier Commc’ns Corp., No. 20-22577 (RDD) (Bankr. S.D.N.Y. June 8, 2020); In re Sears

Holdings Corp., No. 18-23538 (RDD) (Bankr. S.D.N.Y. Jan. 22, 2019); In re Nine West Holdings,

Inc., No. 18-10947 (SCC) (Bankr. S.D.N.Y. June 5, 2018); In re Tops II Holding Corp., No. 18-

22279 (RDD) (Bankr. S.D.N.Y. May 10, 2018); In re Aéropostale, Inc., No. 16-11275 (SHL)

(Bankr. S.D.N.Y. Aug. 9, 2016); In re Parker Drilling Co., No. 18-36958 (MI) (Bankr. S.D. Tex.

Feb. 21, 2019); In re Gastar Expl., Inc., No 18-36057 (Bankr. S.D. Tex. Jan. 15, 2019); In re

HGIM Holdings, LLC, No. 18-31080 (DRJ) (Bankr. S.D. Tex. May 17, 2018); In re CJ Holding

2 Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the First Day Declaration.

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Co., No. 16-33590 (DRJ) (Bankr. S.D. Tex. Oct. 5, 2017); In re Midstates Petroleum Co., Inc.,

No. 16-32237 (DRJ) (Bankr. S.D. Tex. July 22, 2016); In re Vanguard Nat. Res., LLC, No. 17-

30560 (MI) (Bankr. S.D. Tex. July 28, 2017); In re Forever 21, Inc., No. 19-12122 (MFW) (Bankr.

D. Del. Feb. 20, 2020); In re Key Energy Servs., Inc., No. 16-12306 (BLS) (Bankr. D. Del. Dec.

9, 2016); In re Basic Energy Servs., Inc., No. 16-12306 (BLS) (Bankr. D. Del. Dec. 29, 2016); In re Magnum Hunter Res. Corp., No. 15-12533 (KG) (Bankr. D. Del. Mar. 10, 2016); In re Samson

Resources Corp., No. 15-11934 (CSS) (Bankr. D. Del. Dec. 9, 2015); In re Rotech Healthcare,

Inc., No. 13-10741 (PJW) (Bankr. D. Del. June 13, 2013).

11. In addition, since at least 1995, Deloitte Tax has provided various tax-related professional services to the Debtors. In providing such prepetition professional services to the

Debtors, Deloitte Tax has become familiar with the Debtors and their financial affairs, debt structure, business operations, and related matters. Having worked with the Debtors’ management,

Deloitte Tax has developed relevant experience and knowledge regarding the Debtors that will assist it in providing effective and efficient services during these Chapter 11 Cases. Accordingly,

Deloitte Tax is both well-qualified and able to provide the services for the Debtors during these

Chapter 11 Cases in an efficient and timely manner.

12. The Debtors would be prejudiced if Deloitte Tax’s engagement by the Debtors pursuant to this Application were not approved. Finding a replacement for Deloitte Tax would be expensive for the Debtors and would cause both delay and disruption to their efforts to maximize value.

Services To Be Rendered

13. Subject to this Court’s approval, Deloitte Tax will provide tax advisory services

(“Services”) for the Debtors in accordance with the terms and conditions set forth in each of the

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Engagement Agreements, as requested by the Debtors and agreed to by Deloitte Tax, summarized

as follows:

a) 2015-18 Tax Audit Work Order and 2016-2019 Tax Audit Work Order. Pursuant to the terms and conditions of each of (i) the 2015-18 Tax Audit Work Order and the 2018 Tax Advisory Engagement Letter under which such work order was issued and (ii) the 2016-19 Tax Audit Work Order and the 2020 Tax Advisory Engagement Letter under which such work order was issued, Deloitte Tax will assist and advise the applicable Debtor in connection with a New York sales and use tax examination for the period from December 1, 2015 through May 31, 2018 and December 1, 2016 through November 30, 2019, respectively, and other years, as requested, if New York State expands the scope of its examination period.

b) 2014-19 Tax Audit Work Order. Pursuant to the terms and conditions of the 2014-19 Tax Audit Work and the 2020 Tax Advisory Engagement Letter under which such work order was issued, Deloitte Tax will assist and advise Debtor C21 Philadelphia LLC in connection with a Pennsylvania sales and use tax examination for the period from January 1, 2014 through June 30, 2019, and other years, as requested, if Pennsylvania expands the scope of its examination period.

c) 2020 Tax Advisory Engagement Letter. Pursuant to the terms and conditions of the 2020 Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services for the Debtors on federal, foreign, state and local tax matters on an as-requested and as agreed to basis during the period from January 1, 2020 through December 31, 2021

14. The services under the Engagement Agreements are aimed at responding to

ongoing sales and use tax examinations being conducted by New York and Pennsylvania state tax

authorities and, thus, would assist the applicable Debtors to addressing these examinations and

thereby address the amount of such taxes paid or to be paid by these Debtors. Deloitte Tax’s

familiarity with the Debtors and their financial affairs, debt structure, business operations, and

related matters will help in efficiently responding to these audits. Accordingly, Deloitte Tax’s

services are important to aid in the Debtors’ wind-down efforts.

15. The tax services that Deloitte Tax will provide to the Debtors are necessary to the

Debtors in the administration of their bankruptcy cases. Subject to this Court’s approval of the

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application, Deloitte Tax is willing to serve as the Debtors’ tax advisory services provider to

perform these important services under the terms of the Engagement Agreements.

Professional Compensation

16. Deloitte Tax’ s retention by the Debtors is conditioned upon its ability to be retained

in accordance with its terms and conditions of employment, including the proposed compensation

arrangements set forth in each of the Engagement Agreements.

17. Subject to Court approval, and in compliance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other procedures as may be established by order of this Court, the Debtors will compensate Deloitte Tax in accordance with the terms and conditions of each of the Engagement Agreements and as set forth herein.

18. Consistent with the terms of the Engagement Agreements, Deloitte Tax will bill the

Debtors fees that are based on the amount of professional time required and the experience level

of the professionals involved. Deloitte Tax will charge the Debtors the following hourly rates for

services rendered pursuant to the Engagement Agreements:

Professional Level Hourly Rates

Partner / Principal /Managing Director $855

Senior Manager $765

Manager $650

Senior Consultant $540

Consultant $435

19. Hourly rates are revised periodically in the ordinary course of Deloitte Tax’s

business. Deloitte Tax shall advise the Debtors, the U.S. Trustee, and the Creditors’ Committee

of any new rates should it institute a rate change during these Chapter 11 Cases with ten (10)

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business days’ prior written notice. Such changes will also be noted on the invoices for the first time period in which a revised rate becomes effective.

20. In addition to the fees set forth above, Deloitte Tax will also bill reasonable out-of- pocket expenses.

21. Prior to the Petition Date, Deloitte Tax provided professional services to the

Debtors. In the ninety (90) days prior to the Petition Date, the Debtors did not pay Deloitte Tax

any amounts. As of the Petition Date, approximately $42,000 was outstanding with respect to the

invoices issued by Deloitte Tax prior to such date. As set forth in the Lee Declaration, upon this

Court’s entry of an order approving Deloitte Tax’s retention, Deloitte Tax has agreed not to seek

any recovery with respect to this amount.

22. Some services incidental to the tasks to be performed by Deloitte Tax in these

Chapter 11 Cases may be performed by personnel now employed by or associated with affiliates

of Deloitte Tax, such as Deloitte Financial Advisory Services LLP, Deloitte Transactions and

Business Analytics LLP, Deloitte & Touche LLP, and Deloitte Consulting LLP, or their respective

subsidiaries, including subsidiaries located outside of the United States.

23. Deloitte Tax has received no promises regarding compensation in these Chapter 11

Cases other than in accordance with the Bankruptcy Code and as set forth in the Lee Declaration.

Deloitte Tax has no agreement with any nonaffiliated or unrelated entity to share any compensation

earned in these Chapter 11 Cases.

Applications for Compensation

24. Deloitte Tax intends to file interim and final fee applications for the allowance of

compensation for the services rendered and reimbursement of expenses incurred consistent and in

accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, and any applicable orders of this Court, including the Order granting this Application (to 8

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the extent compliance is not waived), and/or any applicable guidelines issued by the United States

Trustee (collectively, the “Fee Guidelines”). Deloitte Tax has agreed to accept as compensation such sums as may be allowed by this Court and understands that interim and final fee awards are subject to approval by this Court.

Efforts to Avoid Duplication of Services

25. The Debtors believe that the services provided by Deloitte Tax will not duplicate

or overlap with the services that other professionals will be providing to the Debtors in these

Chapter 11 Cases. The Debtors will coordinate with Deloitte Tax and the Debtors’ other

professionals to minimize unnecessary duplication of efforts among the Debtors’ professionals.

Deloitte Tax’s Disinterestedness

26. As set forth in the Lee Declaration, to the best of the Debtors’ knowledge, Deloitte

Tax is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code.

27. Further, to the best of the Debtors’ knowledge, except as set forth in the Lee

Declaration: (a) neither Deloitte Tax, nor any partner, principal, or managing director of Deloitte

Tax that is anticipated to provide the services for which Deloitte Tax is to be retained holds any interest adverse to the Debtors; and (b) Deloitte Tax has no relationship to the Debtors, their significant creditors, certain other significant parties-in-interest, or to the attorneys that are known to be assisting the Debtors in these Chapter 11 Cases, except as stated herein or in any attachment hereto; and (c) there is no connection between the personnel of Deloitte Tax or its affiliates who are anticipated to provide services to the Debtors and the United States Bankruptcy Judge presiding in these Chapter 11 Cases, the U.S. Trustee for Region 2, the Assistant U.S. Trustee for the

Southern District of New York, or the attorneys therefor assigned to these Chapter 11 Cases.

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28. As set forth in the Lee Declaration, if any new material facts of relationships are

discovered or arise, Deloitte Tax will promptly file a supplemental disclosure with this Court.

Basis for Relief

29. The Debtors submit that the retention of Deloitte Tax under the terms described

herein is appropriate under sections 327(a), 328(a), and 1107(b) of the Bankruptcy Code.

Section 328(a) of the Bankruptcy Code provides, in relevant part, that a debtor in possession, “with

the court’s approval, may employ or authorize the employment of a professional person under

section 327 . . . on any reasonable terms and conditions of employment, including on a retainer,

on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C.

§ 328(a). Section 327(a) of the Bankruptcy Code, in turn, authorizes a debtor in possession to

employ professionals that “do not hold or represent an interest adverse to the estate, and that are

disinterested persons.” 11 U.S.C. § 327(a). Section 1107(b) of the Bankruptcy Code provides that

“a person is not disqualified for employment under section 327 of [the Bankruptcy Code] by a

debtor in possession solely because of such person’s employment by or representation of the debtor

before the commencement of the case.” 11 U.S.C. § 1107(b).

30. Section 328 of the Bankruptcy Code permits the compensation of professionals, including investment bankers and financial advisors, on flexible terms that reflect the nature of their services and market conditions. As the United States Court of Appeals for the Fifth Circuit recognized in Donaldson Lufkin & Jenrette Sec.’s Corp. v. Nat’l Gypsum Co. (In re Nat’l Gypsum

Co.), 123 F.3d 861 (5th Cir. 1997):

Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present § 330 of the Bankruptcy Code, which provides that the court award to professional consultants “reasonable compensation” based on relevant factors of time and comparable costs, etc. Under present 10

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§ 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee).

123 F.3d at 862 (footnote omitted).

31. For the reasons set forth in the Lee Declaration, Deloitte Tax does not “hold or represent an interest adverse to the estate.” Moreover, Deloitte Tax is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code.

32. Bankruptcy Rule 2014 requires that an application for retention include:

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

Fed. R. Bankr. P. 2014(a). Additionally, Bankruptcy Local Rule 2014-1 requires an entity seeking

approval of employment under section 327(a) of the Bankruptcy Code to file a motion, supporting

affidavit, and proposed order. All of those requirements have been satisfied by this Application,

the Lee Declaration, and the Proposed Order attached hereto as Exhibit A.

33. Furthermore, section 1107(b) of the Bankruptcy Code provides that “a person is not

disqualified for employment under section 327 of this title by a debtor in possession solely because

of such person’s employment by or representation of the debtor before the commencement of the

case.” 11 U.S.C. § 1107(b). Deloitte Tax’s prepetition relationship with the Debtors therefore does not preclude Deloitte Tax’s retention as the Debtors’ postpetition tax advisory services provider.

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Relief as of January 11, 2021 is Appropriate

34. The Debtors believe that employment of Deloitte Tax effective as of January 11,

2021 is warranted under the circumstances of these Chapter 11 Cases. More specifically, Deloitte

Tax has provided, and will continue to provide, valuable services to the Debtors. To the best of

the Debtors’ knowledge, approval of such relief will not prejudice any parties-in-interest, because, among other things, the services provided by Deloitte Tax will assist the Debtors in responding to the New York and Pennsylvania state taxing authorities, which is in the best interest of the Debtors’

estates and their creditor constituencies.

Motion Practice

35. This Application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of its application to this

Application. Accordingly, the Debtors submit that this Application satisfies Local Rule 9013-1(a).

Notice

36. Notice of this Application has been provided to (i) counsel for the United States

Trustee for Region 2 (the “U.S. Trustee”) (by hand and at [email protected]);

(ii) counsel to the Creditors’ Committee, Jeffrey Cohen ([email protected]) and Brent

Weisenberg ([email protected]); (iii) the United States Attorney’s Office for the

Southern District of New York; (iv) counsel to the Prepetition Agent, Julia Frost-Davies

([email protected]) and David Riley ([email protected]); and

(v) any party that has requested notice pursuant to Bankruptcy Rule 2002. In light of the nature of

the relief requested, the Debtors submit that no other or further notice is required.

No Prior Request

37. No prior request for the relief sought in this Application has been made to this or

any other court.

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WHEREFORE the Debtors respectfully request entry of the Proposed Order granting the

relief requested herein and such other and further relief as is just.

Dated: February 24, 2021 New York, New York

CENTURY 21 DEPARTMENT STORES LLC (for itself and on behalf of its affiliates as debtors and debtors in possession)

/s/ Norman R. Veit Jr. Norman R. Veit Jr. Chief Financial Officer and Chief Information Officer, Century 21 Department Stores LLC

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Exhibit A

Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11 CENTURY 21 DEPARTMENT STORES LLC, et al., Case No. 20-12097 (SCC)

Debtors.1 (Jointly Administered)

ORDER AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN DELOITTE TAX LLP AS TAX ADVISORY SERVICES PROVIDER EFFECTIVE AS OF JANUARY 11, 2021

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for entry of an order (this “Order”) authorizing the

Debtors to employ and retain Deloitte Tax LLP (“Deloitte Tax”) as tax advisory services provider, effective as of January 11, 2021, pursuant to the terms and conditions set forth in each of the

Engagement Agreements, attached hereto as Exhibit 1(a) through Exhibit 2(c), as more fully set

forth in the Application; and upon the Declaration of Philip B. Lee in Support of the Application

of Debtors for Authority to Retain Deloitte Tax LLP as Tax Advisory Services Provider for the

Debtors Effective as of January 11, 2021 (the “Lee Declaration”); and this Court having

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157(a)-(b) and 1334(b) and the Amended

Standing Order of Reference from the United States District Court for the Southern District of

New York, dated January 31, 2012, as a core proceeding pursuant to 28 U.S.C. § 157(b) that this

Court may decide by a final order consistent with Article III of the United States Constitution; and

1 The Debtors in these chapter 11 cases (the “Chapter 11 Cases”), along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens Of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). The Debtors’ principal place of business is: 22 Cortlandt Street, 5th Floor, New York, NY 10007. 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

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

1409; and this Court having found that the Debtors’ notice of the Application and the opportunity for hearing thereon were appropriate and that no other notice thereof need be provided; and it appearing that Deloitte Tax does not hold or represent an adverse interest to the Debtors or their estates, that it is disinterested under section 101(14) of the Bankruptcy Code, and that its retention is necessary and in the best interest of the Debtors’ estates; and good and sufficient cause appearing; now therefore, it is HEREBY ORDERED THAT:

1. The Application is granted as set forth herein.

2. In accordance with sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy

Rule 2014, and Local Rule 2014-1, the Debtors are authorized to employ and retain Deloitte Tax as tax advisory services provider to the Debtors on the terms and conditions set forth in the

Engagement Agreements, as modified by this Order, effective as of January 11, 2021.

3. The terms and conditions of each of the Engagement Agreements are reasonable and, as modified by this Order, are approved.

4. Deloitte Tax shall be compensated in accordance with sections 330 and 331 of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, this Order, the applicable U.S. Trustee

Fee Guidelines, and any other applicable orders of this Court.

5. Deloitte Tax shall include in its fee applications, among other things, contemporaneous time records setting forth a description of the services rendered by each professional and the amount of time spent on each date by each such individual in rendering services on behalf of the Debtors in one-tenth hour increments.

6. To the extent the Debtors and Deloitte Tax enter into any additional engagement letter(s) for the provision of services other than those detailed in the Engagement Agreements, the

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Debtors will file such engagement letter(s) with the Court and serve such engagement letter(s)

upon counsel to the U.S. Trustee and counsel to Creditors’ Committee. To the extent any of such

parties object to the additional services to be provided by Deloitte Tax within ten (10) days of such

new engagement letter(s) being served, the Debtors will promptly schedule a hearing before the

Court. If no objections are timely served with respect to such new engagement letters, all additional

services reflected therein will be subject to the provisions of this Order.

7. In the event that the rates of compensation for the services increase from the rates

disclosed for services in the Application or the Engagement Agreements, Deloitte Tax will file a

supplemental declaration with this Court describing such increased rates and serve upon the

Debtors, the U.S. Trustee, and the Creditors’ Committee at least ten (10) business days prior to the

effective date of such increases, which supplemental declaration shall explain the basis for the

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

indicate whether the Debtors have received notice of and approved the proposed rate increase.

Such changes will also be noted on the invoices for the first time period in which a revised rate

becomes effective. The U.S. Trustee retains all rights to object to any rate increase on all grounds

including the reasonableness standard provided for in section 330 of the Bankruptcy Code.

8. Notwithstanding anything in the Engagement Agreements to the contrary, the

following provisions are hereby modified with respect to services performed thereunder for the

Debtors after the Petition Date and through the effective date of a chapter 11 plan, as follows:

a. The last sentence of paragraph 1(c) of the general business terms appended to the 2018 Tax Advisory Engagement Letter and the 2020 Tax Advisory Engagement Letter shall be deemed deleted and replaced with the following:

Nothing contained in the Engagement Letter shall alter in any way the duties imposed by law on Deloitte Tax in respect of the Services provided hereunder. It is understood and agreed that, with respect to the relationship between Deloitte Tax, on the one hand, and 3

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Client, on the other hand, each party hereto is an independent contractor and neither party is nor shall be considered to be, nor shall purport to act as, the other’s agent, distributor, partner, joint venture, or representative.

b. Paragraph 6(b) of the general business terms appended to the 2018 Tax Advisory Engagement Letter and the 2020 Tax Advisory Engagement Letter shall be deemed deleted.

9. Notwithstanding anything to the contrary in the Engagement Agreements or the

Application, with respect to reimbursement of costs and expenses, Deloitte Tax shall bill the

Debtors only for actual costs and expenses.

10. Notwithstanding anything in the Application or the Engagement Agreements to the contrary, prior to the effective date of a chapter 11 plan, this Court retains exclusive jurisdiction over all matters arising out of and/or pertaining to Deloitte Tax’s services performed after the

Petition Date and prior to such effective date until such jurisdiction is relinquished.

11. The indemnification provisions set forth in the Engagement Agreements are hereby approved, subject to the following modifications with respect to the services performed thereunder from the Petition Date through the effective date of a chapter 11 plan:

a. All requests for payment of indemnity, contribution or otherwise pursuant to the indemnification provisions shall be made by means of an application (interim or final, as the case may be) and shall be subject to the approval of, and review by, the Court to ensure that such payment conforms to the terms of the Engagement Agreements, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the orders of this Court and is reasonable based upon the circumstances of the litigation or settlement in respect of which indemnification, contribution or other payment is sought; provided, however, in no event shall Deloitte Tax be indemnified or receive contribution or other payment from the Debtors from and against any actions or claims that a court of competent jurisdiction has determined by final order (that is no longer subject to appeal or review) to have resulted primarily from the bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence or willful misconduct on the part of Deloitte Tax;

b. In the event that Deloitte Tax seeks reimbursement of attorneys’ fees from the Debtors pursuant to the Engagement Agreements, the invoices and supporting time records from such attorneys shall be included in Deloitte

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Tax’s own interim and final fee applications, and such invoices and time records shall be subject to the Fee Guidelines and the approval of the Court under the standards of section 330 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys’ services satisfy section 330(a)(3)(C) of the Bankruptcy Code;

c. In no event shall Deloitte Tax be indemnified or receive contribution or other payment under the indemnification provisions if the Debtors or representatives of the Debtors’ estates assert a claim for, and a court of competent jurisdiction determines by a final order (that is no longer subject to appeal or review) that such claim primarily arose out of Deloitte Tax’s bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct; and

12. Notwithstanding anything to the contrary in the Application or Engagement

Agreements, to the extent that Deloitte Tax uses the services of independent subcontractors that are not affiliates or subsidiaries of Deloitte Tax (collectively, the “Contractors”) in these cases,

Deloitte Tax (i) shall pass-through the cost of such Contractors to the Debtors at the same rate that it pays the Contractors; (ii) shall seek reimbursement for actual out-of-pocket expenses only; and

(iii) shall ensure that the Contractors are subject to the same conflict checks and disclosures as required of professionals by Bankruptcy Rule 2014.

13. The Debtors and Deloitte Tax are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

14. Deloitte Tax shall use its reasonable best efforts to coordinate with the Debtors and the Debtors’ other professionals to minimize unnecessary duplication of efforts among the

Debtors’ professionals.

15. To the extent that there may be any inconsistency between the terms of the

Application, the Lee Declaration, the Engagement Agreements, and this Order, the terms of this

Order shall govern.

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16. Notice of the Application as provided therein shall be deemed good and sufficient

notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the Local Rules

are satisfied by such notice.

17. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

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

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

New York, New York Dated: ______, 2021

THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1(a) (to Order)

2018 Tax Advisory Engagement Letter

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Deloitte Tax LLP 30 Rockefeller Plaza New York, NY 10112·0015 Deloitteo USA

Tel: +1.212.492.4000 Fax: + 1.212.653.2000 www.deloitte.com

January 25, 2018

Mr. Mel Tucker Chief Financial Officer Century 21, Inc. 22 Cortland Street New York, New York 10017

Dear Mel:

Thank you for choosing Deloitte Tax LLP ("Deloitte Tax" or "our") to provide tax advisory services ("Services") for Century 21, Inc. and its subsidiaries and/or affiliates ("Client") during the period January 1, 2018 through December 31, 2019. Deloitte Tax professionals will generally be available to provide Services on federal, foreign, state and local tax matters on an as-requested basis.

This engagement letter ("Engagement Letter") describes the scope of the Deloitte Tax Services, the respective responsibilities of Deloitte Tax and Client relating to this engagement and the fees Deloitte Tax expects to charge.

SCOPE OF SERVICES

Client and Deloitte Tax agree that the terms of this Engagement Letter will apply to all Services provided by Deloitte Tax to Client during the period set forth above, unless such services are the subject of a separate written agreement entered into between Deloitte Tax and Client.

As the specific Service desired by Client from Deloitte Tax is identified, Client and Deloitte Tax will execute a separate work order ("Work Order") when such Service involves either (1) contemplated fees in excess of $50,000, or (2) a potential tax liability in excess of $1,000,000. The request for Services should be in a form of a Work Order as set forth in Exhibit A attached to this Engagement Letter (or a substantially similar form). The request for Services should reference this Engagement Letter and clearly describe the specific details of the Services anticipated pursuant to the Work Order (including scope of work, deliverables, timing, Cl ient responsibilities and fees).

It is contemplated that the Services requested from Deloitte Tax may include oral and written opinions, consulting, recommendations and other communications rendered in response to specific tax questions posed by Client. Deloitte Tax's analysis and response to these tax questions may be based upon a review of various documentation including, but not limited to, legal opinions, books and records (collectively, "books and records") relevant to Client's transactions and business activity that Client provides to Deloitte Tax. With respect to such Services, Deloitte Tax is entitled to assume without independent verification the accuracy of all representations, assumptions, information and data provided by Client and its representatives. Deloitte Tax may ask Client to clarify or supplement information provided in this context.

Tax Positions, Potential Penalties, Taxing Authority Audits

In accordance with our professional standards, while in the course of performing our Services should Deloitte Tax become aware of tax return positions for which either Client or Deloitte Tax may be subject to potential penalties by taxing authorities, Deloitte Tax will discuss with Client these positions including how any such penalties may be avoided through adequate disclosures to taxing authorities. Client should be aware that as a tax return preparer, Deloitte Tax may be required to satisfy disclosure requirements that may exceed t hose applicable to Client.

Our Services do not include representation of you in administ rative taxing authority proceedings. However, Deloitte Tax would generally be willing to represent you in such proceedings for an additional fee that is mutually agreed upon. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 26 of 188

Century 21, Inc. January 25, 2018 Page 2

In addition, you should be aware that certain transactions have been designated as reportable t ransactions by the IRS and certain states. Participating in such reportable transactions requires certain additional tax return disclosures and failing to make such disclosures will result in the imposition of substantial penalties. Our Services do not include any obligation by Deloitte Tax to identify transactions or to determine the applicability of reportable transaction disclosure requirements. As such, Deloitte Tax will not be responsible for any penalties resulting from Client's failure to make any reportable transaction disclosures. Client is responsible for ensuring that it has properly disclosed all reportable transactions; failure to make required disclosure will result in substantial penalties.

ACKNOWLEDGMENTS AND AGREEMENTS

The Services will be performed in accordance with the Statement on Standards for Consulting Services established by the American Institute of Certified Public Accountants ("AICPA"). Services to be performed by Deloitte Tax will be established by mutual agreement and can be changed or modified in the same manner. Deloitte Tax will promptly inform Client of any circumstances that warrant a change in the scope of the specific services to be provided, and similarly, Client agrees to notify Deloitte Tax promptly if modifications to the Services are requested.

Client acknowledges and agrees that the Services provided pursuant to this Engagement Letter will be based solely upon:

(a) The representations, information, documents and other facts provided to Deloitte Tax by Client, its personnel and any representatives thereof; (b) Client's understanding that the review of documents under this Engagement Letter does not constitute an engagement to provide audit, compilation, review or attest services as described in the pronouncements on professional standards issued by the American Institute of Certified Public Accountants or the U.S. Public Company Accounting Oversight Board; (c) Client's understanding that Deloitte Tax will only be responsible to provide tax advice with respect to the specific matter, transaction or question actually presented by Client, including the type of tax and the taxing jurisdiction specifically identified by Client (e.g., federal, foreign, state, local, sales, excise, etc.); (d) Client's understanding that any tax advice provided pursuant hereto will be based upon the law, regulations, cases, rulings, and other taxing authority in effect at the time specific tax advice is provided. If there are subsequent changes in or to the foregoing taxing authorities (for which Deloitte Tax shall have no specific responsibility to advise Client), Client acknowledges that such ch anges may result in that tax advice being rendered invalid or necessitate (upon Client's request) a reconsideration of that prior tax advice; (e) Client's understanding that the results of Deloitte Tax's tax advice may be audited and challenged by the IRS and other tax agencies, who may not agree with our positions. In this regard, Client understands that the result of any tax advice is not binding on the IRS, other tax agencies or the courts and should never be considered a representation, warranty, or guarantee that the IRS, other tax agencies or the courts will concur with our advice or opinion; and (f) Client's understanding that Deloitte Tax, as a result of providing such tax advice, is under no obligation to represent Client with respect to any such challenge or an administrative or judicial challenge thereof. Deloitte Tax would generally be available to represent Client before the appropriate taxing authorities, if permissible, for an additional fee that is mutually agreed upon.

Although Deloitte Tax might in certain circumstances provide Client with drafts of a deliverable before it is finalized, Client understands that Client may not rely upon any of the analysis, conclusions, or recommendations unless and until the final deliverable is issued. Any part of our analysis, including the recommendations or conclu sions may change between the time of any draft and the issuance of a final deliverable.

All rights and obligations of Deloitte Tax and Client described in this Engagement Letter will apply to each Work Order. In the event of any conflict or inconsistency between the terms of this Engagement Letter and the terms of any Work Order, the terms of this Engagement Letter shall control. Notwithstanding the immediately preceding sentence, in the event that a Work Order expressly provides that certain provisions therein shall control over specified provisions of this Engagement Letter, then, to the extent that such provisions of the Work Order conflict or are inconsistent with the specified provisions of this Engagement 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 27 of 188

Century 21, Inc. January 25, 2018 Page 3

Letter, such provisions of the Work Order shall control. If a Work Order is not executed, as previously described, the terms of this Engagement Letter will apply to the Services provided.

CONSENT FOR DISCLOSURE AND USE OF TAX RETURN INFORMATION

Client authorizes that any and all information (i) furnished to Deloitte Tax for or in connection with the Services under this Engagement Letter, (ii) derived or generated by Deloitte Tax from the information described in (i) above, or (iii) associated with prior years' tax return information in the possession of Deloitte Tax may, for a period of up to eight (8) years from the end of the tax year to which the information relates, be disclosed to and considered and used by any Deloitte Tax affiliate, related entity (or its affiliate) or subcontractor, in each case, whether located within or outside the United States, engaged directly or indirectly in providing Services under this Engagement Letter, tax planning or preparation of tax returns, audited financial statements, or other financial statements or financial information as required by a government authority, municipality or regulatory body. Disclosures under this paragraph may consist of all information contained in Client's tax returns; if Client wishes to request a more limited disclosure of tax return information, Client must inform Deloitte Tax. Client acknowledges that Client's tax return information may be disclosed to Deloitte Tax affiliates, related entities (or their affiliates) or subcontractors located outside of the United States.

FEES AND EXPENSES

The Deloitte Tax fees for Services, other than for Services which are the subject of a separate engagement letter with a different fee arrangement or a Work Order, are based on the amount of professional t ime incurred and our agreed-upon hourly rates, which vary depending upon the experience level of the professionals involved. Deloitte Tax will also bill (i) reasonable out-of-pocket expenses and (ii) an allocation of estimated administrative and technology costs incurred (e.g., tax technology, research materials, etc.) equal to five (5) percent of professional fees. Hourly rates of our Washington National Tax and other subject matter specialists may exceed the hourly rates of our local office professionals. Reasonable out-of-pocket expenses incurred and allocated costs are reflected as additional amounts on the bills.

Deloitte Tax will submit periodic bills as the Services are performed. The fees and expenses are not dependent upon the findings or results of the Services or the ultimate resolution of any items with the taxing authorities, nor are those amounts contingent or refundable.

ACCEPTANCE

This Engagement Letter, including all exhibits and Work Orders, together with the General Business Terms attached hereto and thereto, constitutes the entire agreement between Client and Deloitte Tax with respect to this engagement, supersedes all other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by the mutual written agreement of the Client and Deloitte Tax.

Please indicate your acceptance of this agreement by signing in the space provided below and returning a copy of this Engagement Letter to our office. Your signature constitutes Client's consent to disclosure and use of Client's tax return information in the manner described above. Your signature also constitutes acknowledgment of receipt of the attached Privacy Notice. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 28 of 188

Century 21, Inc. January 25, 2018 Page 4

Thank you for giving Deloitte Tax the opportunity to serve you. If you have any questions regarding the tax Services described in this Engagement Letter, or any other assistance that Deloitte Tax may provide to you, please feel free to contact Philip Lee at 516-918-7809 or me at 212-436-5040.

Very truly yours, AGREED AND ACCEPTED

DELOITTE TAX LLP Century 21, Inc., on behalf of itself and its subsidiaries and/or affiliates

By: By: Martin Levitin Mel Tucker Managing Director Title: Chief Financial Officer

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Exhibit A Century 21, Inc. Work Order

Work Order Number: Authorized Sta rt Date:

This Work Order incorporates the terms and conditions of the Engagement Letter between Deloitte Tax LLP ("Deloitte Tax") and [Client] and its subsidiaries and/or affiliates ("Client") dated January 25, 2018.

Description of Services:

Estimated Timing for Services and Deliverables {if any):

Fees and Expenses {if different from the provisions stated in the Engagement Letter):

Client Responsibilities:

Other Terms {if applicable}:

CONSENT FOR DISCLOSURE AND USE OF TAX RETURN INFORMATION

Client authorizes that any and all information (i) furnished to Deloitte Tax for or in connection with the Services under this Work Order, (ii) derived or generated by Deloitte Tax from the information described in (i) above, or (iii) associated with prior years' tax return information in the possession of Deloitte Tax may, for a period of up to eight (8) years from the from the end of the tax year to which the information relates, be disclosed to and considered and used by any Deloitte Tax affiliate, related entity (or its affiliate) or subcontractor, in each case, whether located within or outside the United States, engaged directly or indirectly in providing Services under this Work Order, tax planning or preparation of tax returns, audited financial statements, or other financial statements or financial information as required by a government authority, municipality or regulatory body. Disclosures under this paragraph may consist of all information contained in Client's tax returns; if Client wishes to request a more limited disclosure of tax return information, Client must inform Deloitte Tax. Client acknowledges that Client's tax return information may be disclosed to Deloitte Tax affiliates, related entities (or their affiliates) or subcontractors located outside of the United States.

Your signature constitutes Client's consent to disclosure and use of Client's tax return information in the manner described above.

Century 21, Inc., on behalf of itself and its Deloitte Tax LLP subsidiaries and/or affiliates

By: By: Mel Tucker

Title: Chief Financial Officer

Date: t<>/, lie Date:

Address: 22 Cortland Street Address:

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DELOITTE TAX LLP GENERAL BUSINESS TERMS

1. Contract and Parties. (a) The engagement letter and any appendices and exhibits other than these General Business Terms ("Engagement Letter") issued by Deloitte Tax LLP ("Deloitte Tax") and addressed to the Client, a particular work order associated with such Engagement Letter ("Work Order"), if any, and these General Business Terms (together, the "Contract") constitute the whole agreement between the Client and Deloitte Tax in relation to the services, delivered work product (including Advice as defined below) described in the Contract to be provided by Deloitte Tax (the "Services") and Deloitte Tax's responsibilities for providing the Services. Capitalized terms not defined in these General Business Terms shall have the meaning given to them in the Engagement Letter. (b) This Contract is between the Client and Deloitte Tax. For the purposes of this Contract: "Client" shall mean the entity specified in the Engagement Letter and shall include such of the Client's subsidiaries and/or affiliates as identified in the Engagement Letter and/or Work Order or, if none is identified, all of the Client's subsidiaries and affiliates. The Client represents and warrants that it has t he power and authority to (i) sign the Contract, and (ii) to bind, itself and its subsidiaries and/or affiliates. "Advice" shall mean all advice, opinions, reports and other work product in any form (including Deliverables) provided by or on behalf of Deloitte Tax and/or its Subcontractors as part of the Services. "Deliverables" means any and all tangible work outputs of the Services to be delivered by Deloitte Tax as part of the Services, including written returns, reports, documents and other materials. (c) Deloitte Tax may subcontract any Services under this Contract to any other Deloitte Entity and/or to any other third party whether within or outside of the United States (collectively "Subcontractor"}. The Client's relationship is solely with Deloitte Tax as the entity contracting to provide the Services. Each party is an independent contractor and neither party is, nor shall be considered to be, the other's agent, distributor, partner, fiduciary, joint venturer, co-owner, or representative. (d) Deloitte Tax remains responsible to the Client for all of the Services performed or to be performed under this Contract, including Services performed by its Subcontractors. Accordingly, to the fullest extent possible under applicable law (i) none of the Deloitte Entities (except Deloitte Tax) will have any liability to t he Client; (ii) the Client wilt not bring any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities (except Deloitte Tax); and (iii) t he Client wilt also ensure that no Client subsidiary or affiliate which is not a party to the Contract brings any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities. (e) "Deloitte Entities" means Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its member firms and their respective subsidiaries and affiliates (including Deloitte Tax), their predecessors, successors and assignees, and all partners, principals, members, owners, directors, employees, subcontractors (including the Subcontractors) and agents of all such entities. Neit her DTTL nor, except as expressly provided herein, any member firm of DTTL, has any liability for each other's acts or omissions. Each member firm of DTTL is a separate and independent legal entity operating under the names "Deloitte", "Deloitte & Touche", "Deloitte Touche Tohmatsu" or other related names; and services are provided by member firms or their subsidiaries or affiliates and not by DTTL. 2. Responsibilities of the Client and of Deloitte Tax. (a) Responsibilities of the Client (i) The Client shall cooperate with Deloitte Tax and its Subcontractors in connection wit h t he performance of the Services, including, without limitation, providing Deloitte Tax and its Subcontractors with reasonable fa cilities and timely access to data, information and personnel of the Client. The Client shall be responsible for the performance of its personnel and third parties retained by the Client, for the timeliness, accuracy and completeness of all data and information (including all financial information and statements) provided to Deloitte Tax and its Subcontractors by or on behalf of the Client and for the implementation of any Advice provided. Deloitte Tax and its Subcontractors may use and rely on information and data furnished by the Client or others without verification. 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in connection with the Services. Deloitte Tax and its Subcontractors shall be entitled to rely on all decisions and approvals of the Client. (ii) The Client shall be solely responsible for, among other things: (A) making all management decisions, performing all management functions and assuming all management responsibilities; (B) designating one or more individuals who possess suitable skill, knowledge, and/or experience, preferably within senior management to oversee the Services; (C) evaluating the adequacy and results of the Services; (D) accepting responsibility for implementing the results of the Services; and (E) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. The provisions in the preceding sentence are not intended to and do not alter, modify or change in any manner the duties and obligations of Deloitte Tax as agreed to and set forth in this Contract. With respect to the data and information provided by the Client to Deloitte Tax or its Subcontractors for the performance of the Services, the Client shall have all rights required to provide such data and information, and shall do so only in accordance with applicable law and with any procedures agreed upon in writing. (b) Responsibilities of Deloitte Tax (i) The Services provided are not binding on tax or other governmental or regulatory authorities or t he courts and do not constitute a representation, warranty, or guarantee that the tax or other governmental or regulatory authorities or the courts will concur with any Advice. Any Services provided by or on behalf of Deloitte Tax will be based upon the law, regulations, cases, rulings, and other tax authority in effect at the time the specific Services are provided. Subsequent changes in or to the foregoing (for which Deloitte Tax shall have no responsibility to advise the Client) may result in the Services provided by or on behalf of Deloitte Tax being rendered invalid. (ii) Except as specifically agreed to in writing, Deloitte Tax shall not provide Advice regarding the financial accounting treatment of any transaction implemented from the Services and will not assume any responsibility for any financial reporting with respect to the Services. Deloitte Tax shall have no responsibility to address any legal matters or questions of law, other than tax law in relation to the Services. (iii) In formulating any Advice as part of the Services, Deloitte Tax may discuss ideas with the Client orally or show the Client drafts of such Advice. To the extent that the content of drafts or oral Advice are expected to be finalized and confirmed to the Client in writing, such confirmed Advice shall supersede any previous drafts or oral Advice and Deloitte Tax shall not be responsible if the Client or others choose to rely on, act or refrain from acting on the basis of any drafts or oral Advice. (iv) Deloitte Tax will use its reasonable endeavors, acting in a commercially prudent manner, to carry out the Services in accordance with any timetable specified in the Contract. However, it is agreed that any dates specified in the Contract for the performance of any part of the Services, including delivery of any Advice, are estimated dates for planning purposes only. Deloitte Tax will notify the Client promptly if it expects or encounters any significant delays which will materially affect achievement of any timetable for delivery of the Services. (v) Unless expressly agreed otherwise in writing, each item of Advice will be deemed accepted (and the Services or relevant part completed) when such Advice has been delivered in its final form and no material objection to the Advice or its content is notified by the Client to Deloitte Tax in writing within fourteen (14) days of delivery or when first use of the Advice is made by or on behalf of the Client, whichever occurs first. 3. Payment of Invoices. Deloitte Tax's invoices are due and payable by the Client upon presentation. If payment of an invoice is not received within thirty (30) days of the invoice date ("Due Date"), Deloitte Tax reserves the right to charge interest at the rate of higher of (i) 1 ½% per month or, if higher, (ii) the rate mandated or allowable by law, in each case compounded monthly to the extent allowable by law. Without limiting its other rights or remedies, Deloitte Tax shall have the right to suspend or terminate the Services entirely or in part if payment is not received by the Due Date. The Client shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Deloitte Tax's income and property taxes. If any portion of an invoice is disputed, the Client shall notify Deloitte Tax within fifteen (15) days of receipt of the disputed invoice and pay the undisputed portion of that invoice by the Due Date. 4. Term. (a) This Contract or any Work Order hereunder, may be terminated in whole or in part by either party at any time, without cause, by giving written notice to the other party not less than thirty (30) days before the effective date of termination. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 32 of 188

(b) Either party may terminate this Contract or any Work Order hereunder in whole or in part by written notice to the other on or at any time after the occurrence of any of the following events: (i) a material breach by the other party of an obligation under the Contract or any respective Work Order hereunder and, if the breach is capable of remedy, the defaulting party failing to remedy the breach within 30 days of receipt of notice of such breach; (ii) the other party becomes insolvent or goes into liquidation; (iii) the other party has a resolution passed or a petition presented for its winding-up or dissolution (other than for the purpose of a solvent amalgamation or reconstruction); (iv) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party; (v) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (vi) any event analogous to those set out in (ii) to (v) in any relevant jurisdiction. (c) Deloitte Tax may terminate this Contract or any Work Order hereunder in whole or in part, with immediate effect upon written notice to the Client if Deloitte Tax determines that (i) a governmental, regulatory, or professional entity, or other entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Deloitte Tax's performance of any part of the Contract illegal or otherwise unlawful or in conflict with independence or professional rules; or (ii) circumstances change (including, without limitation, changes in ownership of the Client or of its affiliates) so that Deloitte Tax's performance of any part of the Contract would be illegal or otherwise unlawful or in conflict with independence or professional rules. (d} Upon termination of the Contract or any Work Order hereunder for any reason, the Client will compensate Deloitte Tax in accordance with the terms of the Contract for the Services performed and expenses incurred through the effective date of termination. (e) Termination of any part of the Contract shall not affect the remainder of the Contract. These General Business Terms shall continue to apply to any Work Order in force that has not itself been terminated in accordance with the provisions of Paragraphs 4(a), (b) or (c). 5. Ownership of Deloitte Property & Work Products. (a) To the extent that any property (whether tangible or intangible} of any Deloitte Entity is used or developed in connection with this Contract, such property, including work papers, shall remain the property of the relevant Deloitte Entity. Subject to payment of all of Deloitte Tax's fees due in connection with the Services and this Contract, the Client shall obtain a non-exclusive, non-transferable license to use any Advice for the purpose set out in the Contract (or in the Advice} and in compliance with the provisions of this Contract. Deloitte Tax shall have ownership (including, without limitation, copyright and other intellectual property ownership) of the Advice and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall ensure that it and its subsidiaries and/or affiliates do not assert or cause to be asserted against any Deloitte Entity any prohibition or restraint from so doing. Any intellectual property and other proprietary rights in the material and data provided by the Client for performing the Services shall remain the property of the Client. {b) Deloitte Tax and its Subcontractors, in connection with performing the Services, may develop or acquire general experience, skills, knowledge and ideas. Any Deloitte Entity may use and disclose such experience, skills, knowledge and ideas subject to the obligations of confidentiality set out in Paragraph 10. (c) The Client shall also be entitled to have access to and use of those Deloitte Technologies supplied solely for the purposes of receiving the Services, and for no other purposes, in accordance with and subject to the provisions of the licenses applicable to such Deloitte Technologies as notified by Deloitte Tax and agreed by the Client (acting reasonably). As between the Client and Deloitte Tax, and for the benefit of the respective Deloitte Entity owning the Deloitte Technologies, Deloitte Tax and/or the respective Deloitte Entity will own and retain ownership of all intellectual property rights and other proprietary rights of any kind in the Deloitte Technologies that are used or developed in connection with this Contract. (d) "Deloitte Technologies" means all know-how and software, system interfaces, templates, methodologies, ideas, concepts, techniques, tools, processes, and technologies, including web-based technologies and algorithms owned by, licensed to or developed by any Deloitte Entity and used by Deloitte Tax and its Subcontractors in performing the Services or its other obligations. 6. Limitations on Damages. (a) Deloitte Tax, shall not be liable to the Client for any claims, liabilities, losses, damages, costs or expenses arising under or in connection with the Contract ("Claims") for an aggregate amount in excess of the fees paid under the Contract, or the fees paid under a particular Work Order for Claims arising under such Work Order, by the Client to Deloitte Tax, for that part of the Services giving rise to the Claim except to the extent it is 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 33 of 188

finally determined to have resulted primarily from the intentional fraud, intentional misconduct or bad faith of Deloitte Tax, any Deloitte Entity or any Subcontractor retained for providing the Services to the Client. (b) In no event shall any Deloitte Entity (including Deloitte Tax and its Subcontractors) be liable whether in contract, tort or otherwise for any losses incurred as a result of loss of use, contracts, data, goodwill, revenues or profits (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense arising under or in connection with the Contract. (c) In circumstances where all or any portion of the provisions of this Paragraph 6 are finally determined to be unavailable, the aggregate liability of Deloitte Tax, any other Deloitte Entity (including Subcontractors) and their respective personnel for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. (d) Deloitte Tax's responsibility for the Services is solely toward the Client identified in the Contract or Advice to be entitled to rely on the Services, and not toward any other subsidiary or affiliate of the Client. If more than one Client subsidiary or affiliate is a party to the Contract or is identified in the Contract, Deloitte Tax's responsibility is solely toward the Client for whose benefit the Services were provided. (e) The liability cap in Paragraph 6(a) applies in aggregate to each and all Claims which from time to time arise under or in connection with the Contract and the Services, whether such Claims are made at the same or different times or by the Client entity and/or other persons. The liability cap in Paragraph 6(a) also applies to any and all Claims against any other Deloitte Entities, including the Subcontractors, if and only to the extent that it is judicially determined that any of them have any liability under or in connection with the Contract or the Services. (f) If the liability exclusion for other Deloitte Entities provided in Paragraph l(d} is for any reason not effective, then the limitations on liability provided for in this Paragraph 6 shall apply to the other Deloitte Entities (including Subcontractors) as if they were named therein. (g) The provisions of Paragraph 6 shall not apply to any liability which by the governing law of the Contract is unlawful to limit or exclude. 7. Limitation on Warranties. THIS IS A SERVICES AGREEMENT. DELOITTE TAX WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND WITH DUE PROFESSIONAL CARE AND SKILL. TO THE FULLEST EXTENT PERMITTED BY LAW, DELOITTE TAX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. Force Majeure. Neither party shall be liable for any delays or nonperformance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority. 9 . Limitation on Actions. No action, regardless of form, relating to the Contract or the Services, may be brought by either party more than two years after the cause of action has accrued under applicable law, except that an action for non­ payment of Deloitte Tax's invoices by the Client may be brought at any time. 10. Confidentiality. (a) To the extent that, in connection with the Contract, Deloitte Tax comes into possession of any tax or other information related to the Services, trade secrets or other proprietary information relating to the Client which is either designated by the disclosing party as confidential or is by its nature clearly confidential ("Confidential Information"), Deloitte Tax shall not disclose such Confidential Information to any third party without the Client's consent. The Client hereby consents to Deloitte Tax disclosing such Confidential Information (i) to contractors providing administrative, infrastructure and other support services to Deloitte Tax as well as to any Deloitte Entity (including any Subcontractors) and their respective personnel, in any case, whether located within or outside of the United States, provided that such contractors and Subcontractors adhere to confidentiality obligations similar to those in this Paragraph 10; {ii) to legal advisors, auditors, and insurers; and (iii) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential or actual mediation, arbitration or litigation. Th e obligation of confidentiality shall not apply to the extent such Confidential Information (A) is or becomes 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 34 of 188

publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of the default of Deloitte Tax; (B) becomes available to any Deloitte Entity on a non-confidential basis from a source other than the Client which Deloitte Tax reasonably believes is not prohibited from disclosing such Confidential Information to Deloitte Tax by an obligation of confidentiality to the Client; (C) is known by any Deloitte Entity prior to its receipt from the Client without any obligation of confidentiality; or (D) is developed by any Deloitte Entity independently of Confidential Information disclosed by the Client. (b) The Client shall not disclose to any third party any Advice without the express written consent of Deloitte Tax, except (i) disclosure may be made to the extent mandatory laws, applicable regulations, rules and professional obligations prohibit limitations on disclosure; (ii) if the Client or its affiliates have securities registered with the United States Securities and Exchange Commission and any Deloitte Entity is the auditor of the Client or any of its affiliates, in which case no restrictions or limitations are placed by Deloitte Tax on the Client's disclosure of the tax treatment or tax structure associated with the tax Services or transactions described in the Contract and the Client acknowledges that none of its other advisers has imposed or will impose restrictions or limitations with such tax treatment or tax structure; (iii) to the extent the United States Internal Revenue Code and applicable Internal Revenue Service guidance relating to confidential tax shelters (or comparable law or guidance from other taxing authorities in other jurisdictions) apply, in which case there are no restrictions or limitations on the disclosure of the tax treatment or tax structure; (iv) to the extent legislation or regulations of any jurisdiction provide for the reporting to the tax authorities of certain tax arrangements or transactions, there shall be no restrictions or limitations on the disclosure of any such arrangements or transactions provided as part of the Advice; (v) the Client may disclose the Advice on a need to know basis to any affiliate that is not a member of the Client for information purposes only, provided that the Client ensures and the recipient undertakes to keep such Advice confidential and not to bring any claim of any kind against any Deloitte Entity in relation to the Advice or the Services; and (vi) on a need to know basis to statutory auditors of the Client in their capacity as such. (c) The Client shall use the Advice, solely for the purposes specified in the Contract or Advice and, without limitation, shall not, without the prior written consent of Deloitte Tax, use any Advice, in connection with any business decisions of any third party or for advertisement purposes. All Services are intended only for the benefit of the Client identified in the Contract or Advice as being entitled to rely on the Advice. The mere receipt of any Advice (or any information derived therefrom) by any other persons is not intended to create any duty of care, professional relationship or any present or future liability of any kind between those persons and Deloitte Tax. 11. Assignment. Neither party may assign or otherwise transfer this Contract without the prior express written consent of the other, except that Deloitte Tax may assign any of its rights or obligations hereunder to any other Deloitte Entity and to any successor to its business. Neither party will directly or indirectly agree to assign or transfer to a third party any Claim against the other party arising out of this Contract. 12, Indemnification. The Client shall indemnify and hold harmless Deloitte Tax, and any other Deloitte Entity from all third party Claims except to the extent finally determined to have resulted primarily from the intentional fraud, intentional misconduct or bad faith of Deloitte Tax, or any other Deloitte Entity. In circumstances where all or any portion of the provisions of this paragraph are finally determined to be unavailable, t he aggregate liability of Deloitte Tax and all other Deloitte Entities (including their respective personnel) for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. 13. Electronic Communications. (a) Except as instructed otherwise in writing, Deloitte Entities and the Client are authorized to receive properly addressed fax, e-mail (including e-mails exchanged via Internet media) and voicemail communication for both sensitive and non-sensitive documents and other communications concerning this Contract, as well as other means of communication used or accepted by the other. Deloitte Entities may also communicate electronically with tax and other authorities. (b) It is recognized that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any bas is (contract, tort or otherwise) for any loss, damage or omission in any 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 35 of 188

way arising from the use of the internet or from access by any Deloitte Entity personnel to networks, applications, electronic data or other systems of the Client. 14. Other Clients. Nothing in this Contract will prevent or restrict any Deloitte Entity, including Deloitte Tax, from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience or skills used in, gained or arising from performing the Services subject to the obligations of confidentiality set out in Paragraph 10 even if those other clients' interests are in competition with the Client. Also, to the extent that Deloitte Tax possesses information obtained under an obligation of confidentiality to another client or other third party, Deloitte Tax is not obliged to disclose it to any member of the Client, or use it for the benefit of the Client, however relevant it may be to the Services. 15. Staff. Deloitte Tax and the Client each agree not to directly or indirectly solicit, employ or engage any personnel of the other party who within six (6) months of such action has been involved directly with the provision of the Services or otherwise directly connected with this Contract, except where an individual responds directly to a general recruitment campaign. 16. Destruction of Working Papers. Deloitte Tax may retain copies of documents and files provided by the Client in connection with the Services for purposes of compliance with professional standards and internal retention policies. Any documents and files retained by Deloitte Tax on completion of the Services (including documents legally belonging to the Client) may routinely be destroyed in accordance with Deloitte Entities' policies applying from time to time. 17. Marketing Material 8t Use of Name. Neither the Deloitte Entities nor the Client shall use the other's name, trademarks, service marks, logos, and/or branding in external publicity material without such other party's prior written consent. 18. Spreadsheets, Models and Tools. In the course of providing the Services, Deloitte Tax may make reference to spreadsheets, models or tools (together "Models") that the Client provides to Deloitte Tax or requests Deloitte Tax to rely upon ("Client Models") or that Deloitte Tax otherwise uses in connection with the Services ("Deloitte Models"). All Models have limitations and may not produce valid results for all possible combinations of input data with t he result that actual and potential errors are not detected. Unless otherwise expressly agreed in the Contract: (i) Deloitte Tax will not be responsible for reviewing, testing or detecting any errors in any Client Models; (ii) no Deloitte Model will be provided or treated as Advice; and (iii) where Deloitte Tax provides any Deloitte Model by way of explanation or illustration of any Advice, Deloitte Tax makes no representation, warranty or undertaking (express or implied) of any kind about the accuracy, suitability or adequacy of any such Deloitte Model for the Client's own needs. 19. Data Protection. (a) Each party shall comply with their respective obligations under the applicable data protection laws to the extent in connection with this Contract and the Services a party stores, processes and transfers any personal data to which data protection laws apply ("Personal Data"). In relation to any Client or third party Personal Data which is processed by Deloitte Tax as part of the Services, Deloitte Tax as data processor will (i) process such Personal Data only in accordance with lawful and reasonable instructions of the Client; and (ii) in compliance with legally required security obligations applicable to a data processor. (b) The Client confirms that it has obtained all legally required authorizations to transfer any Personal Data to Deloitte Tax and including across borders and outside the territory of the European Union. 20. Counterparts and Language. This Contract may be signed in any number of counterparts (whether such counterparts are original or fax or in the form of a pdf attachment to an e-mail). Each signed counterpart shall be deemed to be an original thereof, but all the counterparts shall together constitute one and the same instrument. Where there are versions of the Contract in the English language and another language, in the event of any discrepancies between versions, the English language version shall prevail. 21. Entire Agreement, Modification and Effectiveness. Nothing discussed prior to execution of the Contract induced, nor forms part of, the Contract except to the extent repeated in this Contract. This Contract supersedes any previous agreement, understanding or 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 36 of 188

communication, written or oral, relating to its subject matter. No variation to the Contract shall be effective unless it is documented in writing and signed by authorized representatives of both parties, provided, however, that the scope of the Services may be changed by agreement of the parties in writing, including by e-mail or fax. If Deloitte Tax has already started work (e.g., by gathering information, project planning or giving initial advice) at the request of the Client then the Client agrees that this Contract is effective from the start of such work. 22. Survival and Interpretation and Third-Party Beneficiary. (a) Any provisions of the Contract which either expressly or by their nature extend beyond the expiration or termination of this Contract shall survive such expiration or termination. (b) If any provision of the Contract is found by a court of competent jurisdiction or other competent authorities to be unenforceable, in whole or in part, such provision or the affected part shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein. Each of the provisions of the Contract or any Work Order shall apply to the fullest extent of the law, whether in contract, statute, tort (including without limitation negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy, Any references herein to the term "including" shall be deemed to be followed by "without limitation". (c) Deloitte Entities are intended third-party beneficiaries of the Contract. Each such Deloitte Entity may in its own right enforce such terms, agreements and undertakings. 23. Governing Law and Submission to Jurisdiction. This Contract, and all matters relating to it (including non-contractual obligations) shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the choice of law principles thereof). Any action or proceeding arising out of or relating to this Contract or the Services shall be brought and maintained exclusively in New York County, the State of New York. Subject to Paragraph 24, the parties hereby expressly and irrevocably: (i) submit to the exclusive jurisdiction of such courts for the purposes of any such action or proceeding and (ii) waive, to the fullest extent permitted by law, any defense of inconvenient forum to the venue and maintenance of such action in any such courts. Nothing in this paragraph will prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy. DELOITTE TAX AND THE CLIENT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THE CONTRACT. 24. Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between senior management. If the matter is not resolved through negotiation, then either party may request that a good faith attempt is made to resolve the dispute or claim by participating in an Alternative Dispute Resolution ("ADR") procedure. If the dispute or claim has not been resolved within sixty (60) days of a request being made for reference to ADR, then legal proceedings may be commenced in respect of the matter. Nothing in this paragraph prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy. 25. Third Parties and Internal Use. Deloitte Tax acknowledges that Deloitte Tax has not placed any limitations on the Client's disclosure of the tax treatment or tax structure associated with the tax services or transactions described in the Contract. Nothing in this paragraph shall be construed as limiting or restricting disclosure of the tax treatment or tax structure of the transaction as described in Rule 3501(c)(i) of PCAOB Release 2005-014, or IRC sections 6011 and 6111 and related IRS guidance. The Client acknowledges that none of its other advisors have imposed or will impose any conditions of confidentiality with respect to the tax treatment or tax structure associated with the tax services or transactions described in the Contract. All Services shall be solely for the Client's informational purposes and internal use, and this engagement does not create privity between Deloitte Tax and any person or party other than the Client ("third party"). This engagement is not intended for the express or implied benefit of any third party. Unless otherwise agreed to in writing by Deloitte Tax, no third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports, or other Services of Deloitte Tax. In the event of any unauthorized reliance, the Client agrees to indemnify and hold harmless Deloitte Tax and its personnel from all third-party claims, liabilities, costs and expenses. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 37 of 188

Deloitte Tax Privacy Notice

Introduction This privacy notice applies to clients who obtain services from Deloitte Tax. Deloitte Tax refers to Deloitte Tax LLP and its subsidiaries. Information Collection Deloitte Tax may collect personally identifiable information ("PII") from you such as: • Home address • Home telephone number • Date of birth • Government identifiers (such as social security number) In connection with our client acceptance process, Deloitte Tax may collect PII about you that may be considered sensitive. This could include, for example, history of any criminal activity. Deloitte Tax may also collect PII about you from, among other places: • Information you provide directly to us • Information regarding the services that Deloitte Tax provides or has previously provided to you • Information Deloitte Tax receives from our affiliated entities or third parties relati ng to the establishment of our relationship or the provision of services to you This information can be received in any manner, including in in-person discussions, telephone conversations, and electronic or other written communications. Privacy Shield Notice Deloitte LLP and its United States affiliates, including Deloitte Tax, adhere to the EU-U .S. and Swiss Privacy Shield Framework as set forth by the U.S. Department of Commerce with respect to personally identifiable information that is transferred from the European Economic Area and Switzerland to the United States within the scope of their Privacy Shield certifications. To learn more, see our Privacy Shield Notice. Information Use Deloitte Tax collects PII about you to: • Establish or maintain our relationship with you • Provide you with services you have requested • Keep you informed of services we think may be of interest to you Without PII, Deloitte Tax may be unable to provide you with the services you have requested. Disclosure of Information Deloitte Tax may share PII about you with others as permitted by contractual agreement or as required by law, such as: • Our affiliates • Third parties in connection with the provision of services to you • Government entities and regulatory bodies • Those with whom you have requested us to share information Deloitte Tax requires third parties who perform services for us to agree to treat PII about you confidentially and securely. Unless restricted by law, regulation, contract or professional standards, Deloitte Tax may transfer Pll about you outside the United States to other countries for the purposes described in this privacy notice. Deloitte Tax will provide notice and obtain your consent before: • Sharing PII about you with an unaffiliated third party who is not performing services for us, except if such sharing is otherwise permitted by this privacy notice, • Using PII about you for purposes not described in this privacy notice, or • Sharing with a third party Sensitive PII, if any, that you may provide to us in connection with our services. Sensitive PII refers to PII specifying medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or information specifying the sex life of the individual. Deloitte Tax does not sell or lease PII about you to others. Access You may request access to the PII that Deloitte Tax has about you. You may also request the correction, amendment or deletion of PII about you that is inaccurate. Deloitte Tax will treat requests for access, correction, amendment or deletion of PII about you in accordance with its internal policies and applicable legal requirements. Information Security Deloitte Tax maintains reasonable physical, administrative and technical safeguards to protect PII from loss, misuse, or unauthorized access, disclosure, alteration or destruction. Our personnel and the personnel of our affiliates are provided access to PII about you only if they have a need to know the information in connection with a legitimate business purpose, such as (i) the provision of services to you or (ii) to help identify other services that Deloitte Tax and its affiliates offer that may be of interest or use to you. Changes to This Privacy Notice Deloitte Tax reserves the right to change this privacy notice. Deloitte Tax will provide you with a revised privacy notice that reflects such changes as required by law. Questions If you have any questions or concerns regarding this notice, please contact your engagement partner/principal/managing director. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 38 of 188

Exhibit 1(b) (to Order)

2015-18 Tax Audit Work Order

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Exhibit 2(a) (to Order)

2020 Tax Advisory Engagement Letter

20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 42 of 188 Deloitte Tax LLP 2 Jericho Plaza Jericho, NY 11753-1683 USA

Tel: +1 516 918 7809 Fax: +1 516 918 2979 www.deloitte.com

February 27, 2020

Mr. Ezra Sultan Chief Financial Officer Century 21, Inc. 22 Cortland Street New York, New York 10017

Dear Mr. Ezra:

Thank you for choosing Deloitte Tax LLP (“Deloitte Tax” or “our”) to provide tax advisory services (“Services”) for Century 21, Inc. and its subsidiaries and/or affiliates (“Client”) during the period January 1, 2020 through December 31, 2021. Client and Deloitte Tax agree that this Engagement Letter will be retroactive for all Services rendered beginning January 1, 2020. Deloitte Tax professionals will generally be available to provide Services on federal, foreign, state and local tax matters on an as-requested basis.

This engagement letter (“Engagement Letter”) describes the scope of the Deloitte Tax Services, the respective responsibilities of Deloitte Tax and Client relating to this engagement and the fees Deloitte Tax expects to charge.

SCOPE OF SERVICES

Client and Deloitte Tax agree that the terms of this Engagement Letter will apply to all Services provided by Deloitte Tax to Client during the period set forth above, unless such services are the subject of a separate written agreement entered into between Deloitte Tax and Client.

As the specific Service desired by Client from Deloitte Tax is identified, Client and Deloitte Tax will execute a separate work order (“Work Order”) when such Service involves either (1) contemplated fees in excess of $50,000, or (2) a potential tax liability in excess of $1,000,000. The request for Services should be in a form of a Work Order as set forth in Exhibit A attached to this Engagement Letter (or a substantially similar form). The request for Services should reference this Engagement Letter and clearly describe the specific details of the Services anticipated pursuant to the Work Order (including scope of work, deliverables, timing, Client responsibilities and fees).

It is contemplated that the Services requested from Deloitte Tax may include oral and written opinions, consulting, recommendations and other communications rendered in response to specific tax questions posed by Client. Deloitte Tax’s analysis and response to these tax questions may be based upon a review of various documentation including, but not limited to, legal opinions, books and records (collectively, “books and records”) relevant to Client’s transactions and business activity that Client provides to Deloitte Tax. With respect to such Services, Deloitte Tax is entitled to assume without independent verification the accuracy of all representations, assumptions, information and data provided by Client and its representatives. Deloitte Tax may ask Client to clarify or supplement information provided in this context.

TAX POSITIONS, POTENTIAL PENALTIES, TAXING AUTHORITY AUDITS

In accordance with our professional standards, while in the course of performing our Services should Deloitte Tax become aware of tax return positions for which either Client or Deloitte Tax may be subject to potential penalties by taxing authorities, Deloitte Tax will discuss with Client these positions including how any such penalties may be avoided through adequate disclosures to taxing authorities. Client should be aware that as a tax return preparer, Deloitte Tax may be required to satisfy disclosure requirements that may exceed those applicable to Client.

Our Services do not include representation of you in administrative taxing authority proceedings. However, Deloitte Tax would generally be willing to represent you in such proceedings for an additional fee that is 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 43 of 188 Century 21, Inc. February 27, 2020 Page 2

mutually agreed upon. In addition, you should be aware that certain transactions have been designated as reportable transactions by the IRS and certain states. Participating in such reportable transactions requires certain additional tax return disclosures and failing to make such disclosures will result in the imposition of substantial penalties. Our Services do not include any obligation by Deloitte Tax to identify transactions or to determine the applicability of reportable transaction disclosure requirements. As such, Deloitte Tax will not be responsible for any penalties resulting from Client's failure to make any reportable transaction disclosures. Client is responsible for ensuring that it has properly disclosed all reportable transactions; failure to make required disclosure will result in substantial penalties.

ACKNOWLEDGMENTS AND AGREEMENTS

The Services will be performed in accordance with the Statement on Standards for Consulting Services established by the American Institute of Certified Public Accountants (“AICPA”). Services to be performed by Deloitte Tax will be established by mutual agreement and can be changed or modified in the same manner. Deloitte Tax will promptly inform Client of any circumstances that warrant a change in the scope of the specific services to be provided, and similarly, Client agrees to notify Deloitte Tax promptly if modifications to the Services are requested.

Client acknowledges and agrees that the Services provided pursuant to this Engagement Letter will be based solely upon:

(a) Client’s understanding that Deloitte Tax will only be responsible to provide tax advice with respect to the specific matter, transaction or question actually presented by Client, including the type of tax and the taxing jurisdiction specifically identified by Client (e.g., federal, foreign, state, local, sales, excise, etc.); and

(b) Client’s understanding that Deloitte Tax, as a result of providing such tax advice, is under no obligation to represent Client with respect to any such challenge or an administrative or judicial challenge thereof. Deloitte Tax would generally be available to represent Client before the appropriate taxing authorities, if permissible, for an additional fee that is mutually agreed upon.

All rights and obligations of Deloitte Tax and Client described in this Engagement Letter will apply to each Work Order. In the event of any conflict or inconsistency between the terms of this Engagement Letter and the terms of any Work Order, the terms of this Engagement Letter shall control. Notwithstanding the immediately preceding sentence, in the event that a Work Order expressly provides that certain provisions therein shall control over specified provisions of this Engagement Letter, then, to the extent that such provisions of the Work Order conflict or are inconsistent with the specified provisions of this Engagement Letter, such provisions of the Work Order shall control. If a Work Order is not executed, as previously described, the terms of this Engagement Letter will apply to the Services provided.

CONSENT FOR DISCLOSURE AND USE OF TAX RETURN INFORMATION

Client authorizes that any and all information (i) furnished to Deloitte Tax for or in connection with the Services under this Engagement Letter, (ii) derived or generated by Deloitte Tax from the information described in (i) above, or (iii) associated with prior years’ tax return information in the possession of Deloitte Tax may, for a period of up to eight (8) years from the end of the tax year to which the information relates, be disclosed to and considered and used by any Deloitte Tax affiliate, related entity (or its affiliate) or subcontractor, in each case, whether located within or outside the United States, engaged directly or indirectly in providing Services under this Engagement Letter, tax planning or preparation of tax returns, audited financial statements, or other financial statements or financial information as required by a government authority, municipality or regulatory body. Disclosures under this paragraph may consist of all information contained in Client’s tax returns; if Client wishes to request a more limited disclosure of tax return information, Client must inform Deloitte Tax. Client acknowledges that Client’s tax return information may be disclosed to Deloitte Tax affiliates, related entities (or their affiliates) or subcontractors located outside of the United States.

FEES AND EXPENSES

The Deloitte Tax fees for Services, other than for Services which are the subject of a separate engagement letter with a different fee arrangement or a Work Order, are based on the amount of professional time incurred and our agreed-upon hourly rates, which vary depending upon the experience level of the professionals 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 44 of 188 Century 21, Inc. February 27, 2020 Page 3

involved. Deloitte Tax will also bill (i) reasonable out-of-pocket expenses and (ii) an allocation of estimated administrative and technology costs incurred (e.g., tax technology, research materials, etc.) equal to five (5) percent of professional fees. Hourly rates of our Washington National Tax and other subject matter specialists may exceed the hourly rates of our local office professionals. Reasonable out-of-pocket expenses incurred and allocated costs are reflected as additional amounts on the bills.

Deloitte Tax will submit periodic bills as the Services are performed. The fees and expenses are not dependent upon the findings or results of the Services or the ultimate resolution of any items with the taxing authorities, nor are those amounts contingent or refundable.

ACCEPTANCE

This Engagement Letter, including all exhibits and Work Orders, together with the General Business Terms attached hereto and thereto, constitutes the entire agreement between Client and Deloitte Tax with respect to this engagement, supersedes all other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by the mutual written agreement of the Client and Deloitte Tax.

Please indicate your acceptance of this agreement by signing in the space provided below and returning a copy of this Engagement Letter to our office. Your signature constitutes Client’s consent to disclosure and use of Client’s tax return information in the manner described above. Your signature also constitutes acknowledgment of receipt of the attached Privacy Notice.

Thank you for giving Deloitte Tax the opportunity to serve you. If you have any questions regarding the tax Services described in this Engagement Letter, or any other assistance that Deloitte Tax may provide to you, please feel free to contact Philip Lee at 516-918-7809.

Very truly yours, AGREED AND ACCEPTED

DELOITTE TAX LLP Century 21, Inc., on behalf of itself and its subsidiaries and/or affiliates

:By: ______;By: ______Philip B Lee Ezra Sultan Norman R. Veit, Jr Managing Director

Title: Chief Financial Officer & Chief Information Officer

;Date: 12/29/2020

Enclosures 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 45 of 188

Exhibit A Century 21, Inc. Work Order

Work Order Number: Authorized Start Date:

This Work Order incorporates the terms and conditions of the Engagement Letter between Deloitte Tax LLP (“Deloitte Tax”) and [Client] and its subsidiaries and/or affiliates (“Client”) dated January 28, 2020.

Description of Services:

Estimated Timing for Services and Deliverables (if any):

Fees and Expenses (if different from the provisions stated in the Engagement Letter):

Client Responsibilities:

Other Terms (if applicable):

CONSENT FOR DISCLOSURE AND USE OF TAX RETURN INFORMATION

Client authorizes that any and all information (i) furnished to Deloitte Tax for or in connection with the Services under this Work Order, (ii) derived or generated by Deloitte Tax from the information described in (i) above, or (iii) associated with prior years’ tax return information in the possession of Deloitte Tax may, for a period of up to eight (8) years from the end of the tax year to which the information relates, be disclosed to and considered and used by any Deloitte Tax affiliate, related entity (or its affiliate) or subcontractor, in each case, whether located within or outside the United States, engaged directly or indirectly in providing Services under this Work Order, tax planning or preparation of tax returns, audited financial statements, or other financial statements or financial information as required by a government authority, municipality or regulatory body. Disclosures under this paragraph may consist of all information contained in Client’s tax returns; if Client wishes to request a more limited disclosure of tax return information, Client must inform Deloitte Tax. Client acknowledges that Client’s tax return information may be disclosed to Deloitte Tax affiliates, related entities (or their affiliates) or subcontractors located outside of the United States.

Your signature constitutes Client’s consent to disclosure and use of Client’s tax return information in the manner described above. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 46 of 188

Century 21, Inc., on behalf of itself and its Deloitte Tax LLP subsidiaries and/or affiliates

By: ______By: ______Ezra Sultan Philip B Lee Managing Director Title: Chief Financial Officer

Date: ______Date: ______

Address: 22 Cortland Street Address: 2 Jericho Plaza

New York, NY 10007 Jericho, NY 11753-1683 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 47 of 188

DELOITTE TAX LLP GENERAL BUSINESS TERMS

1. Contract and Parties.

(a) The engagement letter and any appendices and exhibits other than these General Business Terms (“Engagement Letter”) issued by Deloitte Tax LLP (“Deloitte Tax”) and addressed to the Client, a particular work order associated with such Engagement Letter (“Work Order”), if any, and these General Business Terms (together, the “Contract”) constitute the whole agreement between the Client and Deloitte Tax in relation to the services, delivered work product (including Advice as defined below) described in the Contract to be provided by Deloitte Tax (the “Services”) and Deloitte Tax’s responsibilities for providing the Services. Capitalized terms not defined in these General Business Terms shall have the meaning given to them in the Engagement Letter.

(b) This Contract is between the Client and Deloitte Tax. For the purposes of this Contract:

“Client” shall mean the entity specified in the Engagement Letter and shall include such of the Client’s subsidiaries and/or affiliates as identified in the Engagement Letter and/or Work Order or, if none is identified, all of the Client’s subsidiaries and affiliates. The Client represents and warrants that it has the power and authority to (i) sign the Contract, and (ii) to bind, itself and its subsidiaries and/or affiliates.

“Advice” shall mean all advice, opinions, reports and other work product in any form (including Deliverables) provided by or on behalf of Deloitte Tax and/or its Subcontractors as part of the Services.

“Deliverables” means any and all tangible work outputs of the Services to be delivered by Deloitte Tax as part of the Services, including written returns, reports, documents and other materials.

(c) Deloitte Tax may subcontract any Services under this Contract to any other Deloitte Entity and/or to any other third party whether within or outside of the United States (collectively “Subcontractor”). The Client’s relationship is solely with Deloitte Tax as the entity contracting to provide the Services. Each party is an independent contractor and neither party is, nor shall be considered to be, the other’s agent, distributor, partner, fiduciary, joint venturer, co-owner, or representative.

(d) Deloitte Tax remains responsible to the Client for all of the Services performed or to be performed under this Contract, including Services performed by its Subcontractors. Accordingly, to the fullest extent possible under applicable law (i) none of the Deloitte Entities (except Deloitte Tax) will have any liability to the Client; (ii) the Client will not bring any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities (except Deloitte Tax); and (iii) the Client will also ensure that no Client subsidiary or affiliate which is not a party to the Contract brings any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities.

(e) “Deloitte Entities” means Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its member firms and their respective subsidiaries and affiliates (including Deloitte Tax), their predecessors, successors and assignees, and all partners, principals, members, owners, directors, employees, subcontractors (including the Subcontractors) and agents of all such entities. Neither DTTL nor, except as expressly provided herein, any member firm of DTTL, has any liability for each other’s acts or omissions. Each member firm of DTTL is a separate and independent legal entity operating under the names “Deloitte”, “Deloitte & Touche”, “Deloitte Touche Tohmatsu” or other related names; and services are provided by member firms or their subsidiaries or affiliates and not by DTTL.

2. Responsibilities of the Client and of Deloitte Tax.

(a) Responsibilities of the Client (i) The Client shall cooperate with Deloitte Tax and its Subcontractors in connection with the performance of the Services, including, without limitation, providing Deloitte Tax and its Subcontractors with reasonable facilities and timely access to data, information and personnel of the Client. The Client shall be responsible for the performance of its personnel and third parties retained by the Client, for the timeliness, accuracy and completeness of all data and information (including all financial information and statements) provided to Deloitte Tax and its Subcontractors by or on behalf of the Client and for the implementation of any Advice provided. Deloitte Tax and its Subcontractors may use and rely on information and data furnished by the 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 48 of 188

Client or others without verification. The performance of the Services is dependent upon the timely performance of the Client’s responsibilities under the Contract and timely decisions and approvals of the Client in connection with the Services. Deloitte Tax and its Subcontractors shall be entitled to rely on all decisions and approvals of the Client.

(ii) The Client shall be solely responsible for, among other things: (A) making all management decisions, performing all management functions and assuming all management responsibilities; (B) designating one or more individuals who possess suitable skill, knowledge, and/or experience, preferably within senior management to oversee the Services; (C) evaluating the adequacy and results of the Services; (D) accepting responsibility for implementing the results of the Services; and (E) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. The provisions in the preceding sentence are not intended to and do not alter, modify or change in any manner the duties and obligations of Deloitte Tax as agreed to and set forth in this Contract. With respect to the data and information provided by the Client to Deloitte Tax or its Subcontractors for the performance of the Services, the Client shall have all rights required to provide such data and information, and shall do so only in accordance with applicable law and with any procedures agreed upon in writing.

(b) Responsibilities of Deloitte Tax (i) The Services provided are not binding on tax or other governmental or regulatory authorities or the courts and do not constitute a representation, warranty, or guarantee that the tax or other governmental or regulatory authorities or the courts will concur with any Advice. Any Services provided by or on behalf of Deloitte Tax will be based upon the law, regulations, cases, rulings, and other tax authority in effect at the time the specific Services are provided. Subsequent changes in or to the foregoing (for which Deloitte Tax shall have no responsibility to advise the Client) may result in the Services provided by or on behalf of Deloitte Tax being rendered invalid.

(ii) Except as specifically agreed to in writing, Deloitte Tax shall not provide Advice regarding the financial accounting treatment of any transaction implemented from the Services and will not assume any responsibility for any financial reporting with respect to the Services. Deloitte Tax shall have no responsibility to address any legal matters or questions of law, other than tax law in relation to the Services.

(iii) In formulating any Advice as part of the Services, Deloitte Tax may discuss ideas with the Client orally or show the Client drafts of such Advice. To the extent that the content of drafts or oral Advice are expected to be finalized and confirmed to the Client in writing, such confirmed Advice shall supersede any previous drafts or oral Advice and Deloitte Tax shall not be responsible if the Client or others choose to rely on, act or refrain from acting on the basis of any drafts or oral Advice.

(iv) Deloitte Tax will use its reasonable endeavors, acting in a commercially prudent manner, to carry out the Services in accordance with any timetable specified in the Contract. However, it is agreed that any dates specified in the Contract for the performance of any part of the Services, including delivery of any Advice, are estimated dates for planning purposes only. Deloitte Tax will notify the Client promptly if it expects or encounters any significant delays which will materially affect achievement of any timetable for delivery of the Services.

(v) Unless expressly agreed otherwise in writing, each item of Advice will be deemed accepted (and the Services or relevant part completed) when such Advice has been delivered in its final form and no material objection to the Advice or its content is notified by the Client to Deloitte Tax in writing within fourteen (14) days of delivery or when first use of the Advice is made by or on behalf of the Client, whichever occurs first.

3. Payment of Invoices.

Deloitte Tax’s invoices are due and payable by the Client upon presentation. If payment of an invoice is not received within thirty (30) days of the invoice date (“Due Date”), Deloitte Tax reserves the right to charge interest at the rate of higher of (i) 1½% per month or, if higher, (ii) the rate mandated or allowable by law, in each case compounded monthly to the extent allowable by law. Without limiting its other rights or remedies, Deloitte Tax shall have the right to suspend or terminate the Services entirely or in part if payment is not received by the Due Date. The Client shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Deloitte Tax’s income and property taxes. If any portion of an invoice is disputed, the Client shall notify Deloitte Tax within fifteen (15) days of receipt of the disputed invoice and pay the undisputed portion of that invoice by the Due Date.

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4. Term.

(a) This Contract or any Work Order hereunder, may be terminated in whole or in part by either party at any time, without cause, by giving written notice to the other party not less than thirty (30) days before the effective date of termination.

(b) Either party may terminate this Contract or any Work Order hereunder in whole or in part by written notice to the other on or at any time after the occurrence of any of the following events: (i) a material breach by the other party of an obligation under the Contract or any respective Work Order hereunder and, if the breach is capable of remedy, the defaulting party failing to remedy the breach within 30 days of receipt of notice of such breach; (ii) the other party becomes insolvent or goes into liquidation; (iii) the other party has a resolution passed or a petition presented for its winding-up or dissolution (other than for the purpose of a solvent amalgamation or reconstruction); (iv) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party; (v) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (vi) any event analogous to those set out in (ii) to (v) in any relevant jurisdiction.

(c) Deloitte Tax may terminate this Contract or any Work Order hereunder in whole or in part, with immediate effect upon written notice to the Client if Deloitte Tax determines that (i) a governmental, regulatory, or professional entity, or other entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Deloitte Tax’s performance of any part of the Contract illegal or otherwise unlawful or in conflict with independence or professional rules; or (ii) circumstances change (including, without limitation, changes in ownership of the Client or of its affiliates) so that Deloitte Tax’s performance of any part of the Contract would be illegal or otherwise unlawful or in conflict with independence or professional rules.

(d) Upon termination of the Contract or any Work Order hereunder for any reason, the Client will compensate Deloitte Tax in accordance with the terms of the Contract for the Services performed and expenses incurred through the effective date of termination.

(e) Termination of any part of the Contract shall not affect the remainder of the Contract. These General Business Terms shall continue to apply to any Work Order in force that has not itself been terminated in accordance with the provisions of Paragraphs 4(a), (b) or (c).

5. Ownership of Deloitte Property & Work Products.

(a) To the extent that any property (whether tangible or intangible) of any Deloitte Entity is used or developed in connection with this Contract, such property, including work papers, shall remain the property of the relevant Deloitte Entity. Subject to payment of all of Deloitte Tax’s fees due in connection with the Services and this Contract, the Client shall obtain a non-exclusive, non-transferable license to use any Advice for the purpose set out in the Contract (or in the Advice) and in compliance with the provisions of this Contract. Deloitte Tax shall have ownership (including, without limitation, copyright and other intellectual property ownership) of the Advice and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall ensure that it and its subsidiaries and/or affiliates do not assert or cause to be asserted against any Deloitte Entity any prohibition or restraint from so doing. Any intellectual property and other proprietary rights in the material and data provided by the Client for performing the Services shall remain the property of the Client.

(b) Deloitte Tax and its Subcontractors, in connection with performing the Services, may develop or acquire general experience, skills, knowledge and ideas. Any Deloitte Entity may use and disclose such experience, skills, knowledge and ideas subject to the obligations of confidentiality set out in Paragraph 10.

(c) The Client shall also be entitled to have access to and use of those Deloitte Technologies supplied solely for the purposes of receiving the Services, and for no other purposes, in accordance with and subject to the provisions of the licenses applicable to such Deloitte Technologies as notified by Deloitte Tax and agreed by the Client (acting reasonably). As between the Client and Deloitte Tax, and for the benefit of the respective Deloitte Entity owning the Deloitte Technologies, Deloitte Tax and/or the respective Deloitte Entity will own and retain ownership of all intellectual property rights and other proprietary rights of any kind in the Deloitte Technologies that are used or developed in connection with this Contract. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 50 of 188

(d) “Deloitte Technologies” means all know-how and software, system interfaces, templates, methodologies, ideas, concepts, techniques, tools, processes, and technologies, including web-based technologies and algorithms owned by, licensed to or developed by any Deloitte Entity and used by Deloitte Tax and its Subcontractors in performing the Services or its other obligations.

6. Limitations on Damages.

(a) Deloitte Tax, shall not be liable to the Client for any claims, liabilities, losses, damages, costs or expenses arising under or in connection with the Contract (“Claims”) for an aggregate amount in excess of the fees paid under the Contract, or the fees paid under a particular Work Order for Claims arising under such Work Order, by the Client to Deloitte Tax, for that part of the Services giving rise to the Claim except to the extent it is finally determined to have resulted primarily from the intentional fraud, intentional misconduct or bad faith of Deloitte Tax, any Deloitte Entity or any Subcontractor retained for providing the Services to the Client.

(b) In no event shall any Deloitte Entity (including Deloitte Tax and its Subcontractors) be liable whether in contract, tort or otherwise for any losses incurred as a result of loss of use, contracts, data, goodwill, revenues or profits (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense arising under or in connection with the Contract.

(c) In circumstances where all or any portion of the provisions of this Paragraph 6 are finally determined to be unavailable, the aggregate liability of Deloitte Tax, any other Deloitte Entity (including Subcontractors) and their respective personnel for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim.

(d) Deloitte Tax’s responsibility for the Services is solely toward the Client identified in the Contract or Advice to be entitled to rely on the Services, and not toward any other subsidiary or affiliate of the Client. If more than one Client subsidiary or affiliate is a party to the Contract or is identified in the Contract, Deloitte Tax’s responsibility is solely toward the Client for whose benefit the Services were provided.

(e) The liability cap in Paragraph 6(a) applies in aggregate to each and all Claims which from time to time arise under or in connection with the Contract and the Services, whether such Claims are made at the same or different times or by the Client entity and/or other persons. The liability cap in Paragraph 6(a) also applies to any and all Claims against any other Deloitte Entities, including the Subcontractors, if and only to the extent that it is judicially determined that any of them have any liability under or in connection with the Contract or the Services.

(f) If the liability exclusion for other Deloitte Entities provided in Paragraph 1(d) is for any reason not effective, then the limitations on liability provided for in this Paragraph 6 shall apply to the other Deloitte Entities (including Subcontractors) as if they were named therein.

(g) The provisions of Paragraph 6 shall not apply to any liability which by the governing law of the Contract is unlawful to limit or exclude.

7. Limitation on Warranties.

THIS IS A SERVICES AGREEMENT. DELOITTE TAX WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND WITH DUE PROFESSIONAL CARE AND SKILL. TO THE FULLEST EXTENT PERMITTED BY LAW, DELOITTE TAX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Force Majeure.

Neither party shall be liable for any delays or nonperformance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority.

9. Limitation on Actions. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 51 of 188

No action, regardless of form, relating to the Contract or the Services, may be brought by either party more than two years after the cause of action has accrued under applicable law, except that an action for non- payment of Deloitte Tax’s invoices by the Client may be brought at any time.

10. Confidentiality.

(a) To the extent that, in connection with the Contract, Deloitte Tax comes into possession of any tax or other information related to the Services, trade secrets or other proprietary information relating to the Client which is either designated by the disclosing party as confidential or is by its nature clearly confidential (“Confidential Information”), Deloitte Tax shall not disclose such Confidential Information to any third party without the Client’s consent. The Client hereby consents to Deloitte Tax disclosing such Confidential Information (i) to contractors providing administrative, infrastructure and other support services to Deloitte Tax as well as to any Deloitte Entity (including any Subcontractors) and their respective personnel, in any case, whether located within or outside of the United States, provided that such contractors and Subcontractors adhere to confidentiality obligations similar to those in this Paragraph 10; (ii) to legal advisors, auditors, and insurers; and (iii) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential or actual mediation, arbitration or litigation. The obligation of confidentiality shall not apply to the extent such Confidential Information (A) is or becomes publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of the default of Deloitte Tax; (B) becomes available to any Deloitte Entity on a non-confidential basis from a source other than the Client which Deloitte Tax reasonably believes is not prohibited from disclosing such Confidential Information to Deloitte Tax by an obligation of confidentiality to the Client; (C) is known by any Deloitte Entity prior to its receipt from the Client without any obligation of confidentiality; or (D) is developed by any Deloitte Entity independently of Confidential Information disclosed by the Client.

(b) The Client shall not disclose to any third party any Advice without the express written consent of Deloitte Tax, except (i) disclosure may be made to the extent mandatory laws, applicable regulations, rules and professional obligations prohibit limitations on disclosure; (ii) if the Client or its affiliates have securities registered with the United States Securities and Exchange Commission and any Deloitte Entity is the auditor of the Client or any of its affiliates, in which case no restrictions or limitations are placed by Deloitte Tax on the Client’s disclosure of the tax treatment or tax structure associated with the tax Services or transactions described in the Contract and the Client acknowledges that none of its other advisers has imposed or will impose restrictions or limitations with such tax treatment or tax structure; (iii) to the extent the United States Internal Revenue Code and applicable Internal Revenue Service guidance relating to confidential tax shelters (or comparable law or guidance from other taxing authorities in other jurisdictions) apply, in which case there are no restrictions or limitations on the disclosure of the tax treatment or tax structure; (iv) to the extent legislation or regulations of any jurisdiction provide for the reporting to the tax authorities of certain tax arrangements or transactions, there shall be no restrictions or limitations on the disclosure of any such arrangements or transactions provided as part of the Advice; (v) the Client may disclose the Advice on a need to know basis to any affiliate that is not a member of the Client for information purposes only, provided that the Client ensures and the recipient undertakes to keep such Advice confidential and not to bring any claim of any kind against any Deloitte Entity in relation to the Advice or the Services; and (vi) on a need to know basis to statutory auditors of the Client in their capacity as such.

(c) The Client shall use the Advice, solely for the purposes specified in the Contract or Advice and, without limitation, shall not, without the prior written consent of Deloitte Tax, use any Advice, in connection with any business decisions of any third party or for advertisement purposes. All Services are intended only for the benefit of the Client identified in the Contract or Advice as being entitled to rely on the Advice. The mere receipt of any Advice (or any information derived therefrom) by any other persons is not intended to create any duty of care, professional relationship or any present or future liability of any kind between those persons and Deloitte Tax.

11. Assignment.

Neither party may assign or otherwise transfer this Contract without the prior express written consent of the other, except that Deloitte Tax may assign any of its rights or obligations hereunder to any other Deloitte Entity and to any successor to its business. Neither party will directly or indirectly agree to assign or transfer to a third party any Claim against the other party arising out of this Contract.

12. Indemnification. 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 52 of 188

The Client shall indemnify and hold harmless Deloitte Tax, and any other Deloitte Entity from all third party Claims except to the extent finally determined to have resulted primarily from the intentional fraud, intentional misconduct or bad faith of Deloitte Tax, or any other Deloitte Entity. In circumstances where all or any portion of the provisions of this paragraph are finally determined to be unavailable, the aggregate liability of Deloitte Tax and all other Deloitte Entities (including their respective personnel) for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim.

13. Electronic Communications.

(a) Except as instructed otherwise in writing, Deloitte Entities and the Client are authorized to receive properly addressed fax, e-mail (including e-mails exchanged via Internet media) and voicemail communication for both sensitive and non-sensitive documents and other communications concerning this Contract, as well as other means of communication used or accepted by the other. Deloitte Entities may also communicate electronically with tax and other authorities.

(b) It is recognized that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of the internet or from access by any Deloitte Entity personnel to networks, applications, electronic data or other systems of the Client.

14. Other Clients.

Nothing in this Contract will prevent or restrict any Deloitte Entity, including Deloitte Tax, from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience or skills used in, gained or arising from performing the Services subject to the obligations of confidentiality set out in Paragraph 10 even if those other clients’ interests are in competition with the Client. Also, to the extent that Deloitte Tax possesses information obtained under an obligation of confidentiality to another client or other third party, Deloitte Tax is not obliged to disclose it to any member of the Client, or use it for the benefit of the Client, however relevant it may be to the Services.

15. Staff.

Deloitte Tax and the Client each agree not to directly or indirectly solicit, employ or engage any personnel of the other party who within six (6) months of such action has been involved directly with the provision of the Services or otherwise directly connected with this Contract, except where an individual responds directly to a general recruitment campaign.

16. Destruction of Working Papers.

Deloitte Tax may retain copies of documents and files provided by the Client in connection with the Services for purposes of compliance with professional standards and internal retention policies. Any documents and files retained by Deloitte Tax on completion of the Services (including documents legally belonging to the Client) may routinely be destroyed in accordance with Deloitte Entities’ policies applying from time to time.

17. Marketing Material & Use of Name.

Neither the Deloitte Entities nor the Client shall use the other’s name, trademarks, service marks, logos, and/or branding in external publicity material without such other party’s prior written consent.

18. Spreadsheets, Models and Tools.

In the course of providing the Services, Deloitte Tax may make reference to spreadsheets, models or tools (together “Models”) that the Client provides to Deloitte Tax or requests Deloitte Tax to rely upon (“Client Models”) or that Deloitte Tax otherwise uses in connection with the Services (“Deloitte Models”). All Models have limitations and may not produce valid results for all possible combinations of input data with the result that actual and potential errors are not detected. Unless otherwise expressly agreed in the Contract: (i) Deloitte Tax will not be responsible for reviewing, testing or detecting any errors in any Client Models; (ii) no Deloitte Model will be provided or treated as Advice; and (iii) where Deloitte Tax provides any Deloitte Model 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 53 of 188

by way of explanation or illustration of any Advice, Deloitte Tax makes no representation, warranty or undertaking (express or implied) of any kind about the accuracy, suitability or adequacy of any such Deloitte Model for the Client’s own needs.

19. Data Protection.

(a) Each party shall comply with its respective obligations under the applicable data protection laws to the extent that, in connection with the Contract and the Services, a party stores, processes and transfers any personal data to which data protection laws apply (“Personal Data”).

(b) The Client confirms that it has obtained all legally required authorizations to disclose and/or transfer any Personal Data to Deloitte Tax and its Subcontractors, including across borders and outside the territory of the European Economic Area (“EEA”).

(c) Deloitte Tax collects data directly from the Client, other Deloitte Entities, third parties and the data subject directly. Deloitte Tax may for purposes of the collection, use, storage or processing thereof, transfer the Client’s and/or the data subject’s Personal Data to: (i) an administrative contractor, including the use of cloud based solutions; (ii) another country for legitimate purposes; (iii) another Deloitte Entity.

(d) To the extent that Deloitte Tax processes Personal Data in or transferred from the EEA in its performance of the Services and to the extent that the EU General Data Protection Regulation 2016/679 (“GDPR”) applies to Deloitte Tax, the remainder of the provisions of this Paragraph 19 shall apply.

(e) In this Paragraph 19, “Data Protection Legislation” means GDPR, together with all other applicable legislation relating to privacy or data protection including any statute or statutory provision which amends, extends, consolidates or replaces the same. The terms “personal data,” “data subject,” “controller,” “processor” and “process” (and its derivatives) shall have the meanings given to them in the Data Protection Legislation.

(f) The parties acknowledge that certain of the Services may be performed by Deloitte Tax acting as a controller and certain Services may be performed by Deloitte Tax acting as a processor. The Contract shall identify whether it is the understanding of the parties that Deloitte Tax carries out the particular Services as a controller or a processor. In the absence of any such indication, the capacity in which Deloitte Tax acts shall be determined in accordance with the Data Protection Legislation. When acting as a controller, the provisions of Paragraphs 19(a) to (f) and Paragraph 19.1 shall apply. When acting as a processor, the provisions of Paragraphs 19(a) to (f) and Paragraph 19.2 shall apply. Where Deloitte Tax acts as a processor, the Contract shall set out the scope of the processing carried out by Deloitte Tax in relation to the Services.

19.1 If Deloitte Tax Is Acting As Data Controller (a) Each of the Client and Deloitte Tax shall be considered to be a controller in respect of Personal Data disclosed to Deloitte Tax by or on behalf of the Client and processed in connection with the Contract and the Services and each of the Client and Deloitte Tax shall comply with its obligations as a controller under the Data Protection Legislation in respect of Personal Data processed by it in connection with the Contract and the Services.

(b) In addition, the Client acknowledges that Deloitte Tax may process Personal Data as a controller for the purpose of, or in connection with the Services to comply with: (i) applicable legal, professional or regulatory requirements; (ii) requests and communications from competent authorities as permitted by law; and (iii) administrative, financial accounting, risk analysis, client relationship and other reasonable business purposes.

(c) The Client shall collect any necessary permission, provide any necessary notice and do all such other things as are required under the Data Protection Legislation in order for it to disclose Personal Data to Deloitte Tax for the purposes described in Paragraph 19.1(b) and such other purposes as may be described in the Contract.

(d) Deloitte Tax shall process the Personal Data as reasonably required to provide the Services, meet its legal or regulatory obligations or for its other reasonable business purposes (including quality control and administration) and may disclose Personal Data to any third parties including its Subcontractors, regulators and any party based in any jurisdiction including a jurisdiction outside the EEA provided that such disclosure is reasonably required in connection with such purposes and is at all times in compliance with the Data Protection Legislation that applies to Deloitte Tax in its performance of the Services.

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19.2 If Deloitte Tax Is Acting As Data Processor (a) Where Deloitte Tax may process Personal Data as a processor Deloitte Tax shall: (i) only process Personal Data: (A) to the extent necessary to provide the Services; (B) in accordance with the specific reasonable instructions of the Client (except to the extent, in the reasonable opinion of Deloitte Tax, such instructions infringe the Data Protection Legislation or other applicable law, in which case Deloitte Tax shall notify the Client); or (C) as required by any competent authority or law that applies to Deloitte Tax in its performance of the Services; (ii) implement appropriate technical and organizational measures designed to provide a level of security appropriate to the risk relating to its processing of the Personal Data and any security measures specified in the Contract; (iii) keep, and require that its employees and agents keep, Personal Data confidential in accordance with Deloitte Tax’s confidentiality obligations contained in Paragraph 10(a); (iv) notify the Client in writing without undue delay, and provide reasonable cooperation after becoming aware of a personal data breach (that is, a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data processed by Deloitte Tax) relating to Personal Data in Deloitte Tax’s possession or control; (v) provide reasonable cooperation and assistance to the Client in relation to any request by a data subject to have access to Personal Data held about them or in relation to a reasonable request, allegation or complaint by a competent authority or data subject, including notifying the Client in writing without undue delay of receipt of any such request (except to the extent prevented from doing so by applicable law); (vi) be entitled to recover any reasonable costs incurred in complying with Paragraph 19.2(a)(v) above, or as result of assisting the Client in meeting its obligations under the Data Protection Legislation; (vii) subject to applicable legal, professional or regulatory requirements or business practices, at the reasonable request of the Client, delete or return all Personal Data to the Client on termination or expiry of the Contract and in such circumstance the provisions of Paragraph 19.1 apply.

(b) To the extent required by Data Protection Legislation applicable to Deloitte Tax in its performance of the Services, Deloitte Tax shall maintain a record of its processing activities and provide such cooperation and information to the Client as is reasonably necessary for the Client to demonstrate compliance with its obligations pursuant to Data Protection Legislation. Such cooperation shall include permitting the Client, at the Client’s sole cost and expense, to audit Deloitte Tax’s compliance with this Paragraph 19.2 provided that (unless expressly required otherwise by any competent authority): (i) reasonable notice of not less than thirty (30) days is given of any proposed audit and the parties shall, acting reasonably, agree to the scope and parameters of any such audit; (ii) to the extent the audit scope is covered in any audit carried out for Deloitte Tax by an independent third party auditor within twelve (12) months prior to the Client’s audit request and there have been no material changes to the controls audited, Deloitte Tax may share the report to the extent relevant to the Client and the disclosure of such report shall be deemed to satisfy the audit request made by the Client; (iii) where, acting reasonably, a specific audit is still required by the Client, such audit shall be conducted during regular business hours, subject to Deloitte Tax’s policies and confidentiality requirements and may not unreasonably interfere with Deloitte Tax’s business activities; (iv) the audit shall be subject to Deloitte Tax’s duties of confidentiality owed to any of its clients, personnel or other parties; and (v) the rights granted in this Paragraph 19.2(b) may not be conducted more than once in any calendar year.

(c) The Client authorizes Deloitte Tax to use any Subcontractor, including any Deloitte Entity, to process Personal Data as a subprocessor of Deloitte Tax provided that Deloitte Tax shall (i) procure that such processing is subject to a written contract or other legal act with such subprocessor containing data protection obligations no less onerous than those set out in this Paragraph 19.2; and (ii) remain liable for the acts and omissions of any such subprocessor with respect to the processing of Personal Data to the same extent Deloitte Tax would be liable if it had caused such acts or omissions. Deloitte Tax’s material subprocessors who have been engaged to perform Services for Client, if any, are listed in the Contract.

(d) Deloitte Tax shall be entitled to (i) transfer Personal Data to, and (ii) process Personal Data in, any jurisdiction including a jurisdiction outside the EEA, including to any Subcontractor, provided that such transfer is either permissible or legitimized by a valid transfer mechanism under Data Protection Legislation or as otherwise permitted under the Contract.

20. Anti-corruption.

Deloitte Tax understands that the Client may be subject to laws that prohibit bribery and/or providing anything of value to government officials with the intent to influence that person’s actions in respect of the Client. Deloitte Tax may be subject to similar laws and codes of professional conduct and has its own internal policies and procedures which prohibit illegal or unethical behaviors. In providing the Services, Deloitte Tax undertakes not to offer, promise or give financial or other advantage to another person with the intention of inducing a

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person to perform improperly or to reward improper behavior for the benefit of the Client, in each case, in violation of applicable law.

21. Disclosure Laws.

The Deloitte Entities may be obligated to notify relevant authorities of certain types of arrangements and of proposals to implement such arrangements. The decision to make such a notification, its timing and content, is a matter that the Deloitte Entities reserve entirely to their sole discretion. The Deloitte Entities may also be obligated to notify those authorities of the participants in those arrangements. The Client may also have obligations under the same legislation to give notification of such arrangements. Where there are other current or future laws or regulations in any jurisdiction that require disclosure relevant to the Deloitte Entities Services, the Deloitte Entities will also comply with those disclosure requirements. For the avoidance of doubt nothing in this Contract restricts the Client from disclosing any Deliverables or other Advice to any relevant authority.

22. Counterparts and Language.

This Contract may be signed in any number of counterparts (whether such counterparts are original or fax or in the form of a pdf attachment to an e-mail). Each signed counterpart shall be deemed to be an original thereof, but all the counterparts shall together constitute one and the same instrument. Where there are versions of the Contract in the English language and another language, in the event of any discrepancies between versions, the English language version shall prevail.

23. Entire Agreement, Modification and Effectiveness.

Nothing discussed prior to execution of the Contract induced, nor forms part of, the Contract except to the extent repeated in this Contract. This Contract supersedes any previous agreement, understanding or communication, written or oral, relating to its subject matter. No variation to the Contract shall be effective unless it is documented in writing and signed by authorized representatives of both parties, provided, however, that the scope of the Services may be changed by agreement of the parties in writing, including by e-mail or fax. If Deloitte Tax has already started work (e.g., by gathering information, project planning or giving initial advice) at the request of the Client then the Client agrees that this Contract is effective from the start of such work.

24. Survival and Interpretation and Third-Party Beneficiary.

(a) Any provisions of the Contract which either expressly or by their nature extend beyond the expiration or termination of this Contract shall survive such expiration or termination.

(b) If any provision of the Contract is found by a court of competent jurisdiction or other competent authorities to be unenforceable, in whole or in part, such provision or the affected part shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein. Each of the provisions of the Contract or any Work Order shall apply to the fullest extent of the law, whether in contract, statute, tort (including without limitation negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy. Any references herein to the term “including” shall be deemed to be followed by “without limitation”.

(c) Deloitte Entities are intended third-party beneficiaries of the Contract. Each such Deloitte Entity may in its own right enforce such terms, agreements and undertakings.

25. Governing Law and Submission to Jurisdiction.

This Contract, and all matters relating to it (including non-contractual obligations) shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the choice of law principles thereof). Any action or proceeding arising out of or relating to this Contract or the Services shall be brought and maintained exclusively in New York County, the State of New York. Subject to Paragraph 26, the parties hereby expressly and irrevocably: (i) submit to the exclusive jurisdiction of such courts for the purposes of any such action or proceeding and (ii) waive, to the fullest extent permitted by law, any defense of inconvenient forum to the venue and maintenance of such action in any such courts. Nothing in this paragraph will prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy. DELOITTE TAX AND THE CLIENT HEREBY

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IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THE CONTRACT.

26. Dispute Resolution.

The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between senior management. If the matter is not resolved through negotiation, then either party may request that a good faith attempt is made to resolve the dispute or claim by participating in an Alternative Dispute Resolution (“ADR”) procedure. If the dispute or claim has not been resolved within sixty (60) days of a request being made for reference to ADR, then legal proceedings may be commenced in respect of the matter. Nothing in this paragraph prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy.

27. Third Parties and Internal Use.

Deloitte Tax acknowledges that Deloitte Tax has not placed any limitations on the Client’s disclosure of the tax treatment or tax structure associated with the tax services or transactions described in the Contract. Nothing in this paragraph shall be construed as limiting or restricting disclosure of the tax treatment or tax structure of the transaction as described in Rule 3501(c)(i) of PCAOB Release 2005-014, or IRC sections 6011 and 6111 and related IRS guidance. The Client acknowledges that none of its other advisors have imposed or will impose any conditions of confidentiality with respect to the tax treatment or tax structure associated with the tax services or transactions described in the Contract. All Services shall be solely for the Client’s informational purposes and internal use, and this engagement does not create privity between Deloitte Tax and any person or party other than the Client (“third party”). This engagement is not intended for the express or implied benefit of any third party. Unless otherwise agreed to in writing by Deloitte Tax, no third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports, or other Services of Deloitte Tax. In the event of any unauthorized reliance, the Client agrees to indemnify and hold harmless Deloitte Tax and its personnel from all third-party claims, liabilities, costs and expenses.

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Exhibit 2(b) (to Order)

2016-19 Tax Audit Work Order

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Century 21, Inc. Work Order

Work Order Number: MTS-001 Authorized Start Date: Upon Execution

This Work Order incorporates the terms and conditions of the engagement letter between Deloitte Tax LLP ("Deloitte Tax") Century 21, Inc., and its subsidiaries and/or affiliates, ("Client") dated February 27, 2020.

Description of Services: New York State Sales and Use Tax Audit

Deloitte Tax will assist and advise Client in connection with the New York sales and use tax examination for the period of December 01,2016 through November 30, 2019 ("audit period"), and other years, if requested, if New York expands the scope of its examination period. Deloitte Tax will make efforts in performing Services under this Work Order to assist Client in resolving the issues raised by New York. The Services available upon Client's request are expected to consist of the following:

• Examination Representation – represent Client before New York at meetings to include, but not limited to:

o Opening conference; o Monthly or quarterly status meetings; and o Closing conference.

• Examination Process – advise Client with respect to questions that arise from New York to include, but not limited to:

o Work with New York to seek to develop audit procedures that reduce demand on Client resources and sets commitments for audit process; o Seek to reduce the number Information Document Requests ("IDRs") and increase the specificity of the IDRs; o Assist Client with tracking IDRs and Notices of Proposed Adjustments during the examination process; and o Advise Client with respect to responses to IDRs and proposed adjustments raised by New York.

• Examination Closing – advise Client with respect to preparation prior to the closing conference to include, but not limited to:

o Assisting Client with calculating the tax effects of any proposed examination adjustments as well as modeling the tax effects of potential settlement scenarios; and o Participating in closing discussions with New York aimed at successful resolution of any remaining unagreed examination issues.

• Unagreed Examinations – advise Client regarding the development of a strategy for settlement in appeals, including preparing a protest of the contested items, opening and closing conferences, and any other scheduled meetings including alternative dispute resolution techniques.

To the extent required to perform the Services described above, Deloitte Tax will prepare the appropriate power of attorney form ("Power of Attorney") for Client to execute and acknowledge Deloitte Tax's ability to communicate with New York regarding Client's tax matters. Any such Power of Attorney will be limited to allowing Deloitte Tax to communicate with New York on behalf of Client and will not authorize Deloitte Tax to execute agreements, extend a statute of limitation, receive 20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 61 of 188 Century 21, Inc. Work Order refunds, make payments, become liable for taxes or make any management decisions on behalf of Client.

Notwithstanding anything to the contrary herein, Deloitte Tax shall have no obligation to assist (and will not assist or participate) with representation of Client in a public forum, court of law, or similar tribunal that might impair Deloitte & Touche LLP or an affiliate’s independence with respect to Client or its affiliates. The Services performed by Deloitte Tax will not include any work as a testifying expert or work to be reviewed by a testifying expert that might impair Deloitte & Touche LLP or an affiliate’s independence with respect to Client or its affiliates. Deloitte Tax will not perform legal services and will not directly or indirectly serve as advocates for various interpretations of the law or regulations in negotiations or proceedings before any nontax governmental agencies.

Estimated Timing for Services, and Deliverables (if any):

Deloitte Tax is prepared to begin the services under this Work Order upon signature.

Fees and Expenses (if different from the provisions stated in the Engagement Letter):

Deloitte Tax fees for Services will be based on the amount of professional time required and our agreed-upon hourly rates, as follows:

Level Rates Partner/Principal/Managing Director $855 Senior Manager $765 Manager $650 Senior Consultant $540 Consultant $435

Hourly rates for our Washington National Tax specialists may exceed the hourly rates for our local office professionals.

Deloitte Tax will also bill (i) reasonable out-of-pocket expenses and (ii) an allocation of estimated administrative and technology costs incurred (e.g., tax technology, research materials, etc.) equal to five (5) percent of professional fees. Reasonable out-of-pocket expenses incurred, and allocated costs are reflected as additional amounts on the bills. Deloitte Tax will bill for the Services as incurred. The fees and expenses are not dependent upon the findings or results of the Services or the ultimate resolution of any items with the tax authorities, nor are those amounts contingent or refundable.

Client Responsibilities:

Client will be available to provide all documents, as requested, for the New York Sales and Use tax Audit.

Client agrees and acknowledges that the Services may include advice and recommendations, and that Deloitte Tax shall have no responsibility for decision making and the implementation of such advice and recommendations. Client shall be solely responsible for, among other things: (a) making all management decisions and performing all management functions; (b) designating a competent member of management to oversee Deloitte Tax's services hereunder; (c) evaluating on behalf of the Client the adequacy and results of such services; (d) accepting responsibility for the results of such services; and (e) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.

Other Terms (if applicable):

CONSENT FOR DISCLOSURE AND USE OF TAX RETURN INFORMATION

Client authorizes that any and all information (i) furnished to Deloitte Tax for or in connection with the Services under this Work Order, (ii) derived or generated by Deloitte Tax from the information

20-12097-scc Doc 687 Filed 02/24/21 Entered 02/24/21 16:16:12 Main Document Pg 62 of 188 Century 21, Inc. Work Order described in (i) above, or (iii) associated with prior years’ tax return information in the possession of Deloitte Tax may, for a period of up to eight (8) years from the end of the tax year to which the information relates, be disclosed to and considered and used by any Deloitte Tax affiliate, related entity (or its affiliate) or subcontractor, in each case, whether located within or outside the United States, engaged directly or indirectly in providing Services under this Work Order, tax planning or preparation of tax returns, audited financial statements, or other financial statements or financial information as required by a government authority, municipality or regulatory body. Disclosures under this paragraph may consist of all information contained in Client’s tax returns; if Client wishes to request a more limited disclosure of tax return information, Client must inform Deloitte Tax. Client acknowledges that Client’s tax return information may be disclosed to Deloitte Tax affiliates, related entities (or their affiliates) or subcontractors located outside of the United States.

Your signature constitutes Client’s consent to disclosure and use of Client's tax return information in the manner described above.

Century 21, Inc., on behalf of itself and its Deloitte Tax LLP subsidiaries and/or affiliates

By: ______By: ______Ezra Sultan Norman R. Veit, Jr Philip Lee Tax Managing Director Title: Chief Financial Officer & Chief Information Officer Date: ______Date: ______12/29/2020 Address: 2 Jericho Plaza, Address: ______22 Courtlandt St Jericho, NY 11753 ______New York, NY

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Exhibit 2(c) (to Order)

2014-19 Tax Audit Work Order

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Exhibit B

Lee Declaration

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

------x : In re : Chapter 11 : CENTURY 21 DEPARTMENT STORES : Case No. 20-12097 (SCC) LLC, et al., : Debtors.1 : (Jointly Administered) : ------x

DECLARATION OF PHILIP B. LEE IN SUPPORT OF THE APPLICATION OF DEBTORS FOR AUTHORITY TO RETAIN DELOITTE TAX LLP AS TAX ADVISORY SERVICES PROVIDER FOR THE DEBTORS EFFECTIVE AS OF JANUARY 11, 2021

I, Philip B. Lee, under penalty of perjury, declares as follows:

1. I am a managing director of the firm of Deloitte Tax LLP (“Deloitte Tax”),

which has an office at 2 Jericho Plaza, Jericho, NY 11753. I am duly authorized to make and submit this declaration (the “Declaration”) on behalf of Deloitte Tax as tax advisory services

provider for Century 21 Department Stores LLC and its debtor affiliates, as debtors and debtors in

possession in the above-captioned chapter 11 cases (collectively, the “Debtors”) in support of the

Application of Debtors for Authority to Retain Deloitte Tax LLP as Tax Advisory Services Provider

Effective as of January 11, 2021 (the “Application”).2

2. The Debtors seek to retain Deloitte Tax pursuant to the terms and conditions

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are Century 21 Department Stores LLC (4073), L.I. 2000, Inc. (9619), C21 Department Stores Holdings LLC (8952), Giftco 21 LLC (0347), Century 21 Fulton LLC (4536), C21 Philadelphia LLC (2106), Century 21 Department Stores of New Jersey, L.L.C. (1705), Century 21 Gardens of Jersey, LLC (9882), C21 Sawgrass Blue, LLC (8286), C21 GA Blue LLC (5776), and Century Paramus Realty LLC (5033). The Debtors’ principal place of business is: 22 Cortlandt Street, 5th Floor, New York, NY 10007.

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application.

1

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set forth in: (i) that certain engagement letter, dated January 25, 2018, between Deloitte Tax, on

the one hand, and Century 21, Inc., a non-debtor affiliate of the Debtors (“Century 21”), and its

affiliates, which include the Debtors, on the other hand, to provide tax advisory services during the period from January 1, 2018 through December 31, 2019 (the “2018 Tax Advisory

Engagement Letter”); (ii) that certain work order, dated August 2, 2019, and entered into pursuant

to the 2018 Tax Advisory Engagement Letter, to provide tax advisory services in connection with

a New York sales and use tax examination of Century 21 Department Stores LLC, a Debtor, for

the period from December 1, 2015 through May 31, 2018 (the “2015-18 Tax Audit Work

Order”); (iii) that certain engagement letter, dated February 27, 2020, between Deloitte Tax, on

the one hand, and Century 21 and its affiliates, which include the Debtors, on the other hand, to

provide tax advisory services during the period from January 1, 2020 through December 31, 2021

(the “2020 Tax Advisory Engagement Letter”); (iv) that certain work order, dated December 29,

2020, and entered into pursuant to the 2020 Tax Advisory Engagement Letter, to provide tax

advisory services in connection with a New York sales and use tax examination of L.I. 2000, Inc.,

a Debtor, for the period from December 1, 2016 through November 30, 2019 (the “2016-19 Tax

Audit Work Order”); and (v) that certain work order, dated February 16, 2021, and entered into pursuant to the 2020 Tax Advisory Engagement Letter, to provide tax advisory services in connection with a Pennsylvania sales and use tax examination of C21 Philadelphia LLC, a Debtor, for the period of January 1, 2014 through June 30, 2019 (the “2014-19 Tax Audit Work Order” and, together with the 2018 Tax Advisory Engagement Letter, the 2015-18 Tax Audit Work Order, the 2020 Tax Advisory Engagement Letter and the 2016-19 Tax Audit Work Order, the

“Engagement Agreements”). Copies of the Engagement Agreements are attached to the

Application as Exhibits 1(a), 1(b), 2(a), 2(b), and 2(c) to the proposed order, respectively.

2

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3. The statements set forth in this Declaration are based upon my personal

knowledge, information and belief, and/or client matter records kept in the ordinary course of

business that were reviewed by me or other personnel of Deloitte Tax or its affiliates.

Deloitte Tax’s Qualifications

4. Deloitte Tax is a tax services firm with offices across the United States.

Deloitte Tax has significant experience performing tax services and has performed such services

in large and complex chapter 11 cases on behalf of debtors throughout the United States. Such

experience renders Deloitte Tax well-qualified and able to provide services to the Debtors during

the pendency of these chapter 11 cases in a cost-effective, efficient, and timely manner. Deloitte

Tax’s services fulfill an important need and are not provided by any of the Debtors’ other professionals.

5. In addition, since at least 1995, Deloitte Tax has provided various tax- related professional services to the Debtors. In providing such prepetition professional services to the Debtors, Deloitte Tax has become familiar with the Debtors and their financial affairs, debt structure, business operations, and related matters. Having worked with the Debtors’ management,

Deloitte Tax has developed relevant experience and knowledge regarding the Debtors that will assist it in providing effective and efficient services during the chapter 11 cases. Accordingly,

Deloitte Tax is both well-qualified and able to provide the services for the Debtors during the chapter 11 cases in an efficient and timely manner.

Disinterestedness

A. Additional Background Information Related to Deloitte Tax.

6. Deloitte Touche Tohmatsu Limited (“DTTL”) is a UK private company

limited by guarantee. DTTL itself does not provide services to clients. Each of the member firms of DTTL (each, a “DTTL Member Firm”) is a legally separate and distinct entity. The DTTL 3

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Member Firms are primarily organized on an individual country or regional basis, and operate

within the legal and regulatory framework of their particular jurisdiction(s). The DTTL Member

Firm structure reflects the fact that the DTTL Member Firms are not affiliates, subsidiaries, or

branch offices of each other or of a global parent. Rather, they are separate and independent firms

that have come together to practice under a common brand and shared methodologies, client

service standards, and other professional protocols and guidelines. DTTL Member Firm partners

and/or principals are generally the sole owners of their respective DTTL Member Firms. There is

no overlap with respect to a partner’s or principal’s ownership in its respective DTTL Member

Firm and any other DTTL Member Firm. Profits are not shared between or among the DTTL

Member Firms.

7. In the United States, Deloitte LLP is a DTTL Member Firm. Like DTTL,

Deloitte LLP does not provide services to clients. Rather, Deloitte LLP has operating affiliates

that perform services for clients, including Deloitte Tax, Deloitte & Touche LLP (“Deloitte &

Touche”), Deloitte Consulting LLP (“Deloitte Consulting”), Deloitte Financial Advisory

Services LLP, and Deloitte Transactions and Business Analytics LLP (Deloitte LLP and each of

the foregoing, and together with their respective direct and indirect subsidiaries, the “Deloitte U.S.

Entities”). The partners and/or principals of each operating affiliate of Deloitte LLP are owners

of their respective affiliate along with, directly or indirectly, Deloitte LLP. Generally, each

affiliate’s respective partners and principals are also partners and principals, as applicable, of

Deloitte LLP.

B. Conflicts Check Process, Generally.

8. As described below, for the most part, the conflicts searches conducted by

Deloitte Tax involve checking client and other databases of the Deloitte U.S. Entities. Given the

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separateness of the various DTTL Member Firm as described above, the Deloitte U.S. Entities do

not have the capability to directly check the client or other databases of any of the non-U.S. DTTL

Member Firms or their respective affiliates or subsidiaries. However, notwithstanding the

separateness of the DTTL Member Firms, as described below, the Deloitte U.S. Entities’ checking

procedures in bankruptcy cases do result in the gathering of certain information related to the

DTTL Member Firms.

9. When any of Deloitte LLP’s operating affiliates, such as Deloitte Tax, is to

be the subject of an application to be retained in a chapter 11 case, a process commences regarding

checking connections to the debtor, its affiliates and the debtor’s parties in interest (as provided by the Debtors). With the assistance of the Deloitte U.S. Entities’ conflicts team (the “Conflicts

Team”), a series of conflicts checking procedures are undertaken, including checking a number of

Deloitte U.S. Entities’ databases for their connections. Additionally, the Conflicts Team performs

procedures to identify certain relationships of other DTTL Member Firms, as described below:

a. With respect to the Debtor and Debtor affiliates, the Conflicts Team will:

i. Initiate cross border check requests to the DTTL Member Firm(s) where the Debtor or Debtor affiliate is domiciled (i.e., the country of incorporation or the entity’s headquarters, as the case may be) based upon information provided by the debtors and research by the Conflicts Team of publicly available information. The DTTL Member Firm(s) will then search applicable local databases to identify client or non-client relationships in their jurisdiction (such as lender, vendors, business relationship entities, or third parties associated with a client engagement);

ii. Perform a search of the cross border conflict check requests the Conflicts Team has previously received from other DTTL Member Firms, which are submitted when a DTTL Member Firm seeks to commence an engagement with or involving a U.S. entity.3 This search is conducted to identify whether those prospective engagements involved the Debtor or its affiliates domiciled in the

3 These cross border conflict check requests are pursuant to a policy adopted by DTTL Member Firms.

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U.S. as the engaging client or non-client relationship (such as business relationship entities or third parties associated with a client engagement); and

iii. Perform a search of the database system associated with audit and other related independence requirements (the “Independence Database”) to identify possible connections with Debtor and Debtor affiliates with respect to whom such requirements are actually or potentially implicated. Each DTTL Member Firm is required to input its respective audit and attest clients into the Independence Database, and all DTTL Member Firms have access to the Independence Database.4 Each entity in the Independence Database has a designated partner who is responsible for approving and monitoring services for entities included in its corporate tree. The Independence Database includes audit and attest clients of the various DTTL Member Firms, as well as certain other non-clients thereof.

b. With respect to the Debtor’s parties in interest, the Conflicts Team will:

i. Perform a search of the cross border conflict check requests the Conflicts Team has previously received from other DTTL Member Firms (described above) to identify whether those prospective engagements involved a U.S.-domiciled party in interest as a direct attest or litigation client or business relationship entity; and

ii. Perform a search of the Independence Database to determine whether a party in interest is identified therein.

10. Based upon the foregoing, it is my understanding that the overall design and implementation of Deloitte U.S. Entities’ current procedures provide a reasonable level of comfort that relationships and potential conflicts related to a debtor will be identified.

C. Disinterestedness of Deloitte Tax.

11. Subject to the foregoing, to the best of my information, knowledge, and belief based on reasonable inquiry: (a) neither I, Deloitte Tax, nor any partner, principal, or managing director of Deloitte Tax that is anticipated to provide the services for which Deloitte Tax

4 Inputting audit and attest clients into the Independence Database is a policy followed by DTTL Member Firms so that such relationships are tracked in connection with such firms’ independence requirements.

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is to be retained (the “Engagement Partners/Principals/Managing Directors”) holds any interest adverse to the Debtors; and (b) Deloitte Tax has no relationship to the Debtors, their significant creditors, certain other significant parties-in-interest, or to the attorneys that are known to be assisting the Debtors in the chapter 11 cases, except as stated herein or in any attachment hereto.

12. In connection with Deloitte Tax’s retention by the Debtors in these chapter

11 cases, Deloitte Tax undertook searches to determine, and to disclose, whether it or its affiliates is or has been employed by or has other relationships with the Debtors or their affiliates, subsidiaries, directors, or officers, or any of the Debtors’ significant creditors, customers, equity security holders, professionals, or other entities with significant relationships with the Debtors (the

“Potential Parties-in-Interest”), whose specific names were provided to Deloitte Tax by the

Debtors, listed on Schedule 1 attached hereto. To check upon and disclose possible relationships

with significant Potential Parties-in-Interest in these chapter 11 cases, Deloitte Tax researched its client databases and performed reasonable due diligence to determine whether it or its affiliates had any relationships with the Debtors or the significant Potential Parties-in-Interest.

13. With respect to Deloitte Tax’s conflicts checks conducted in these cases, if a database query identified a potential connection between a Potential Party-in-Interest and a

Deloitte U.S. Entity or DTTL Member Firm, an email was sent to certain of the Deloitte U.S.

Entity’s and/or DTTL Member Firm’s individuals, as applicable, associated with such Potential

Party-in-Interest to confirm whether or not the relationship with such Potential Party-in-Interest related or currently relates to the Debtors’ chapter 11 cases. Responses to these emails were consolidated and subsequently reviewed. As stated in this Declaration, these processes result in

the disclosures that are set forth herein, including the disclosure of certain connections with

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Potential Parties-in-Interest that do not relate to the Debtors’ chapter 11 cases. The identified potential connections to the Potential Parties-in-Interest are included on Schedule 2 appended

hereto, and such connections do not relate to the chapter 11 cases.

14. Deloitte Tax and its affiliates have relationships with thousands of clients, some of which may be creditors of the Debtors or other Potential Parties-in-Interest. Accordingly,

Deloitte Tax and/or its affiliates have had, currently have and/or may have in the future banking or other relationships with such parties, or provided, may currently provide, and/or may provide in the future professional services to certain of these parties in matters unrelated to the chapter 11 cases. From time to time, Deloitte Tax and its affiliates have provided or may currently provide services, and likely will continue to provide services, to certain creditors of the Debtors and various

other parties potentially adverse to the Debtors in matters unrelated to the chapter 11 cases, except

as set forth herein or in the attachments hereto. Additionally, certain significant Potential Parties-

in-Interest have or may have provided goods or services, may currently provide goods or services, and/or may in the future provide goods or services to Deloitte Tax and/or its affiliates and the

Engagement Partners/Principals/Managing Directors in matters unrelated to the chapter 11 cases.

A listing of such parties is attached to this Declaration as Schedule 2.

15. Deloitte Tax believes that the relationships described herein or reflected on

Schedule 2 have no bearing on the services for which Deloitte Tax’s retention is being sought by

the Debtors in the chapter 11 cases. Furthermore, such relationships do not impair Deloitte Tax’s

disinterestedness, and Deloitte Tax does not represent an adverse interest in connection with the

chapter 11 cases.

16. Despite the efforts described above to identify and disclose Deloitte Tax’s

connections with the significant Potential Parties-in-Interest in the chapter 11 cases, because

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Deloitte Tax is a nationwide firm with many personnel, Deloitte Tax is unable to state with

certainty that every client relationship or other connection has been disclosed. In this regard, if

Deloitte Tax discovers additional material information that it determines requires disclosure, it will

file a supplemental disclosure promptly with the Court.

17. To the best of my knowledge, based on the internal search discussed above,

Deloitte Tax has determined that certain relationships should be disclosed as follows:

a. Deloitte Tax has provided services to certain of the Debtors’ non-debtor affiliates in matters unrelated to these chapter 11 cases.

b. Deloitte Tax and/or its affiliates provide services in matters unrelated to the chapter 11 cases to certain of the Debtors’ largest unsecured creditors and other Potential Parties-in-Interest or their affiliates listed on Schedule 2.

c. Law firms identified on Schedule 2, including Baker & Hostetler LLP; Epstein Becker & Green P.C.; Foley Hoag LLP; Kirkland & Ellis LLP; Littler Mendelson P.C.; Morrison Cohen LLP; Proskauer Rose LLP; Saul Ewing Arnstein & Lehr LLP; and Sills Cummis & Gross P.C., have provided, currently provide and may in the future provide legal services to Deloitte Tax or its affiliates in matters unrelated to the chapter 11 cases, and/or Deloitte Tax or its affiliates have provided, currently provide and may in the future provide services to such firms or their clients.

d. In the ordinary course of its business, Deloitte Tax and its affiliates have business relationships in unrelated matters with its principal competitors, which together with their affiliates may be Potential Parties-in-Interest in the chapter 11 cases. For example, from time to time, Deloitte Tax and one or more of such entities may work on assignments for the same client or may otherwise engage each other for various purposes.

e. Certain financial institutions or their respective affiliates (including Allianz, American Express, Bank of America, BB&T, JP Morgan Chase, Keybank, Wells Fargo and WinTrust ) listed on Schedule 2 (i) are lenders to an affiliate of Deloitte Tax (Deloitte Tax is a guarantor of such indebtedness) and/or (ii) have financed a portion of the capital and/or capital loan requirements of various partners and principals, respectively, of Deloitte Tax and its affiliates. In addition, certain institutions or their respective affiliates, including JP Morgan Chase and Wells Fargo, provide asset management services for, and/or have a similar role with respect to investments of, certain pension, benefit and similar funds sponsored by affiliates of Deloitte Tax.

f. Certain Potential Parties-in-Interest may be adverse to and/or involved in

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litigation matters with Deloitte Tax or its affiliates in connection with matters unrelated to these chapter 11 cases.

g. Deloitte & Touche has provided and continues to provide audit services to certain Potential Parties-in-Interest and/or their affiliates in matters unrelated to these chapter 11 cases. In its capacity as independent auditor, Deloitte & Touche also provides such clients with ordinary course accounting advice and conducts typical audit procedures that may arise from such Potential Parties-in- Interest’s business arrangements with the Debtors.

h. It is likely that personnel of Deloitte Tax and/or its affiliates, including personnel who may be performing services for the Debtors, have ordinary course consumer relationships with the Debtors, including by being (i) participants in certain customer programs of the Debtors (including refund and exchange programs, credit card programs, customer rewards programs, charity donation programs, and other customer-related sales promotions and programs) and (ii) the beneficiaries of various arrangements as a result of selecting certain purchases and/or consumer options from the Debtors. Deloitte Tax has not conducted research into the status of its or its affiliates’ personnel as customers of the Debtors or their participation in these ordinary course customer programs.

i. Deloitte Consulting and certain of its affiliates have provided and will continue to provide services to the Executive Office of the United States Trustee in matters unrelated to these chapter 11 cases.

18. Furthermore, through reasonable inquiry, I do not believe there is any

connection between the personnel of Deloitte Tax or its affiliates who are anticipated to provide services to the Debtors and the United States Bankruptcy Judge presiding in the chapter 11 cases,

the U.S. Trustee for Region 2, the Assistant United States Trustee for the Southern District of New

York, and the attorney therefor assigned to the chapter 11 cases.

19. Except as may be disclosed herein, to the best of my knowledge,

information, and belief, Deloitte Tax and the Engagement Partners/Principals/Managing Directors

do not hold or represent any interest adverse to the Debtors, and I believe that Deloitte Tax is a

“disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code.

Scope of Services

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20. As set forth more fully in the Engagement Agreements, Deloitte Tax has

agreed to provide professional services for the Debtors in accordance with the terms and conditions

set forth in the Engagement Agreements, and as requested by the Debtors and agreed to by Deloitte

Tax, as follows:

a) 2015-18 Tax Audit Work Order and 2016-2019 Tax Audit Work Order. Pursuant to the terms and conditions of each of (i) the 2015-18 Tax Audit Work Order and the 2018 Tax Advisory Engagement Letter under which such work order was issued and (ii) the 2016-19 Tax Audit Work Order and the 2020 Tax Advisory Engagement Letter under which such work order was issued, Deloitte Tax will assist and advise the applicable Debtor in connection with a New York sales and use tax examination for the period from December 1, 2015 through May 31, 2018 and December 1, 2016 through November 30, 2019, respectively, and other years, as requested, if New York State expands the scope of its examination period.

b) 2014-19 Tax Audit Work Order. Pursuant to the terms and conditions of the 2014-19 Tax Audit Work and the 2020 Tax Advisory Engagement Letter under which such work order was issued, Deloitte Tax will assist and advise C21 Philadelphia LLC, a Debtor, in connection with a Pennsylvania sales and use tax examination for the period from January 1, 2014 through June 30, 2019, and other years, as requested, if Pennsylvania expands the scope of its examination period.

c) 2020 Tax Advisory Engagement Letter. Pursuant to the terms and conditions of the 2020 Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services for the Debtors on federal, foreign, state and local tax matters on an as-requested basis during the period from January 1, 2020 through December 31, 2021.

21. Deloitte Tax respectfully requests that its retention be made effective as of

January 11, 2021 so that Deloitte Tax may be compensated for the professional services it has provided before the Application is heard by the Court. Deloitte Tax has provided services to the

Debtors in advance of approval of this Application in anticipation that its retention would be approved effective as of January 11, 2021. Deloitte Tax submits that these circumstances are of a nature warranting retroactive approval.

Professional Compensation

22. Deloitte Tax’s retention by the Debtors is conditioned upon its ability to be

retained in accordance with its terms and conditions of employment, including the proposed

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compensation arrangements set forth in the Engagement Agreements.

23. Pursuant to the terms of each of the Engagement Agreements, Deloitte Tax

will bill the Debtors fees that are based on the amount of professional time required and the

experience level of the professionals involved. Deloitte Tax will charge the Debtors the following

hourly rates for services rendered pursuant to each of Engagement Agreements:

Professional Level Hourly Rates Partner / Principal /Managing Director $855 Senior Manager $765 Manager $650 Senior $540 Associate $435

24. Hourly rates are revised periodically in the ordinary course of Deloitte Tax’s

business. Deloitte Tax shall advise the Debtors of any new rates should it institute a rate-change

during the chapter 11 cases. Such changes will be noted on the invoices for the first time period

in which a revised rate becomes effective.

25. In addition to the fees set forth above, actual, reasonable and necessary

expenses, including travel, report production, delivery services, and other expenses incurred in

providing Deloitte Tax’s services will be included in the total amount billed.

26. Deloitte Tax intends to file interim and final fee applications for the allowance of compensation for the services rendered and reimbursement of expenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, and any applicable orders of the Court, including the order granting this application (to the extent compliance is not waived), and/or any guidelines issued by the Office of the U.S. Trustee.

27. Deloitte Tax will maintain records in support of any fees incurred in connection with the services it performs in these chapter 11 cases by category and nature of the

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services rendered, and will provide reasonably detailed descriptions of those services rendered on

behalf of the Debtors, the time expended in provided those services, and the individuals who provided professional services for the Debtors. Deloitte Tax will present such records to the Court in its fee applications to the Court. Deloitte Tax requests that the invoices, after appropriate review, be paid in a manner consistent with the payment of other retained professionals in this matter, consistent with any administrative orders, if any, that would apply to interim payments. I understand that all payments rendered pursuant to Deloitte Tax’s retention by the Debtors must be approved by an order of this Court and based upon the filing by Deloitte Tax of appropriate interim and final applications for allowance of compensation and reimbursement of expenses.

28. As noted above, prior to the Petition Date, Deloitte Tax provided professional services to the Debtors. In the ninety (90) days prior to the Petition Date, the Debtors did not pay Deloitte Tax any amounts for services performed and/or to be performed. As of the

Petition Date, approximately $42,000 was outstanding with respect to the invoices issued by

Deloitte Tax prior to such date. Subject to entry of an order approving the Application, Deloitte

Tax will not seek any recovery with respect to this amount.

29. Some services incidental to the tasks to be performed by Deloitte Tax in these chapter 11 cases may be performed by personnel now employed by or associated with affiliates of Deloitte Tax, such as Deloitte Financial Advisory Services LLP, Deloitte Transactions and Business Analytics LLP, Deloitte & Touche, and Deloitte Consulting, or their respective subsidiaries, including subsidiaries located outside of the United States.

30. Deloitte Tax has received no promises regarding compensation in the chapter 11 cases other than in accordance with the Bankruptcy Code and as set forth in this

Declaration. Deloitte Tax has no agreement with any nonaffiliated or unrelated entity to share any

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compensation earned in the chapter 11 cases.

Efforts to Avoid Duplication of Services

31. The services performed by Deloitte Tax will not unnecessarily duplicate or

overlap with the other services performed by the Debtors’ other retained professionals. Deloitte

Tax understands that the Debtors have retained and may retain additional professionals during the term of the Engagement Agreements, and Deloitte Tax agrees to work cooperatively with the

Debtors to avoid unnecessary duplication of services.

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

Dated: February 23, 2021

Philip B. Lee Managing Director Deloitte Tax LLP

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Schedule 1

Potential Parties-in-Interest List

0039 ITALY 1 MODEL MANAGEMENT, LLC. 1 NORTH PARK, LLC 1 STATE 1 VOICE 1060 SHERMAN 173 BWAY BLUE LLC 1822 DENIM 19RM LTD 2 BOYS LAUNDROMAT 2.7 AUGUST APPAREL INC 21 MAIN CORPORATION 2112 SRL 212 BIZ LLC DBA LEVINAS 212 DOWNTOWN CATERING 213 INDUSTRY, INC. 21ST CENTURY BRANDS LTD. 24/7 INTERNATIONAL 262 MOTT BLUE TIC LLC 28 NEWBURY JSRE TIC LLC 2K BY GINGHAM 2SHIRTS AGO 2XIST ACTIVE 3 POMMES 3 RIGHTS NY 3 SPROUTS 3.1 PHILLIP LIM 3070352 CANADA INC. 315 SEVENTH RETAIL LLC 360 SWEATER 37 ORCHARD GROUP LLC 3B INTERNATIONAL 3E TRADING LLC. 4 YOU 438-87TH STREET CO. 444 86 BLUE LLC 448-86TH STREET REALTY CO 47 BRAND LLC 5 STAR GIRLS 5 STAR GIRLS APPAREL LLC 5M USA, INC.

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66 PEARL RETAIL II, LLC 66 PEARL RETAIL ISG, LLC 66 PEARL RETAIL, LLC 7 FOR ALL MANKIND DELTA Q4 71 PORIMEIRI 77 WARREN LLC 8 OAK LANE 801-GALLERY C-3 MT, LP 86 BLUE LLC 90 DEGREES REFLEX PERFORMANCE A & L CESSPOOL SERVICE CO A & V DENIM A CLASSIC TIME WATCH CO. INC A M EXCLUSIVE BUS. MACHIN A&S APPAREL A. TESTONI A.D.C/ACRYLIC DESIGN COMPANY A17 INC. A3 APPAREL AAA BATH FASHIONS AAA FIRE & SECURITY, INC. AAC CROSS COUNTY MALL LLC AARON CAPRETTA ABACO ABADI GROUP, LLC ABASI ROSBOROUGH LLC ABC IMAGING OF WASHINGTON ABCO SYSTEMS INC. ABE'S LIMO AND CAB SERVICE ABF FREIGHT SYSTEM INC. ABLE USA ABOUT FACE DESIGNS ABOUT TIME, INC. ABS FOOTWEAR ABSORBA ACCESS CAPITAL ACCESS NETWORK ACCESSORIES EXCHANGE ACCESSORY MYXX LLC ACCESSORY NETWORK GROUP ACCESSORY STREET, LLC. ACCESSORY ZONE ACCORD BUSINESS CREDIT ACCORD FINANCIAL LTD ACCORD FINANCIAL, INC.

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ACCUTIME WATCH CORP ACE AMERICAN ACEI DIGITAL ACHIM IMPORTS INC. ACLER ACME MCCRARY CORP ACRO DISPLAY, INC. ACRYLIC DESIGN ADC BLUE LLC ADDICTED BEAUTY LLC ADELE PINTO ADELINGTON DESIGN GROUP, INC. ADEMARK PRODUCTS, INC. ADENA GOLDIS ADIDAS AG ADIDAS AMERICA INC. ADIDAS SWIM ADIDAS/AGRON ADINA REYTER ADNAN RAMIC ADRIENNE VITTADINI ADT SECURITY SERVICES, IN ADTN INTERNATIONAL AE/I TOUCH AERO AG HOLDINGS, LLC AEROSOLES AESHA HENRY AETNA AF WHITE CLOTHING MANUFACTURER AFCO CREDIT CORPORATION AFFORDABLE LUXURY GROUP AFTER MARKET AG ADRIANO GOLDSCHMIED, INC. AG KIDS AGE OF WISDOM AGRON, INC. AHAVA N.A. LLC. AHQ LLC AIMEE BARYCHKO PHOTOGRAPHY AIMEE KESTENBERG AIWA AMERICA INC. AJG APPAREL INC. AKRIS NYC ALAN BURCHFIELD

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ALAN KILMAN SALES, INC. ALAN SHREM ALASHAN CAHSMERE COMPANY ALAUSA ABUBAKAR ALBA ESPINAL ALBEE DEVELOPMENT ALBERT A. BIANCO ALBISETTI C/O MEACCI ALDRICH STORES CORP. ALEKSANDER PRENGA ALEKSANDER SIRADEKIAN ALEN CORPORATION ALEXA BOTHWELL ALEXIA ADMOR ALEXIS SALISBURY ALFAY DESIGNS, INC. ALFRED MARIN ALI RO ALIGHT ALL IN FAVOR ALL STATE FLORALS ALL TOO HUMAN BOSTON ALLEGRI ALLIANZ ALLIANZ GLOBAL ALLIANZ GLOBAL RISKS US INSURANCE CO. ALLIED RICH ALLIED WORLD ASSURANCE CO (US) INC. ALLISON MACKENZIE ALLISON TAYLOR ALLMARK DOOR ALLSTATE FINANCIAL CORPOR ALLSTATE FLORAL & CRAFT, ALLUDE ALLURA IMPORTS ALLURE CREATIONS ALLURE EYEWEAR ALLURE HOME CREATIONS ALLY ALMAR LTD ALMAR SALES CO. ALOK INTERNATIONAL, INC. ALPARGATAS USA, INC.

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ALPHA HOME FASHIONS ALTEA SRL ALTERNATIVE APPAREL ALTUS RECEIVABLES MANAGEMENT AMANDA AZADI AMAZAR AMERICAS INC. AMAZON CAPITAL SERVICES AMBER JAMES APPAREL AMD FINE LINENS, LLC AMEREX AMEREX GROUP LLC AMERICAN ALTERNATIVE INS. CORP. AMERICAN APPAREL AMERICAN BOY AND GIRL HEA AMERICAN CAT CLUB LLC AMERICAN DESIGNER FRAGRAN AMERICAN ESSENTIALS INC. AMERICAN EXCHANGE APPAREL GRP AMERICAN EXCHANGE TIME LLC AMERICAN EXPRESS AMERICAN FASHION ACCESSORIES, AMERICAN FINANCIAL GROUP INC. AMERICAN FIXTURE CO., INC. AMERICAN FLYER AMERICAN INTERNATIONAL TR AMERICAN JEWEL LLC AMERICAN MARKETING AMERICAN STITCH, LLC. AMERICAN TEXTILE COMPANY AMERICAN TRAVELER INC. AMERICAN TRUCKING ASSOCIA AMERICAN WATER & ENERGY AMICALE AMIEE LYNN AMINCO INTERNATIONAL AMOROSA AMUSEMINTS, LLC. ANA PLACIDE ANALYTICS PROS, INC. ANAMIKA DAS BILOTTA ANDERSON ANDIS CO. ANDRE ROMANELLI INC ANDREA MENNELLA ANDREW FEZZA

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ANDREW MARC ANDY & EVAN INDUSTRIES INC. ANEW LEGWEAR LLC ANGELA CROWE ANGELA SCOTT ANITAS SPORTSWEAR ANKER PLAY PRODUCTS LLC ANNA BELLA FOOTWEAR ANNA GRIFFIN INC. ANNA SERAVALLI ANNE KLEIN ANNICK GOUTAL LTD. ANRON MECHANICAL SERVICES, INC ANTHONY BOZZETTI ANTHONY DAY ANTHONY GUTIERREZ ANTHONY HANCOCK ANTICA FAMACISTA, LLC ANTLER USA ANTOLINA ANTONIO MARRAS S.R.L ANTONY MORATO ANUE ANVI SPAIN PRODUCCION MODA SL APA APG CONSULTING LLC APIFIA INC APM MODELS MANAGEMENT APP GROUP INC. APPAMAN INC. APPARELINE, INC. APPROVED FIRE PROTECTION CO IN APRICOT COLLECTIONS INC AQ TEXTILES, LLC. AQS BRAND, INC. AQUA LEISURE INDUSTRIES AQUAZZURA NORTH AMERICA INC AQUIESSE ARABA FENICE S.R.L. ARAMIS AND DESIGNER FRAGR ARAMIS SERVICES INC. ARC INT. NORTH AMERICA LLC ARC MINUTE AREA INC. ARGENTINA GROSU-SIMONS

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ARGENTO SC BY SICURA INC. ARGENYC TRAVEL LLC ARIA ARKWRIGHT, LLC. ARLEE HOME FASHIONS ARMAND DIRADOURIAN ARMANI ARMITRON CORPORATION ARMSTRONG CEILING SOLUTIONS ARMY OF ME ARNOLD ZIMBERG ARROW ART & FRAME MART ART AND COOK ART HORIZONS, INC. ARTBEATS ARTEAST ARTHUR J, GALLAGHER & CO. -AJG ARTISAN 34 LLC ARTISAN ENTERPRISE INT. INC. ARTISTIX ARTLAND INC. AS BEAUTY LLC ASE MANUFACTURING ASG EQUITIES LLC ASG EQUITIES SECAUCUS LLC ASG SECURITY ASG TRUSTS LLC ASG WYNWOOD LLC ASHKENAZY ACQUISITION CORP. ASHLEY GRANT ASHLEY MCBRIDE ASHLEY NICOTERA ASHLEY-REED TRADING ASHTON QUINTIN ASIANA CAPITAL INC. ASICS AMERICA CORP. ASICS TIGER CORP. ASPEN ASPESI ASSA ABLOY ENTRANCE SYS US INC ASSURED ENVIRONMENTS ASTOR CHOCOLATE ASTUCCI U.S. LTD AT & T WIRELESS

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AT LAST SPORTSWEAR , INC. AT&T AT&T MOBILITY ATAMA PREMIER FOODS ATLANTIC STAR ATM-DIV OF PUBLIC CLOTHING ATOMIC MISSION GEAR, INC. ATRIUM STAFFING OF NJ, LLC. ATTENTIVE MOBILE INC. AUGUST SILK INC AUSTRAILIAN FASHION LABELS LTD AUTHENTIC LIFESTYLE PRODUCTS AUTOMATIC DATA PROCESSING AUTOMOTIVE TECHNOLOGIES, AVA & YELLY INC AVAAP USA LLC AVALON APPAREL AVANTI LINENS, INC. AVEC LES FILLES AVERY DENNISON AVIVA STANOFT DESIGN, INC. AXIOM BANK, N.A. AXIS AXIS CAPITAL HOLDINGS LIMITED AXIS PROMOTIONS AXIS SPECIALTY US AXIS SURPLUS INSURANCE COMPANY AXIS SURPLUS LINES INSURANCE CO. AYSHA AYTANS MANUFACTURING CO LTD AZZURE HOME INC, B & H PHOTO-VIDEO B ENVIED B WERTHER SUPPLIES B Y DESIGN YOUNG B&H COMPANY B&K TRADING INTERNATIONAL LLC B.R. FRIES CONSTRUCTORS B.R.E INDUSTRIES, INC. B.R.E. IND B2 PAYMENTS USA INC. BABIATORS LLC BABY BELUGA BABY DREAM BABY FANATIC

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BABY GUESS BABY NAY BABY T BABY TOGS, INC. BABY VISION, INC. BABYFAIR INC BADGLEY MISCHKA BAG STUDIO, LLC. BAGATELLE INT INC. BAGSTAGE INC. BAIGUERA SRL BAILEY 44, LLC BAK GIRLS, INC. BAKER & HOSTETLER LLP BALENCIAGA BALLY BALMAIN USA LLC BAMBECO BANC OF AMERICA MERCHANT SERVICES, LLC BANCA DELLE MARCHE SPA BANDOLINO BANK HAPOALIM BANK OF AMERICA, N.A. BARBARA BLANK INC. BARDOT BARDWILL INDUSTRIES BARE MINERALS BARI LYNN BARKER BARKING IRONS BARQUE BARRY MANUFACTURING CO. I BARTON COMO/HART SCHAFFNER MAR BASIC RESOURCES, INC. BASICS BASS BATHMARK BATTISTONI BAUBLEBAR BAVNA BAZZINI BAKERY BAZZINI LLC BB&T FACTORS CORP BBC APPAREL

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BBC INTERNATIONAL LLC. BCBG BCBG MAXAZRIA MANHATTAN BEACHWE BCBGENERATION BCC PRODUCTS CORP BCP HOME, INC. BD APPAREL BEADED GODDESS BEAR CREEK SMOKEHOUSE BEATRICE HOME FASHIONS BEAUTE PRESTIGE INT'L BEAUTYMARK INTERNATIONAL BEAZLEY BEBE ACTIVE OSU BEBE DESIGNER CLASSICS BEES & DRAGONS BEGINAGAIN TOYS BEHNAZ SARAFPOUR BELIEVE IT LLC BELK BELKIN INC. BELL ATLANTIC BELLA BLING BELLA DAHL GIRL BELLINO FINE LINENS BELLROY BELLS & WHISTLES BELMONT GROUP INTERNATIONAL BELSITO MECHANICAL LLC BELUGA, INC. BEN ELIAS INDUSTRIES, CORP. BEN SHERMAN BENEFIT RESOURCE, INC. BEN-ELIAS - JBRAND BENIBECA BENISTI USA, LLC. BENSON MILLS CO., INC. BENSUSSEN DEUTSCH & ASSOCIATES BENTEX GROUP, INC. BENTLEY LINGERIE BERDON LLP BERGEN LIFT TRUCK INC. BERKELEY RESEARCH GROUP BERKLEY

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BERKSHIRE CORP. BERNADETTE MCMAHON BERNETTE BESPOKE FASHION LLC BEST ACCESSORY GROUP BEST BRANDS CONSUMER PRODUCTS BEST SECURITY INDUSTRIES BEST SILVER INC BESTAROO BESTSELLER WHOLESALE US LLC BETH METZLER BETSEY JO BETSEY JOHNSON BETTER BE BETTY DAIN CREATIONS, LLC. BETWEEN THE NOTES LLC. BEULAH BIATTA INTIMATES BIBAS WHOLESALE AND RETAIL INC BIBBY FINANCIAL SERVICE BIG APPLE COPY CENTER BIG CITY TOURISM, INC. BIG FLIRT BILL BLASS DESIGN, LLC. BILL THAYER BILLABONG BILLBOARD CREATIONS BILLIONAIRE BOYS CLUB BILLS KHAKIS BILTMORE TRUCK MFG. CORP BINDYA HANDBAGS BINDYA NY BIOWORLD BISHOP & YOUNG BIXBEE BLACK BOW BLACK CLOVER ENTERPRISES LLC BLACK STALLION TRADING LTD BLACKBIRD FLIGHT WEAR, INC. BLACKBOARD SRL SOCIETA UNIPERS BLANC/NOIR 21ST CENTURY BRANDS BLAUER BLENDERBOTTL BLING2O BLOOMREACH, INC

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BLOWFISH LLC BLQ MKT BLUE M BLUE REALTY LLC BLUE MILLIENIUM REALTY LL BLUE TASSLE BLUESUITS,LLC BLUJACKET BMW FINANCIAL SERVICES BOARDRIDGERS WHOLESALE LLC BOBBI BROWN COSMETICS -ESTEE BOBEAU BOCA APPAREL GROUP BODEN BODHI BODUM INC. BODY GLOVE SWIM BOFA SECURITIES, INC. BOLLMAN HAT COMPANY BON BINI, DBA STEPPIN STONES BONAFIDE INC., BONOBOS, INC BONTON BOOKS FOR LESS BOOMER TECHNOLOGY GROUP BOOTSIE TOOTSIE BORMIOLI ROCCO GLASS CO. BOROUGH OF PARAMUS BOSCA CUSTOM LEATHER BOSE CORPORATION BOSSI HOLDING INC. BOSTON WAREHOUSE TRADING BOTTEGA ITALIANA SRL BOTTEGA VENETA - BOUCHERON (USA), LTD. BOWERS AND WILKINS E/ BRAHA INDUSTRIES, INC. BRANCH BANKING & TRUST BRANCHE BEAUTY INC. BRAND TO MARKETS-SAPONIFICIO V BRANDED APPAREL GROUP, LLC. BRASCHI BRAT BRASILERAS US, LLC BRASS LOCK & KEY BRAVADO INTERNATIONAL GROUP MS

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BRAVE SOUL BRG BRIAN CASHMAN BRICKSOLVE, INC. BRIC'S USA, INC. BRIEL BRIGHT BAUM BRIONI/MADA BRITISH APPAREL COLLECTION LTD BROAD FACTORS CORP. BROADVIEW NETWORKS BROKN LEGEND BROOKLYN CLOTH, LLC. BROOKLYN LOLLIPOPS IMPORT CORP BROOKLYN PAINT & HOME CEN BROOKLYN WHOLESALE SUPPLY BROOKS BROS BROOKSFIELD BROUK AND CO. BROWN & BROWN BROWN & CHURCH BROWN COMPANY, INC. BROWN, RACHEL BROWNIE BRITTLE LLC BROWNSTEIN HYATT FARBER SCHREC BRUCE BESSI, LLC. BRUCE D'AGATA BRUNO MAGLI B'SBEE BSW HEADWORKS BT & DC INC BUFFALO BULGARI CORP. OF AMERICA BULOVA CORPORATION BUM EQUIPMENT BUNCH AND DWEE BURBERRY BURLINGTON BASKET COMPANY BURLINGTON COAT FACTORY BURMA BIBAS, INC. BURMA-US POLO BURTON & BURTON BURT'S BEES, INC. BUTTER BVM USA MODA, INC.

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BYRON LARS BEAUTY MARK BYTECH NY C&F ENTERPRISES C&J CLARK AMERICA, INC. C. LIFE C.H.F. C.S.S. INC. C.T. PLAGE C.W. DESIGNS C21 BAY RIDGE BLUE LLC C21 BK HOME LLC C21 DEPARTMENT STORES HOLDING LLC C21 DEPT STORES C21 GA BLUE LLC C21 PHILADELPHIA LLC C21 PROPERTY MANAGEMENT PARTNE C21 REAL ESTATE LLC C21 SAWGRASS BLUE, LLC C21 SDC BLUE LLC. C21 STORES CA WASHINGTON LLC. CABEAU, INC. CABLE & GAUGE CABLEVISION CABLEVISION LIGHTPATH, INC. CADIENT LLC DBA CADIENT TALENT CAFE COTON AMERICA INC. CAKE MIX DOCTOR CAL LIGHTING AND ACCESSORIES CALDEIRA USA, INC. CALERES INC. CALIFORNIA DYNASTY CALIFORNIA FLORALS CALIFORNIA LUXURY GROUP, LLC. CALLOWAY GOLF CALPHALON CALVIN KLEIN CANADA WEATHERGEAR CANALI CANDID LITHO MAIL SERVICES CANDID LITHO PRINTING LTD. CAPELLI NEW YORK CAPPUCCIO CAPRESSO INC.

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CAPRI CANDLE CAPRI DESIGNS CARA MURACO CARD PERSONALIZATION SOLUTIONS CARDINAL COMMERCE CAREINGTON CARIBBEAN JOE CARINA ACCESSORI MODA CARLEENA FELDER CARLEN ENT DIV P2F CARLEN ENTERPRISES CARMEN MARC VALVO CARO HOME LLC CAROL DAUPLAISE CAROLE HOCHMAN DESIGN GROUP CAROLINA HERRERA NEW YORK LTD CARRERA CARTERS CASIO INC. CASUAL EXPRESS APPAREL CO CATHAY HOME FASHIONS INC CATHAY HOME INC. CATHERINE MALANDRINO CATWALK JUNKIE -FO CBC GROUP INC. CDC/21 ASSOCIATES LLC CDI FINANCIAL SERVICES LLC CDW DIRECT, LLC CEDAR MANAGEMENT CORP. CEJON, INC. CENTER CITY CONSOLIDATORS CENTER FOR EDUCATION & CENTERSTAGE PRODUCTIONS CENTRAL PARKING SYSTEM CENTRIC BRANDS, INC. CENTRIC SOCKS LLC CENTURION S.R.L. CENTURY 21 ASSOCIATES FOUNDATION INC. CENTURY 21 DEPARTMENT STORES LLC CENTURY 21 DEPARTMENT STORES OF NEW JERSEY, L.L.C. CENTURY 21 DEPT STORES CENTURY 21 FULTON LLC CENTURY 21 GARDENS OF JERSEY, LLC

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CENTURY 21 STORES CENTURY 21, INC. CENTURY PARAMUS REALTY LLC CENTURY REALTY HOLDINGS LLC CENTURY REALTY INC. CENTURY REGO REALTY LLC CENTURYLINK COMMUNICATION, LLC CES'T CHOUETTE CF MOTORFREIGHT CFD INC CG MOBILE AMERICA LLC CHABY INTERNATIONAL CHAINSON FOOTWEAR, INC. COURIER, INC. CHAN LUU CHANCES R CHANDRAMATTIE SINGH CHANEL, INC. CHANELLE THOMAS CHANTELLE LINGERIE CHANTELLE SA CHAPS CHARCOAL COMPANION CHARDONNAY TAYLOR CHARLES CASTRO MFG. CO, I CHARLES KOMAR & SONS, INC CHARLES SIHANIKHOM CHARLES W. BUMGARDNER CHARLIE HOLIDAY CHARMANT USA CHASER CHATTANOGA CHECKOLIT INTERNATIONAL, CHEFMAN CHESAPEAKE MERCHANDISING CHF INDUSTRIES, INC. CHIARA FERRAGNI -FO CHILDRENCHIC INC CHILDRENS APPAREL NETWORK CHILEWICH LLC CHILEWICH SULTAN, LLC. CHINTALY IMPORTS CHIP & PEPPER CHLOE CHOCOLATES ON BROADWAY

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CHOSEN FOODS CHRISTIAN DIOR CHRISTIAN DIOR PERFUMES, LLC CHRISTIAN ELECTRIC CORP. CHRISTIAN LACROIX CHRISTINA AMERICA INC. CHRISTINA MULLER CHRISTINE LANGER CHRLDR.COM CHUBB CINO CINTAS FIRE PROTECTION LO CINZIA ROCCA/RODEL USA CIPRIANI CIRCLE BUSINESS SAGL CIRCLE GENERATOR SERVICE CIRCLE GLASS, LLC CISTAR STUDIOS LLC CIT GROUP CITY FASHION EXPRESS CITY MERCHANDISE CITY OF PHILADELPHIA - DEPARTMENT OF REVENUE CITY OF SUNRISE CITY RAMBLER INC. CITY STORE GATES MFG. INC CK GIRL CLARINS FRAGRANCE CLARINS USA, INC. CLARKS OF ENGLAND CLASSIC TIME/BEVERLY HILLS POL CLICHE CLICK MODEL MANAGEMENT C-LIFE GROUP, LTD. CLIMATE SMART THERMALS K/ CLINIQUE LABORATORIES, LLC. CLIO APPAREL INC CLOUD9 DESIGN INC CLOUDBRAK GROUP, LLC. CLUB Z INC. CMG LTD. CNY APPAREL GROUP COACH COACH SERVICES INC. COALISION, INC

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COAST TO COAST IMPORTS, LLC. COASTLINE IMPORTS COBB SALAD DESIGN COBRA TRADING CORP. CODE RED TRADING LLC CODY HOME COLAVITA USA COLDPRUF COLE HAAN COLE OF CALIFORNIA COLE RIVER CO. COLLECTION XIIX LTD COLLECTION XIXX LTD. COLLINS, LATASHA COLMAR COLORDRIFT, LLC. COLORFUL TRADE GMBH COLUMBIA DELTA COLUMBIDAE COMCAST COMENITY CAPITAL BANK COMFORT CONTROL SYSTEMS COMMERCIAL TRAILER LEASIN COMMERCIALARTS INC. COMMODORE MFG CORP COMMONWEALTH OF PENNSYLVANIA COMMUNE SHOWROOM COMO BLACK COMPASS GROUP USA COMPUTACENTER FUSIONSTORM INC. COMPUTER DESIGN & INTEGRATION CON EDISON CONAIR CORPORATION, INC. CONCEPT ONE CONCEPTS IN TIME CONCORDE, INC. CONFETTI CONIFER SPECIALTIES, INC. CONNECTED APPAREL CONNEXXIONS INTL. US CONNORS RECRUITING, INC. CONSOLIDATED CLOTHES INC. CONSOLIDATED SHOE CO., IN CONSTELLATION NEW ENERGY INC.

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CONSTRUCT CONTINENTAL BUSINESS CRE CONTINENTAL LIFT TRUCK, INC. CONTINENTAL WIRELESS -EX COPPER RIVET CORE BAMBOO CORE HOME CORE RETAIL LLC CORELLE BRANDS LLC CORESITE CORNEL CORSI SRL CORTEX USA DBA CORTEX BEAUTY CORTLANDT HOLDINGS LLC CORTLANDT REALTY CO. CORY VINES COSABELLA COSMOPOLITAN INCENTIVES LLC COTY US, LLC. COURTAULDS TEXTILES AMERICA COURTNEY REIDY COURTNEY THOMPSON COZY S&S CASUAL CPW CRA.Z.ART CRAIG INCALCATERRA CRAYOLA, LLC. CRA-Z-ART CREATIVE ASSET, INC. CREATIVE BATH PRODUCTS CREATIVE CIRCLE, LLC CREATIVE PARTNERSHIP LLC CREATIVE SNACKS CO. LLC CREST HOME DESIGN CREST MILLS CREW KNITWEAR CRIMINAL DAMAGE CRIMZON ROSE CRITEO CORP. CRL LONDON CROCS INC. CROOKS AND CASTLES CROSS RIVER FIBER, LLC CROSSWINDS SOURCING LLC

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CROW WATCHES CROWN CAP CROWN CASTLE FIBER LLC CRS INTERNATIONAL, INC. CRYSTAL ART CRYSTAL ART OF FLORIDA, INC. CRYSTAL HOUSE INT'L, LLC. CRYSTAL TEMPTATIONS CRYSTINE CABRERA CUDDL DUDS CUDLIE ACCESSORIES CUE BALL PRODUCTIONS LLC CUISINART CULLEN USA CULT OF INDIVIDUALITY CULTURATA LTD CUNNINGHAM COMMS - CUPID FOUNDATIONS, INC. CUPIO CUSTOM LEATHER CANADA LEA CUT 25 CUTIE PIE BABY, INC. CWR ELECTRONICS CYNTHIA ROWLEY CYNTHIA VINCENT CYRUS D & W DISTRIBUTORS INC D&D D&H DISTRIBUTING D. ELEMENT INC. D.V.F. STUDIOS D’SHEA MCRAE DAILY RECORD DAINTY HOME INC. DAKOTA SALCEDO DALIA MACPHEE DAMBROSIO, VALERIE DAMIR DOMA DAN RIVER, INC. DANA ROUNSAVILLE DANA-CO LLC DANBAR COOL THINGS, INC. DBA B DANIEL FRIEDMAN & ASSOC. INC DANIEL HOME CLASSICS DANIEL LINEN

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DANIEL. E. RUSSO, MD. DANIELLE LINDHEIM DANNIJO DANNY & NICOLE DANSK DANSKIN DARON WORLDWIDE TRADING DARTRONICS, INC. DASH CLOTHING INC D'AVANT - GARDE TRICOT DAVID & YOUNG DAVID DANIALIAN DAVID DONAHUE INC. DAVID SCIMECA DAWSON FORTE, LLP. DAYANG ALLIANCE LLC DAYANG TRANDS USA INC. DB TECHNOLOGY DC COLLECTIVE LLC DE LAGE LANDEN FINANCIAL DE LAVION DEAL RISE LLC DEBBIE KATZ, INC. DEBONAIR CREATIONS INC DECKERS OUTDOOR CORPORATION DECONIC GROUP LLC DECOR CRAFT INC DECORWARE INC DEER STAGS CONCEPTS DEIDRE O'BRIEN DEJ ENTERPRISES LLC DEJUNO CORP DELIVERING HAPPINESS, LLC DELONGHI AMERICA, INC. DELSEY LUGGAGE, INC. DELTA GALIL USA, INC. DEMARCO, GLEN DEMOCRACY DENISE TORRES DENNIS EAST INTL, LLC. DEPOSCO, INC. DEREK LAM INTERNATIONAL DESIGN IMPORTS DESIGN LOFT 315 DESIGN STYLES

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DESIGNER CLASSICS. LLC DESIGNER SPECIAL DESIGNSTYLES DESIGUAL DESTI DESIGN DEUSEX MACHINA MOTORCYCLES USA DEX CLOTHING CO., LTD. DEX IMAGING LLC DGA SECURITY SYSTEMS DI BIANCO DIAMOND HOME DIANA SARJU DIANE VON FURSTENBERG- DVF DIANNA SCIANDRA DICKIES DIESEL USA, INC. DIFIORE, GIACOBBE & ASSOC DILLARDS DILSHAD SYED DINA HIMMEL DIOR DIRECT DIRECT ENERGY DIRECT FRAGRANCES DIRECT HOME TEXTILES GROUP DIRECTV DISNEY DISTRIVALTO USA, INC. DIVERSIFIED DISPLAY PRODU DIVERSIFIED RACK & SHELVI DIVERSIFIED STORE FIXTURE DIVINE INVESTORS LLC DIVISION SIX SPORTS, INC. DIZZION INC. DKNY TRADING, INC. DL1961 PREMIUM DENIM, INC DOCKS INTERNATIONAL DOLCE & GABBANA USA INC DOLCE VITA FOOTWEAR, INC. DOLCE VITA SWIM DOM REBEL THREADS DOMENICK PICCININNI DONNA KAREN DONNA MORGAN DONNA RICCO

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DOOBALLO DOOR AUTOMATION CORP. DORFMAN PACIFIC CO. DORINDA YU DOROTHY BLUE DOUGLAS DIRTADIAN DOWN LITE INTERNATIONAL DOWNTOWN COMPANY DP ACCESSORIES/LESLIE DANZIS DR. MARTENS DRAGONE, LLC. DREAM HOME NY, LLC. DREAMWEAR, INC. DRESS DIV OF ELO DRESS FORUM INC. DRESS THE POPULATION DRIFTER DRIVERS EXPRESS, LLC. DRYBRANCH INC. DSTRUCT DUCK RIVER TEXTILE, INC. DUGGAL VISUAL SOLUTIONS DULCE DE LECHE DURACELL DVM INSURANCE AGENCY DWD MECHANICAL CONTRACTOR INC. DYKER PARK BAGELS DYLAN GEORGE DYNAMIC SPORTS GROUP INC. DYNAMITE DECORATORS, INC. E GLUCK CORPORATION E.L.F. COSMETICS, INC. E.LO SPORTSWEAR E.S. ORIGINALS, INC. EARTH LINK BUSINESS EAST OF EDEN EASTERN ACCENTS, INC. EASTERN INFANTS WEAR INC EASY SPIRIT EB ROCKS EBERJEY ECHO ECKOH INC. ECONOCO CORP ED BY ELLEN DEGENERES

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ED HARDY EDDIE GINDI GENERATIONAL TRUST EDUSHAPE LTD EDWARD EVERETT EDWARD GINDI EFX MARKETING, LLC. EGJG FULTON TIC LLC EHL IMPORTS/CHANCES EIGHT PENNY NAILS EIGHTMOOD US INC. EIKA EILEEN FISHER EISNERAMPER LLP EKAHAU, INC. ELECOCO SHINESTAR ELECTRIC & ROSE ELEGANT HOME FASHIONS, LLC. ELEMENT ELEVENTY ELICO LTD. ELIDAN CORP ELIE BALLEH ELIE TAHARI, LTD. ELISABETH MCDANIELS ELISE M, INC. ELITE HOME PRODUCTS, INC. ELITE MODEL MANAGEMENT CO ELIZA J ELIZABETH & JAMES LLC ELIZABETH ARDEN, INC. ELK GROUP INTERNATIONAL ELK LIGHTING ELKE PHELAN ELLEGI, INC. ELLEN DEGENERES ESSENTIAL BRAN ELLEN TRACY ELLISON FIRST ASIA ELRENE HOME FASHIONS ELSA ALBA EMBASSY APPAREL EMEE OLARTE FOUSSARD EMERGENT TRENDS INC EMG INC. EMILIO PUCCI/ROSSIMODA USA R/ EMILY LEJFER

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EMME OLARTE FOUSSARD EMORY PARK EMPORIO ARMANI ENCARNACION CARRIZO ENCHANTE ACCESSORIES ENCHANTE HOME TURKO TEXTILE ENDLESS ROSE ENDURANCE AMERICAN SPECIALTY INSURANCE CO. ENDURANCE FITNESS LLC ENERGIE ENERGY MANAGEMENT SYSTEMS ENGLISH LAUNDRY ENTERPRISE ANN PARKING ENVIRO WATER LLC ENVISAGE GROUP - THACKER ENZO ANGIIOLINI EPOCA INTERNATIONAL INC EPSILON DATA MANAGEMENT, LLC. EPSTEIN BECKER & GREEN P.C. EQUITY INTERNATIONAL, INC. ERGE ERIC GOLDSTEIN ERIC ROMERO ERIC RUTBERG ERIN FETHERSTON ERMENEGILDO ZEGNA CORP. ES ORIGINALS ESCADA ESO ESPIRIT ESSENTIAL BRANDS INC. ESSEX MFG. INC. ESTEE LAUDER ESTEX HOME FASHIONS ET ENTERPRISES DISTRIBUTIONS EURASIA U.S. CORP. EURO CERAMICA INC EURO STYLE EURO-AMERICAN BRANDS LLC EUROITALY, INC EUROKIDS, INC. EUROPA SALES INC. EUROPE IMPORTS, INC. EUROPEAN HOME DESIGN

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EVANSTON INSURANCE CO. EVE INTERNATIONAL LLC EVENT SALES, INC. EVEREST PREMIER INSURANCE CO. EVERYDAY SUNDAY USA EWING ATHLETICS EXA DATA SOLUTIONS INC. EXCEL APPAREL CORP. EXCEL ELEVATOR & ESCALATOR EXCELL HOME FASHIONS, INC EXCELLED SHEEPSKIN AND EXCELLENT ART MFG. CORP. EXCESS INTERNATIONAL EXTREME LINEN, LLC. EXXEL OUTDOORS LLC EYE BALL PRODUCTIONS EYE KING, LLC. E-Z PASS EZRA SULTAN EZRASONS INC F & G MECHANICAL CORP. F YOMTOV LLC F. SCHUMACHER & CO FAB ACCESSORY FAB MILL, INC. FABIAN COUTURE GROUP INT'L FABRICE TROMBERT PHOTOGRAPHY FACEBOOK, INC FAF INC FAHRENHEIT IT, INC. FAIRBORN MID-ATLANTIC FALC USA INC FALCOTTO FALKE KGAA FALKE USA FALLON & ROYCE FAME FASHION HOUSE, LLC. FAMOUS DESIGNER FANILU FANTAS EYES, INC. FANTASIA ACCESSORIES LTD FARVIEW FASHION INC. FASHION ACCESSORY BAZAAR, FASHION ANGELS FASHION AVENUE KNITS

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FASHION BRANDS DIRECT FASHION CIRCLE USA, INC. FASHION FOOTWEAR LLC FASHIONATA INC FASHIONHAUS,LLC. FATE BY LFD FC SNACKS INC FDI-ICF USA LLC FDJ FRENCH DESSING, INC. FDS USA INC FDV ARTFOLIO FEA MERCHANDISING, INC. FEDERAL BUSINESS PRODUCTS INC. FEDERAL DIRECT FEDERAL EXPRESS CORP. FEIYUE INTERNATIONAL, LLC. FELIX REY FENDI FENTON MOON MEDIA FERRAGAMO USA, INC. FERTHERSTON DESIGN GROUP FESCO INC FETCH...FOR COOL PETS, LLC. FEW MODA FFC FIRST FASHION CORP LTDX FFD DESIGNS U.S.LTD. FGF INDUSTRY SPA FGX INTERNATIONAL INC FICKLE FIELD SCOUT FIERCE, INC. FIJI AQUARIUS LTD FILA BILL LAVIN FILA USA, INC. FILCO CARTING CORP. FILLING PIECES BV FILOMENA PELLETIER FINANCE ONE, INC. FINE LINES FINEST MENSWEAR FINEST SRL FIORUCCI HOLDINGS LTD FIREMAN'SFUND FIRST CAPITAL

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FIRST DATA SERVICES, LLC FIRST INSURANCE FUNDING FISHER'S POPCORN FISKE INDUSTRIES, INC. FIT & FRESH, INC. FIT ADVISORS LLC FIT FOR LIFE LLC FITCH INC. FITFLOP LIMITED FITFLOP USA, LLC. FIVE FIFTY FIVE FIVIA SAS DI VERRINO FLAPDOODLES APPAREL, LLC. FLASH & PARTNERS USA FLEMINGTON DEPARTMENT STORE FLIGHT 001 INC. FLIP OUT FLORA NIKROOZ ESSENTIAL BRANDS FLORA-BELLA INTERNATIONAL FLORENCE PAPER CORP. FLORIDA DEPARTMENT OF REVENUE FLORIDA PRIVATE LABELING FLORSHEIM FLOWERS BY ZOE FLUXUS FLYING TOMATO FOCUS 2000 CORP FOLEY HOAG LLP FOO AND FOO LLC FOOTWEAR HEADQUARTERS, LLC FOOTWEAR TRADING FOR ARTS SAKE GREETINGS & GIFT FOR SIENNA FOR THE REPUBLIC FOREVER BEAUTY NY, LLC FORMENTINI SRL FORTE FORTE SRL FORTUNATE SUN FOSSIL PARTNERS LP FOUFOU DOG FOUR MARKETING, INC. FOUR STARS THE VANITY ROOM FOWNES BROTHERS FOWNES BROTHERS & CO, INC. FOX RUN CRAFTSMEN

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FOX RUN USA, LLC. FOXCROFT FPL FRAAS FRABER ITALIA SRL FRANCE DECO TRADIN FRANCESCO RUSSO FRANCHI FRANCO SARTO FRANK CUSIMANO FRANK D'AMICO FRANK WRIGHT FRANKIE MORELLO FRANKLIN FLOORS INC. FRED DAVID INT'L USA INC FRED FERGUSON FREESTYLE USA DIV FREEZE KIDS FREIDA & JOE, INC. FREIDA ROTHMAN FREMONT APPAREL CO. FRENCH CONNECTION GROUP FRENCH LAUNDRY HOME FRENCH WEST INC. FRENZ GROUP, LLC. FRESKO FRETTE INC. FRETTE NORTH AMERICA FRISKY FRNCH FRYE FTC COMMERCIAL CORP. FUGAZY STUDIO CORP. FUJIFILM NORTH AMERICA, CORP. FULL STEAM STAFFING NJ, LLC. FUN SOCKS FUNDAMENTAL COAST FURI BRANDS INC. FURLA FURLA USA, INC. FURLUX FURVA HUSSAIN FUSION MODELING AGENCY, LLC. FYFFES NORTH AMERICA INC G & B NEGOZIO SRL, COURMAYEUR

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G BY GUESS G GLOVER & CO LTD G MASON GROUP LLC. G&P NET USA INC. G&S OFF PRICE, INC. G. WRUBLIN CO. INC. G.H. BASS G.WRUBLIN/KIDS GALL SRL GANESH GANGI GARDENIA, LTD. GARMIN INTERNATIONAL GARMIN USA GARNIER-THIEBAUT, INC. GARTNER STUDIOS, LLC GATEWAY ACCEPTANCE CO. GAUDI TRADE SPA GBG ACCESSORIES GROUP, LLC. GBG USA INC. GBYM GEAR FOR SPORTS GELMART INDUSTRIES INC. GEM SRL GEMLINE FRAME CO GEN STAR GIRLS LLC GEN3 MARKETING LLC GENA ACCESSORIES GENERAL BUSINESS CREDIT GENERIC SURPLUS GENESCO INC. GENEVA WATCH CO., INC. GENEVA WATCH GROUP INC. GENEVA/STYLE & CO. GENEXUS GENTLE SOULS GEOCENTRAL GEOFFREY BEENE GEOGRAPHICAL NORWAY LLC GEORGE WEINTRAUB AND SONS GEOX GERBER CHILDRENS WEAR, LL GEREN FORD INC GERSON & GERSON, INC. GEV, LLC

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GEVRIL DROP SHIP GGP STATEN ISLAND MALL, LLC GH BASS & CO. GI KBS CORPORATION GIAMBATTISTA VALLI USA INC. GIBSON OVERSEAS, INC. GIFT PLUS GIFTCO 21 LLC GIFTCO 21, INC. GIFTSOUND LIMITED GIGLIO USA LLC G-III LEATHER FASHIONS INC GIL & JAS, LLC. GILDAN BRANDED GILDAN USA, INC. GILLETTE GILMAR USA, INC. GIMPEX LIMITED GINA BARNAO GINA GROUP GINA HOSIERY LTD., GINDI FAMILY & GINDI TRUSTS GINDI GENERATIONAL TRUST GINDI REAL ESTATE ENTITIES GINDISONS FULTON BLUE TIC LLC GINDISONS LLC GINIA GIORGIO ARMANI CORP. GIORGIO BRATO GIOSAR LTD GIOVANNIS ITALIAN DELI GIS - HIRERIGHT GITMAN AND CO. GIVE BACK BRANDS GIVENCHY GLAM ROCK COUTURE GLITTER GIRL GLOBAL BACKGROUND SCREENING, I GLOBAL COFFEE COMPANY GLOBAL DIVERSIFIED HOLDINGS, I GLOBAL EQUIPMENT CO. INC. GLOBAL FASHION ICON INC. GLOBAL GOLD, INC. GLOBAL INNOVATIONS NETWORK LLC GLOBAL VIEWS

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GLOVES INTERNATIONAL, INC GLY, INC. GM FINANCIAL LEASING GMAC COMMERCIAL CREDIT GMG (W.G.G.) APPAREL GODINGER SILVER ART CO. GODIVA CHOCOLATIER, INC. GOEN.J CO., LTD. GOLD BUG GOLD TOE GOLD, INC. GOLDEN TOUCH PLANET GOLD GOLDESSENCE LTD GOLDMEDAL INTERNATIONAL GOOCE STYLE NETWORK AMERICA GOOD AMERICAN GOOD FELLAS SRL GOOD NEWS SHOES LTD GOODFELLAS GOODMAN FACTORS, INC. GOOGLE INC GOORIN BROTHERS, INC. GORDON BROTHERS COMM & IND GORDON BROTHERS FINANCE COMPANY GORDON BROTHERS GROUP GORDON BROTHERS RETAIL PARTNERS, LLC GOUNARDES, STEVEN GOURMET HOME PRODUCTS LLC GOURMET NUT GPF FOOTWEAR, LLC. GRACE & OLIVER GRACIA GRAMMY LABEL GRAND TIME GRANITE TELECOMMUNICATIONS GRANT & BOWMAN INC. GRAPHIQUE DEFRANCE GREAT AMERICAN BEAUTY, INC. GREAT AMERICAN FIDELITY INSURANCE CO. GREAT AMERICAN FIDELITY INSURANCE COMPANY

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GREAT EMPIRE, INC GREAT DISCOUNTERS GREAT PLACE TO WORK INSTITIUTE GREEN CRYSTAL AROMAS INC. GREEN TOYS, INC. GREENBERRY ECO-INDUSTRIES LLC GREENLEAF DIST GREENLINE DISTRIBUTION GREENWICH INS GREG CIOFFI GRENDENE USA, INC. GREYSON CLOTHIERS GREYSTONE COMMERCIAL GREYSTONE INT'L GROUP DBA TAIL GRIFFIN TECHNOLOGY, INC. GROUP G MARKETING PARTNERS GROUP III INTL, LTD. GROUPE GLOBAL LXR INC. GROUPE SEB USA GROUPE YNA INC. GRUBHUB HOLDINGS INC. GRUNER CO. GRUNFELD DESIDERIO LEBOWI G-STAR GUARDIAN LOCK SECURITY GUCCI GUERLAIN INC. GUESS ?, INC. GUESS FOOTWEAR GUESS SIGNAL PRODUCTS GUESS, INC GUMDROP CASES GURHAN GW ACQUISITION LLC. GWEN WARKULWIZ LAWRENCE GXS, INC. H&J LIQUIDATORS H&M INTERNATIONAL SALES INC H. BEST LTD. H. EICH SRL H.E.R. ACCESSORIES H.I.S. INT'L TOURS (NY) INC. H.L. DALIS HABITUAL GIRL HACHETTE BOOK GROUP DIST. PHOE

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HADDAD APPAREL GROUP, LTD. HAGGAR INC. HALABALOO INC HALE BOB HALE TEA HALSTON HAMILTON BEACH BRANDS, INC. HAMPSHIRE HOSIERY HAMPTON FORGE LTD. HANA FINANCIAL INC HANDCRAFT MFG. CORP. HANESBRANDS, INC. HANKY PANKY HANNA LINGERIE HANNA MCGINLEY HANNAH ANDERSON HANRO USA INC. HAPE INTERNATIONAL, INC. HAPPY SOCKS NORTH AMERICA INC HAPPY THREADS HARAJUKU LOVERS HARD CANDY CASES, LLC. HARDING LTD HARDWATER CLOTHING USA HARDWICK CLOTHES HARLEYSVILLE INSURANCE HARMAN IMPORTS HARMAN INTERNATIONAL INDUSTRIE HARMONY COLLECTIONS HARRY BACHRACH HART SCHAFFNER & MARX HARTFORD HARTMANN HARTZ MOUNTAIN ASSOCIATES HARVE BERNARD LEATHER HASKELL JEWELS LTD., HASKELL JEWELS, LLC. HAT ATTACK HAUTE QUEEN LLC HAUTE ROGUE HAVAIANAS HAVOC GIFTS HAWKE & CO HDS TRADING CORP. HEAT SWIMWEAR, INC.

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HEATHER MELIA HEDGREN USA, INC. HEENEY CO. INC. HELEN KAMINSKI HELEN OF TROY LP HELEN WANG HELIX NUTRITION LLC HELLO KITTY HELLY HANSEN US, INC. HELMAN GROUP HELMSLEY-SPEAR, INC. HEM INDUSTRIES INC. HENRY & BELLE HENRY FERRERA COLLECTION HENRY LEE & CO. LLC. HENSCHEL MANUFACTURING CO. HERBAN ESSENTIALS HERBERT MINES ASSOCIATES HERBIE FROGG HERITAEG BRANDS HERITAGE HOME FASHIONS, INC. HERITAGE TRAVELWARE HERMAN KAY CO, INC. HEROINE SPORT, LLC. HERSCHEL SUPPLY COMPANY HERVE LEGER HEURUEH HFC PRESTIGE INT'L US HFC PRESTIGE PRODUCTS INC. HICKEY FREEMAN HIGH ALCHEMY, LLC HIGH INTEN CORP. HIGH LIFE INC. HIGH POINT DESIGN LLC HIGH RISE FIRE PROTECTION HIGH SIERRA HILCO MERCHANT RESOURCES, LLC HILLDUN CORP. HIMATSINGKA AMERICA, INC. HIP SHIFT CORP HIRSHLEIFER'S INC. HISO HI-TEC HL OPERATION CORP. HMS APPAREL INDUSTRIES LLC.

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HMS PRODUCTIONS HODGES-MACE, LLC HOLLANDER HOME FASHIONS HOLLANDER SLEEP PRODUCTS, LLC. HOLLY ST. PIERRE HOLMES GROUP HOME DYNAMIX HOME ESSENTIALS & BEYOND HOME WEAVERS HOMEDICS USA. LLC. HOMELAND INS. CO. OF DELAWARE (ONE BEACON) HOMESTEAD INTERNATIONAL G HOMETEX HOMEWEAR LINENS HONTUS LTD HOOVER, INC. HOP LUN USA, INC. HORIZON GROUP USA, INC. HOT FOCUS, INC. HOT SOX HOUSE OF MAI, INC. HOUSE OF MARBLES HOUSE OF THE GODS HOUSTON CASUALTY HOUSTON SALEM, INC. HOWARD BLUM, P.C. HOYLE JACKSON, LLC. HRDIRECT HUDSON AWNING COMPANY HUDSON CLOTHING, LLC. HUDSON'S BAY COMPANY HUGO BOSS FASHIONS, INC. HUNTER BOOT USA LLC HURLEY SWIM HUTCHERSON, VIVIAN HW NEW YORK LLC HWI METRO HYBRID PROMOTIONS I AM GIA I. CALDERON I. DACHS I. GIAMPIERO INC. I.A.G FINANCIAL CORP. I.H.W. MANAGEMENT LTD

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IADVIZE INC. IAPPAREL IBIZA IBM CORPORATION ICB ICE CREAM CASTLES KIDS ICER BASKETBALL LLC ICIMS INC. ICKY PRODUCTS ICON BEAUTY, LLC. ICON TRADE SERVICES, LLC. IDB FACTORS IDEARC MEDIA CORP. IDOL BROOKLYN IFA IFC COACHING IG GINDI 2009 GENERATIONAL TRUST IGLOO PRODUCT CORP. IGOR IHOME IKE BEHAR IKEDDI IKEN MEDIA LLC. IKEN MEDIA PARTNERS, LLC IKKS CORP IKO IMPORTS LLC ILI IMAGEWEAR LLC IMINOVA, NEKADAM IMOSHION USA IMPACT IMPORTS INTERNATIONAL IMPACT PHOTOGRAPHICS IMPACT RADIUS, INC. IMPACT TECH, INC. IMPERIA TRADING CO. IMPERIA TRADING, INC. IMPERIAL BAG & PAPER CO., LLC. IMPLUS LLC IMPORT BOUTIQUE IMPULSE ENTERPRISES, LLC. IN MOCEAN GROUP LLC INA INTERNATIONAL LTD. INCASE DESIGNS INDEED INC. INDERA MILLS COMPANY

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INDIA HOUSE BRASS, INC. INDIGO RD. INDIO PRODUCTS, INC. INDUSTRY MODEL MGMT NYC LLC INFINITY CLASSICS INT'L INC. INFINITY INSTRUMENTS INFOR (US), INC. INGEAR SWIMWEAR INNOVATIVE COSMETIC CONCEPTS, INNOVATIVE DESIGNS LLC INNOVATIVE SOURCING INNOVATIVE TECHNOLOGY ELECTRON INSPIRED HOME DECOR, LLC INTERDESIGN INTERNAL REVENUE SERVICE INTERNATIONAL CREATIVE INC INTERNATIONAL DESIGN GROUP LLC INTERNATIONAL INNOVATION CO., INTERNATIONAL INTIMATES INC INTERNATIONAL LEASE CONSULTANT INTERNATIONAL PLANNING ALLIANCE, LLC INTERPARFUMS INC (US) INTERPARFUMS LUXURY BRANDS INTERPARFUMS US LLC INTERSTATE WASTE SERVICES INTO GREEN INTREND GLOBAL CORP. INTUITION PARIS CORP. IRAYMOND IRIS EURO IRIS LTD. INC. IRIS S.P.A IRON & RESIN IROVER, LLC. IRREGULAR CHOICE IRVING CODRINGTON IRVING GONZALEZ ISA & STEF LLC ISAAC A. GINDI ISAAC GINDI 2014 GIFT TRUST ISAAC JACOBS INTERNATIONAL, LL ISAAC MIZRAHI ISAAC MORRIS LIMITED

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ISAAC RAYMOND ASSOCIATES ISAAC S. GINDI 2010 GIFT TRUST ISFEL-SWIMWEAR ISM GLOBAL ISO BEAUTY, INC. ISTRA ELECTRICAL CONTRACTING IT JEANS, INC. IT LUGGAGE USA, LTD. ITOCHU PROMINENT USA LLC IT'S A WONDERFUL WORLD IT'S THE GIRL BY JUNIOR DRAKE IUTER IVY LUXURY BATH ESSENTIALS IWORLD LLC IZ&CO, INC. IZOD J & R MUSIC WORLD J BRAND, INC. J P BODEN SERVICES INC. J WORLD SPORTS, INC J&G TRYBUS CORP J. CAMPBELL J. LITVACK J. QUEEN NEW YORK J. REED & SONS J.A. HENCKEL J.C. PENNEY J.CREW OPERATING CORP. J.G. ELIZABETH II, LLC J.S. BLANK & CO. JACK GEORGES JACK GINDI JACK VICTOR JACKY AND LAUREN JACMAX INDUSTRIES LLC JACOBSON GROUP USA, LLC. JACOBSON GROUP, LLC JACQUELINE FREEMAN JAEHEE KIM JAMAICA ASH & RUBBISH REM JAMES BETESH JAMES JULIANO JAMES WHEELER JAMIE ELBAUM JAM'N PRODUCTS, INC.

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JANET IGAH JANS ENTERPRISES CORP JANSPORT JANTZEN JARDEN CONSUMER SOLUTIONS JARED LANG ACCESSORIES JARROD & SONS LANDSCAPING, INC JASON GARGIULO JASON MARKK JASON WU JAY GODFREY JAY IMPORT CO. INC. JAY JOSHUA INC. JAYDEN STAR, LLC. JBL TRADING LLC JBW DROP SHIP JCP&L JCS APPAREL GROUP, INC. JCV GROUP LLC JD FACTORS LLC. JD FINE & COMPANY JEALOUS TOMATO JEAN CLAUDE JEWELRY JEAN LOUIS PAULISHA JEAN PIERRE INC JELLY BELLY CANDY CORP JEM ACCESSORIES JENNA MICHAEL JENNIFER PROCE JENNIFER SCHWARTZ JENNIFER SULLIVAN JENNY HSIEH JENUSA USA, INC. JEREMIAH JEREMY LAING JERICHO JERSEY GARDENS, LLC. JERRY LEIGH OF CALIFORNIA JESSICA HATHAWAY JESSICA MCCLINTOCK JESSICA SIMPSON JESSICA'S JETLAG DIRECT CORP JIL SANDER USA INC JIMCO LAMP & MANUFACTURING CO. JIMMY CHOO USA INC.

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JIMMY SALES INC. JLT TRADING GROUP, INC. JM. DICKENS JMJ WEST CORPORATION/CETTU JMK LLC JO POLANCO JOAN BAKER DESIGNS, INC. JOAN VASS JOANN MARIE DESIGNS JOCELYN JODHPURI INC JOE BOXER JOE FRANTZ DOUGE JOE'S JEANS JOEY SHOWROOM JOHN BARTON COMPANY JOHN CHAN JOHN MATOUK AND CO., INC. JOHN RITZENTHALER COMPANY JOHN VARVATO STAR USA JOHN VARVATOS ENTERPRISES JOHNNY GOMEZ JOHNSON CONTROLS JOHNSON MOTORS JOHNSTON & MURPHY JOLIE INTIMATES JOLIE, INC. JOLT JONES APPAREL GROUP, USA JONIC DISTRIBUTION NORTH AMER JORDAN LOUIS JORDAN TAYLOR INC JOSEPH A. CO., LLC. JOSEPH ABBOUD JOSEPH DEFILIPPO JOSEPH DEVITO JOSEPH H. MIZRAHI LAW JOSEPH JOSEPH JOSEPH RAFFETTO JOSHUA NELSON JOSMO CHARACTERS JOSMO SHOES JOU JOU JOYCE AU-YEUNG JOYCE MACDONNELL

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JPMORGAN CHASE BANK, N.A. JR286 JS CHINA SOURCING INC JT ROSE & COMPANY, LLC. JUAN MANUEL RIOS VILLANUEVA JUAN SERRANO JUAN VALDEZ JUDITH GELBERT JUDITH RIPKA FINE JEWELRY LLC JUDITH SCHAFFER JUDY DUZICH JUICY COUTURE JUICY OUTERWEAR JULES & JAMES JULIA JORDAN JULIAN SMITH JULIE VOS JULIO RIOS JUMP DESIGN GROUP INC JUNCTION POINT SOFTWARE INC. JURA INC. JUST THREADS JUVEN'S INC. K&Y INTIMATE/SWIM LLC K.WAY KA & F GROUP, LLC KACEY K KADESHA HALL KADESHIA SCALES KAF GROUP KAISER APPAREL, INC. KALEENA SMALLWOOD KALEIGH CONNORS KANGOL KAPITAL K & COMPANY, LLC. KARA BY KARA ROSS KARA JOY KARA ROSS KAREN HARVEY CONSULTING KAREN STOOPS KARINA BABUROVA KARL LAGERFELD KASH APPAREL LLC KASHMERE COMFORTS

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KASSATEX KASTHURI LLC KATAMA KATE SPADE, LLC KATHY FABRIZIO KATHY JEANNE INC. KATSKY KORINS LLP KATY CANALES KATY PERRY KAYSER-ROTH CORPORATION KEECO, LLC KEITH HARING KEITH STARK KEKST CNC KELLWOOD KELSEY NIEVES KEMYER TRAVELWARE KENDALL+KYLIE KENNEDY INTERNATIONAL, INC. KENNETH COLE PRODUCTIONS KENNETH COLE REACTION KENNEY KENNINGTON KENNY MFG. KENSIE ACCESSORIES KENSTAN LOCK COMPANY KERRI CICCHETTI KESHIA SPROSTA KEVIN MALDONADO & PARTNERS LLC KEVIN POWERS KEWEEN MATHIEU KEY EQUIPMENT FINANCE KEYBANK USA KEYPOINT DESIGN KEYSTONE LOCK & SAFE INC. KID DANGEROUS KIDDESIGNS, INC. KIDILIZ GROUP USA. INC. KID'S HEADQUARTERS KIDS PREFERRED, LLC. KIER + J KIMBERELY NGUYEN KIMBERLY TAYLOR KINDER WEAR

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KINETIC KINETIX KING DAVID LINEN INC. KIPLING RETAIL, LLC KIRCH & CO. KIRKLAND & ELLIS, LLP KISSY KISSY LLC KITCHEN-CHIC INC KITSCH KKNY LLC KLONE LAB KNIT RIOT C/O L.A.T., LLC KNL INC. KNOTHEKNOTHE CORP KNOTTY & NICE KNUCKLEHEADS, INC. KOALA BABY KOBI HALPERIN KODIAK TERRA USA KOGROS KOHLS KOMAR INTIMATES KOMAR LAYERING, LLC KOMARK, LLC KOMITOR OUTERWEAR KOOBA KORK-EASE KOUNT INC. KOUPER-FKS INDUSTRIES INC. KOURAGEOUS KIDS KP APPAREL GROUP INC KRAMER + KRAMER KREATIVE CONTENT KRONOS INCORPORATED KRONSTADT KRUPS KS OUTERWEAR K-SWISS INC. KUHN RIKON CORP. KULTIVATE -FO KURT GEIGER -FO KUWALLA KVE K-WAY KYLIE BERNARD

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L & J INTERIORS, INC. L & L EQUIPMENT SERVICES LLC L.A. GEAR INC. L.A.T, LLC L.I. 2000, INC. LA LAB, INC. LA MARQUE LA MINIATURA LLC LA PERLA FASHION INC. LA PERLA NORTH AMERICA, INC. LA REGALE LAC GROUP LTD LACOSTE USA INC. LADIES RED CARPET SWIM LADY JAYNE, LTD. LAFAYETTE NEW YORK 148 LAMB, NICOLINA LAMONT LIMITED LANCEL LANCOME PARIS LANDLORD NEW YORK INC. LANDMARK AMERICAN INSURANCE CO. LANDON SIMPSON LANE ASSOCIATES LANIER LAP USA INC. LAPAULT PARIS LARIOS LARIOSETA LARRY HANSEL CLOTHING, LL LARRY MENTZER LASERGIFTS LATICO LEATHER LATIGO INC. LAUNDRY LAURA ASHLEY LAURA HINNAOUI LAURE LAUREN ARNOLD LAUREN PISANE LAUT DESIGN USA, INC. LAWRENCE MEYER LAZY SUSAN USA, INC. LAZYPANTS LB OPERATING LLC

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LDN CORELLA LTD. LE GROUPE LEMUR INC LE MYSTERE LE PALAIS DE THES LLC LE SPECS LE SPORTSAC LEA GOTTLIEB LEADERSHIP DEVELOPMENT STRATEG LEADING EDGE ADMINISTRATORS LEARNING CURVE LEARNING RESOURCES, INC. LEE ANGEL LEEBER LIMITED LEEWARD INTERNATIONAL, IN LEG APPAREL, LLC. LEG RESOURCE, INC. LEGEND WORKSHOP INC. LEIGH & LUCA NY LEILA'S LINENS LEISURE MERCHANDISE CORP. LEMAX, INC. LEMON LEGWEAR LEMUR GROUP INC LENOX CORPORATION LEO & ZACHARY INC LEON MAX, INC. LEONID GUREVICH LEOTA LES COPAINS LES IMPORTATIONS NICOLE MARCIA LESLIE DANZIS, LLC. LESSEREVIL LLC LEVANTE LEVEL 3 COMMUNICATIONS, LLC. LEVI STRAUSS & CO. LEVINSOHN TEXTILE CO., IN LEVIVEL1206 LF ACCESSORIES GROUP, LLC. LF MEN'S GROUP, LLC. LF OUTERWEAR, LLC. LF USA, INC. LIBERTY MUTUAL (OHIO CASUALTY) LIBERTY MUTUAL FIRE INSURANCE CO. LIFESTYLE PRODUCTS LLC LIFETIME BRANDS, INC.

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LIFEWARE GROUP INC. LIFEWARE GROUP LLC. LIFTLUXE, INC. LIGHTSPEED EXPRESS DELIVERY LIKE DREAMS INC. LIMITED EDITION KIDS LINCOLN TRIANGLE COMMERCIAL HOLDING CO LLC LINDT & SPRUNGLI (USA) INC LINEA PELLE COLLECTION LINEA PELLE INC. LINGERIE HAGO INC. LINTEX LINENS LIPAULT LIPPER INTERNATIONAL INC. LISA CORTI SRL LISA TODD LITTLE MARC JACOBS LITTLE ME LITTLE PEIXOTO LITTLER MENDELSON LIZ CLAIBORNE, INC. LIZA KIM ACCESSORIES LLOYD' TRAVELER SYNDICATE (TRV) LLOYD'S SYNDIATE 2001(AML) LLOYDS SYNDICATE 2468 (NEO) LLOYDS OF LONDON LLOYD'S SYNDICATE 1200 (ARGO) LLOYD'S SYNDICATE 1861 LLOYDS SYNDICATE 1945 (SII) LLOYD'S SYNDICATE 1969 (APL) LLOYD'S SYNDICATE 2003 LLOYDS SYNDICATE 2015 (CHN 2015) LLOYD'S SYNDICATE 33 (HIS) LLOYDS SYNDICATE 382 (HDU) LLOYDS SYNDICATE 4242 (NEO) LLOYD'S SYNDICATE 4472 (LIB) LLOYD'S SYNDICATE ATL LLOYDS SYNICATE 9797 (UUL) LLOYD'S TSB GROUP LMF INDUSTRIES A.L.C. BRAND LOCAL 888 PENSION FUND LOCAL CELEBRITY LOEFFLER RANDAL LOGRHYTHM INC.

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LOLLIPROPS, INC. LOLLY TOGS LOLOI RUGS LOMA SPA LONDON FOG LONDON LUXURY LLC LONDONTOWN LONGEVITY BRANDS, LLC. LONGLAT, INC. L'OREAL USA S/D, INC. LORETTA FOGLIA LOSCHI LOST INTERNATIONAL LOUIS BOSTON FAMOUS DESIG LOUIS INC. LOUIS MALDONADO LOUISE ET CIE LOUISE PARIS, LTD. LOVE IN LOVE TOKEN LOVEAPPELLA LOVESHACKFANCY LLC LR RESOURCES INC LSQ FUNDING GROUP L.C. LT APPAREL GROUP LUCIA BURNS LUCIA MERCADO LUCIANO BARBERA LUCKY BRAND DUNGAREES INC LUG USA, LLC. LUGGAGE AMERICA INC. LUIS PEREZ LULUMARI LUSH CLOTHING LUV BETSEY LUXE ME NOW LUXOTICA USA LLC LUXOTTICA GROUP LUXOTTICA OF AMERICA INC. LUXOURY FLORENCE CORP. LUXURY MARKET LVMH FRAGRANCE BRANDS US, LLC. LVS CAPITAL SERVICE INC. LXR & CO., INC. LXR CANADA INC.

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LXR GROUP LXR INTERNATIONAL LXR LUXE INC. LYDIA STAAB LYONS GOLF & ASSOCIATES LYONS TRADING COMPANY LZ DISTRIBUTION LLC M&G PARTNERS LLP M&S ACCESSORY NETWORK M. BLOCK & SONS M. HIDARY & CO., INC. M. LEEDS MARKETING SVCS. INC. M.A.D. CLOTHING APPAREL LTD. MAC COSMETICS MACKAGE MACY'S MADA MADALUXE GROUP MADBERRY MADDEN GIRL MADE IN ITALY ELLEGI MADEWELL MADISON INDUSTRIES, INC. MAG BRANDS, LLC. MAGASCHONI MAGELLAN RX MAGGY LONDON MAI MAIDENFORM MAIL FINANCE MAIN STREET LOUNGEWEAR MAINSTREAM SWIMSUITS INC. MAISON ROUGE DECOR INC. MAJ INC. MAJE MAJESTIC MAJESTY BRANDS MAJOR MODEL MANAGEMENT, INC. MAK MAKE-UP ART COSMETICS, INC. MAKROTEKS TEXTILE, LLC. MALCOLM & CO., LLC. MALDEN INTERNATIONAL DESI MALIBU SOCIETY MALIBU SUGAR INC.

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MAMIYE BROTHERS, INC. MAMIYE GROUP LLC MAN FEELINGS LTD MANDARIN SQUARE MANDARINA DUCK MANHATTAN BEACHWEAR INC MANHATTAN ENTRPRENEURS GROUP, MANHATTAN TOY MANIERE ACCESSORIES MANITO MANN & BROS INC. MANN & BROTHERS INC. MANUELL & FRANK MANZELLA PRODUCTIONS, INC MAPLE RUGS MAPLES INDUSTRIES, INC MARC FISHER FOOTWEAR MARC FISHER JR BRAND LLC MARC FISHER LTD MARC FISHER, LLC. MARC JACOBS INC. MARC JACOBS, INT'L LLC. MARC NEW YORK MARCELO DUARTE MARCH FISHER MARCHESA MARCHON EYEWEAR, INC. MARCOLIN USA EYEWEAR CORP MARCRAFT APPAREL GROUP MARCRAFT CLOTHES, INC. MARIA CASCIONE MARIA DEL PILAR GARCIA MARIA GIGLIA MARIA VAZQUEZ MARIA, WILTSHIRE MARIANN TUCKER HANDBAGS MARIE GIALLOMBARDO MARIELA VITKINA MARIKA MARILYN MONROE SWIMWEAR MARILYN VERGES MARIMEKKO MARIO MEJIA MARIO VALENTINO YACHT MARION PARKE

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MARK EDWARD, INC. MARK FELDSTEIN & ASSOCIAT MARK LOUIE MARK MCNAIRY, LLC. MARQUETTE COMMERCIAL FINA MARSEL/MIRADOR MARTA MIKEY, LLC. MARTIN DESIGN GROUP, LTD. MARTINE SITBON MARTINEZ, MIGUELINA MARY FRANCES MARY WILLIAMS MASALA BABY INC. MASSIMO DUTTI MASTER TOYS & NOVELTIES INC MATCH - BREAKERS MATHESON TRI-GAS, INC. MATIKO MATT & NAT MATTE FINISH LLC. MATTEL, INC. MATTI MAMANE MAVI & SONS MAVI JEANS, INC MAVRCK MAX & MOI MAX MARA USA MAX SALES GROUP MAX STUDIO MAX'S WHOLESALE, INC. MAYER MAYORE ESTATES LLC MAYTAG APPLIANCES SALES C MAYTAL FASHION, INC. MAZUREK LIPTON LLP MBF HOLDINGS LLC MCARTHUR TOWEL MCCUBBIN HOSIERY, LLC. MD MODA LLC MDC HOUSEWARES, INC. MDM BUSINESS TECH GROUP ME + U ME.N.U. KIDS, LLC MEACCI MECCA ELECTRONICS

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MEDELCO INC. M-EDGE ACCESSORIES MEDIA STORM LLC DBA 99X MEDIACORP WORLDWIDE MEDICAL ASSOCS OF WALL ST MEGAN BAROODY-CULKIN MEGAN CAVE MEGAN CULKIN MEGASAFE MEHDI BURLAUD MEINSTER SEELIG & FEIN LLP MELANGE HOME MELE JEWEL BOX MELISSA MANGUAL MELLISSA & DOUG MELPOMENI GOURDOUKIS MENDOLASCINO LLC DBA CINO MENTALLY EXHAUSTED MERCEDES BENZ FINANCIAL MERCHANDISE LINKED MERCHANT FINANCIAL CORP FOOT MES DEMOISELLES MESSER GROUP, METRO FIRE & SAFETY EQUIP METRO MARKETING METROCOM NYC, INC. METZIAHS, LLC MGT INDUSTRIES, INC MHC SOFTWARE MIA NEW YORK LLC MIA SHOES INC. MIAMI DD 101 BLUE LLC MICAELA EZRA MICHAEL KORS USA, INC. MICHAEL KUSTEMAN MICHAEL KUSTERMANN MICHELLE AGUDELO MICHELLE WILLIAMS MICHELSON'S OF LONDON MICROLAB US MICROSOFT ONLINE, INC MICROSTRATEGY SERVICES CORP. MIDLANTIC COMMERCIAL MIDATL MIDWAY INDUSTRIES

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MIDWEST SERVICE & SUPPLY MIGUEL ORJUELA MIKE ADAMS MIKI MIETTE, LLC MILANO APP LLC MILANO SERIES INTERNAT'L MILBERG FACTORS, INC. MILES BABY MILKANDROSES USA FASHIONS. INC MILLAR ELEVATOR INDUSTRIE MILLE LACS FOODS LLC MILLE LACS MP CO. MILLENIUM APPAREL MILLENNIAL BRANDS, LLC. MILLENNIUM TECHNOLOGIES MILLY-MMJ APPAREL MIMOCO MIMPI USA, LLC. MING YANG CO. MINISOFT, INC. MINKY MINNIE ROSE, LLC. MINOR HISTORY MINXNY MIRA LIGHTING & ELECTRIC MIRACLE SLEEP MIRACLE SUIT MIRAMAR CONSULTING GROUP, INC. MIRIAM HASKELL MISA LOS ANGELES MISS ELAINE MISS V MISS YOU JEANS, LTD. MISSONI MITCHELL'S MITCHIE'S MATCHINGS MIU MIU MIWORLD ACCESSORIES LLC MJ CARLYLE MJ SOFFE CO., INC. MJC INT'L GROUP MJG TRADING COMPANY MJG TRADING CORP MJH FASHIONS LTD MMJ APPAREL INC

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MOBILITY ELEVATOR AND LIFT CO. MODA LUXE MODEL TRAINING CENTER MODEXTIL, INC. MOELIS MOLLA SPACE INC MOLLY TAYLOR MONDANI MONDELEZ GLOBAL LLC MONEYSWORTH & BEST USA INC. MONO COLLECTIONS MONOGRAM INTERNATIONAL MONOGRAM STUDIO, LLC MONSTER PRODUCTS MONSTER, INC. MONTE DEI PASCHI DI SIENA MONTE PASCHI SIENA MONTELPARE SPA MOOD MODELS MOON BOOT MORRISON COHEN LLP MOSAIC BATH AND SPA LLB MOSAICON USA, INC. MOSCHINO MOSHAY, INC. MOSKIDDOS MOTION EAST MOUNT OF OLIVES TREASURES MOUSSA KHALIFIE MOVADO GROUP, INC. MPA SALES MR & MRS ITALY MR APPAREL GROUP MR SWIM MR. JOHN, INC. MR. REBATES, INC. MR. T CARTING CORP. MR. TURK MS INTERNATIONAL LLC MSC INTERNATIONAL MSG CONSULTING INC. MSGM MTNG USA CORP MUCK BOOT COMPANY MUD PIE LLC

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MUDD JEANS MUK LUKS MUNDI DEPT.60 MUNDI WESTPORT MUNOZ, ETHAN MUNRO KIDS MURVAL MUSE MANAGEMENT, INC. MUSTARD SEED MUTUAL SECURITY SERVICES MY MICHELLE MY SUNDAY MORNING MYMIGGO GROUP LTD MYSTIC INC MZ BERGER & CO. INC. N.E. BRANDS, LLC. N.Y. MODEL MANAGEMENT N21 NADEGE AUGUSTE NADRI, INC. NAEEM MEHMOOD NAFTALI INC NAIL & BEAUTY, LLC. NANA JUDY NANCY STRAFACE NANDOG PET GEAR NANETTE LEPORE NAPAPAJRI NARCISO RODRIGUEZ, LLC. NATALIE GORLOVA NATALIE GRAZIOSE NATASHA ACCESSORIES NATIONAL DESIGN PARTNERS NATIONAL GRID NATIVE UNION NATORI - DIV OF DANA NATORI COMPANY, INC. NATURE'S WILD ORGANIC INC NATURINO USA NAU INTERNATIONAL, INC. NAUTICA NAUTICA OPCO, LLC NAY ET AL, INC. NAZIR SHAHID NCB S.R.L.

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NE QUITTEZ PAS NECESSARY OBJECTS INC. NECESSARY OBJECTS, LTD. NEEMA CLOTHING LTD. NELINTON ROSARIO NELLY NUNEZ NERANTZIS, FRANK NES JEWELRY NESTLE USA INC. NESTOR RAMIREZ NETELIXIR, INC NEUW DENIM NEW AMSTERDAM COMMERCE INC. ATHLETIC SHOE NEW COMMERCIAL CAPITAL NEW ENGLAND MOTOR FREIGHT NEW ICON MODELS LLC NEW JERSEY DEPARTMENT OF LABOR NEW TECH MECHANICAL SYSTEMS IN NEW TWIST FOOD NEW WAVE FRAGRANCES, LLC. NEW YORK AMERICAN WATER NEW YORK CITY VACATIONS, INC NEW YORK COUNTY REGISTAR NEW YORK DEPARTMENT OF LABOR NEW YORK DOWNTOWN HOSPITA NEW YORK OPTICAL CASE NEW YORK POPULAR NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE NEWGISTICS - LBX NEXT CENTURY NEXT MILLENNIUM REALTY LLC NEXTIME AMERICA NICK BALAMACI NICK GRAHAM AMERICAN ESSENTIA NICOLE BARCHETTO NICOLE MILLER NICOLSON & NICOLSON CRS NICOPANDA INC NIKE INC. NIKE USA, INC. NIKOLSKY, IRINA NIKON NILI LOTAN

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NINA FOOTWEAR NINE BIRD NINE LIVES NINE WEST HOLDINGS INC NINE WEST SIGNAL BRANDS NINETEEN LLC NIPOC, INC. NIRIA PORTELLA NISSAN MOTOR ACCEPTANCE CORP NJ DIVISION OF TAXATION NJ FLEXOGRAPHY PRINTING LLC NJEDA (NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY) NNH INTERNATIONAL INC NO KA'OI NO SOX NO WORRY'S NOBLITA NOIZE NOLAN ORIGINALS LLC NOMENKLATURA NORDICWARE INC. NORDSTROM NORMA DENMARK NORMAN VEIT NORTH AMERICAN SHOE COMPANY NORTHLAND ALUMINUM PRODUCTS NORTHPOINT TRADING NORTHWEST NORTY NOVARESE SRL NOVENTA GARMENT, LLC. NOW DESIGNS NOXS INC NTD APPAREL, INC NTS W USA. CORP NVMK SALES NY MODEL MGMT INC. NYAM LLC NYC DEPARTMENT OF BUILDINGS NYC DEPARTMENT OF CONSUME NYC DEPT OF FINANCE NYC DEPT. OF BUILDINGS NYC WATER BOARD NYCL ACQUISITIONS LLC

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NYL HOLDINGS, LLC. NYS OFF COURT ADMINISTRAT NYSIF NYU DOWNTOWN HOSPITAL NYWD, INC. NYWD/MONT BLANC O & M NEW YORK, LLC O.C. TANNER RECOGNITION COMP O2 COLLECTION OAKHURST PARTNERS LLC OAKLEY OAMC OFF WHITE OPERATING SOHO LLC OFFICINE CREATIVE OGGI CORP. O'KEEFFE OKEY DOKEY INC OKSANA KOVALOVA OLARTE FOUSARD & CO INC OLD SOLES, INC. OLGA OLIVER PEOPLES OLIVIA MILLER INC. OLLIE'S OLR AMERICA INC. OLUSEGUN COLE OLYMPIA INTERNATIONAL INC OMAHA FIXTURE INTERNATION OMG! ACCESSORIES ON GOSSAMER ON TARGET STAFFING LLC ON TWELFTH ONE JEANSWEAR GP ONE NORTH PARK PLACE ONE NORTH PARK, LLC ONE STEP UP ONIA LLC DBA BODY GLOVE SWIM ONTEL PRODUCTS CORP. ONWARD LUXURY GROUP INC ONWARD RETAIL, LLC. ONWARD SEARCH, INC. OPEN TEXT INC. OPENING CEREMONY OPERATIONSINC OPTAROS INC.

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ORACLE AMERICA, INC. ORAGE ORIENTAL ACCENT INC. ORIGINAL PAPERBACKS ORIGINAL PENGUIN ORIGINS NATURAL RESOURCES ORIN MALATSKEY ORION PHOTO IND. INC. ORKIN EXTERMINATING ORKIN, LLC ORLY SHOES OROCLONE OSAGE FOOTWEAR OSH KOSH B GOSH OTIS ELEVATOR COMPANY OTTOD'AME OUTDOOR VOICES OUTERSTUFF OUTLOOK OUTLOOK EYEWEAR COMPANY OVADIA AND SONS OVED GROUP OVED PREMIUM LLC OVERLAND TRAVELWARE OWEN LINDQUIST OWENSCORP USA LLC OXFORD APPAREL A DIVISION OF L OXO INTERNATIONAL LTD. P&G P&H TRADING INC. P.A.R.O.S.H P.I. DESIGNS P.T.S. AMERICA, INC. P2F HOLDING DBA CARLEN EN PABLO VARGAS PACIFIC COAST LIGHTING PACIFIC LOGISTICS CORP. PACIFIC TRADE INT'L YANKEE CAN PACKWORKS, LLC PAIGE BY PAIGE NOVICK PAIGE PREMIUM DENIM PAIGE, LLC PAISLEY & GREY PAJAR PAJAR CANADA

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PAJAR DISTRIBUTION LTEE PALAIS DE THES LLC PALM SERVICES PALMER TRADING COMPANY CORP PAMELA PLUMMER PAN OCEANIC EYEWEAR PANACEA PANASONIC CONSUMER ELECTR PANDA DIPLOMACY PANNEE GROUP INC. PANORAMA TOURS INC. PAPER HART PAPER PLANES IP HOLDINGS LLC PAPERCUT CLOTHING PAR MARR & ASSOCIATES, LLC. PARAGON PARAMETER PARAMOUNT APPAREL INT, INC. PARAMOUNT COFFEE CO. PARFUMS BOUCHERON PARFUMS GIVENCHY PARIGI GROUP LTD. PARK AVENUE INT'L PARK AVENUE WHOLESALE PARK FRAGRANCE LLC PARKSIDE FIRE & SECURITY, INC. PARTHENON GLASS INC PASTOURELLE INC. PASTOURELLE LLC PAT BO PATCH PRODUCTS, INC PATHWAY PATRICIA SPRATT PATRICIA STELLA PATRIZIA LUCA PAUL & JOE NY, INC. PAUL FEY PAUL FRANK SWIM PAUL KHAJENOORI PAUL SMITH INC. PAULA RAMOS PAULO CASSIO CABRAL PAVLO TEREKHOV PAZ INTERIORS INC. PB FOOTWEAR

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PBS HOME GOODS LLC PCM TECHNOLOGIES LLC. PCNMICRO CORP. PDQ.COM PEACE OF CLOTH PEACOCK APPAREL GROUP PEEK-A-BOO TOYS PEEKING HANDICRAFT PEELED INC PEELED SNACKS PEERLESS CLOTHING INTL, I PEERLESS CLOTHING, LTD. PEGASUS HOME FASHIONS, INC. PEK PRESERVATION SYSTEMS PEKING HANDRICRAFT, INC. PELHAM LEATHER GOODS LTD PEM AMERICA, INC. PEMCO PENCEY PENFIELD PENGUIN PENGUIN CROSSWINDS PENNSYLVANIA DEPARTMENT OF REVENUE PENSKE TRUCK LEASING CO PERCY I ALBAN CHUQUIPOMA PEREGRINE PERLIER INC PERRY ELLIS MENSWEAR, LLC. PERSOL PERUGINA PESERICO USA INC PETER GRIMM LTD PETER MANNARINO PETIT BATEAU LES ESENTIEL PETLIFE, LLC. PHANTOM CHEF PHANTOM HOUSEWARE LLC PHIDAL PUBLISHING INC. PHILADELPHIA PHILIP WHITNEY LTD. PHILLIPS VAN HEUSEN CORP. PHILOSOPHY PHOENIX HOLDINGS (1935) LLC PHOENIX SALES & DIST, INC.

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PIEGE PIER ANTONIO GASPARI PILY Q PINC PREMIUM PINE CONE HILL PINK N BLUE INC. PIPP MOBILE STORAGE SYSTEMS, I PJ SALVAGE PLANET BEACH CORP. PLANET HEADSET PLANET SOX PLY CASHMERE PM FACTORS INC. PODELL SCHWARTZ POEME BOHEMIEN POINT ZERO MIL.IDEE INC. POLAR BOTTLE POLAROID POLLINI POM POM AT HOME POOF APPAREL POOL CLOTHING CO. POP GOURMET LLC POP IC POPPIN, INC. POPTIME LLC POPTIME SNACK BRANDS LLC. POPULAR BATH PRODUCTS PORT AUTHORITY OF NY & NJ PORTMEIRION USA POS REMARKETING GROUP POSH INTERNATIONAL POSH TECH LLC POST CARD POW WOW PRODUCTS POWERREVIEWS, INC. PPI APPAREL GROUP PRADA PRECIDIO INC. PRECIOUS HOME GOODS LLC PRECISE PLUMBING, INC. PRECISION CRAFT PREMIER BRANDS GROUP HOLDINGS PREMIER BRANDS OF AMERICA PREMIER HOME IMPORTS

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PREMIER SUPPLIES USA, INC PREMIUM 5 KIDS LLC PREMIUM IMPORTS PRESCRIPTIVE MUSIC, LLC. PRESENT TIME INC PRESERVINO PRESTIGE PRESTIGE FASHION, INC. PRESTIGE PET PRODUCTS OF FTEC PRETTY POLLY PRIMA DONNA PER CARRIERS PRIMARY CONTROL SYSTEMS, INC. PRIME BUSINESS CREDIT, INC. PRIME HEALTH PRIME MARKETING AND SALES PRIME MARKETING LTD. PRINCE PETER COLLECTION PRINCESS INTERNATIONAL PRINCIPAL PRINT & CONTRACT, INC. PRISCILLA PARRA PRIVA (USA, INC.) PRIVATE BRANDS LLC PRIVO PRO MEDICAL, LLC PRO SERIES APPAREL PROCTOR SILEX PRODIGY BRANDS, LLC. PRODUCT ARCHITECTS, INC. PROENZA SCHOULER, LLC. PROFOOT INC PROGRESSIVE INTERNATIONAL CORP PROJEK RAW USA INC. PRO'S CHOICE BEAUTY CARE INC. PROSKAUER ROSE LLP PROTECTION ONE ALARM MONITORIN PROVENCE MARKETPLACE PRPS JEANS PSE&G PSEGLI PTS PTX PERFORMANCE PRODUCTS INC PUBLIC ART APPAREL, LLC PUBLIC BEACH PUIG USA, INC.

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PULSAR PUMA ACCESSORIES N.A., LLC. PUMA KIDS APPAREL N.A. LLC PUMA UNITED NORTH AMERICA LLC PUMP EXPRESS PUNCH STUDIO PUNK ROSE PUNTO PURE ACCESSORIES PURVA DESIGNS INC PVH ACCESSORIES PVH CORPORATION PVH LEGWEAR LLC PYA INPORTER LTD. PYA USA PYMA Q MANA QBE HOLDINGS QBE SPECIALTY INSURANCE COMPANY QUAGGA ACCESSORIES, LLC. QUALITY FRAGRANCE GROUP QUALITY IMAGING SERVICES QUALITY KING DIST INC QUANTUM CONCEPT, INC. QUARTZ CO. QUAY AUSTRALIA QUAY EYEWARE INC QUE MANAGEMENT, INC. QUEENAHZINGAH LEWS QUEST USA CORP QUINMAX INC. QUINN APPAREL, INC. R SQUARED SALES & LOGISTICS R&D BRANDS LLC R, MINKOFF R.J. GRAZIANO R.M. FASHIONS RABINDRANUTH ROHIT RACHEL FEINGOLD RACHEL ROY FASHIONS RACIL C LIMITED RAFAEL ALLENDE RAFAEL SOCHAKOV RAFAELLA

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RAFFI RAG & BONE INDUSTRIES, LLC. RAGA MAN RAGDOLL & ROCKETS RAINS OUTERWEAR RAINS USA INC. RAJ MANUFACTURING RAKUTEN REWARDS RALPH CLARK ASSOCIATES RALPH FRIEDLAND & BROS. RALPH LAUREN RALPH LIBONATI CO. RAMALLAH TRADING CO, INC. RAMALLAH TRADING CO. LLC RAMBLERS WAY FARM LLC RAMOSPORT RAMPAGE RAMPART BROKERAGE CORP. RANDA ACCESSORIES RANDA CORPORATION RANDA LUGGAGE, INC. RANEES MIAMI RANI ARABELLA RAPID PUMPS & METER SVC C RARE EDITIONS RATTI ERRE RATTI SPA RAVIYA, INC. RAYBAN RAYMOND GINDI RAYMOND GINDI 2012 GENERATIONAL TRUST RAYMOND OF NEW JERSEY LLC RD INTERNATIONAL REAL UNDERWEAR, INC. REBECCA MCLOUGHLIN REBEL JAMES AND CHARLIE REBELETTE INT'L TRADING C RECOTON CORPORATION RECYCLED KARMA BRANDS, LLC RECYCLING EQUIPMENT SERVICE RED AND BLUE RED CARDINAL ARTISTS LLC RED CARTER RED MILL FARMS LLC

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RED MODEL MANAGEMENT REEBOK INTERNATIONAL, LTD. REFINEDKIND PET PRODUCTS REFLEX PERFORMANCE RESOURCES I REGAL HOME COLLECTIONS REGAL HOME PRODUCTS REGENCY ENTERPRISES, INC. REGENCY INTERNATIONAL REGENCY LIGHTING REIKO WIRELESS REISS RELIABLE OF MILWAUKEE RELIDE REALTY CO., LLC. REMCODA LLC REMINGTON RE-MIX CLASS VINTAGE FOOT RENAISSANCESTYLE, INC. RENDITIONS BY REESA RENE LEZAR FASHION RENEE FLETCHER RENFRO CORP. REPUBLIC BUSINESS CREDIT REPUBLIC CLOTHING GROUP INC. REPUBLIC SERVICES RESPEKT WEAR RESTORATION HARDWARE, INC. RESUME RETRO BRAND REUNITED CLOTHING REUNITED LLC REVISE CLOTHING REVMAN IND. REVMAN INTL RG APPAREL GROUP CORP RGA LEATHERWORKS RGIS RICARDO BEVERLY HILLS RICHARD GINORI 1735 INC. RICHER POORER, INC. RICK OWENS RICOH AMERICA'S CORPORATI RIG BROTHERS LLC RIGHT CHOICE COFFEE RILIEVI USA INC RIOT

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RITUALS COSMETICS RITZ RITZY PAW PET PRODUCTS L RIVIERA CLUB LLC RIVIERA CONCEPTS OF AMERI RIVIERA FINANCE OF TEXAS, INC. RIVIERA INC. RIVIERA SUN, LLC. RIVIERA TEXTILES CORP RIZTEX (USA) INC. RJ BRANDS LLC RME STUDIO, INC. RMLL CORP DBA CAROLE WREN RMS FASHIONS ROAR ROBERT CAVALLI ROBERT CLERGERIE AMERICA, INC. ROBERT COHEN ROBERT GRAHAM DESIGNS LLC ROBERT H. HAM ASSOCIATES ROBERT ROSE ROBERT ROTHSCHILD FARM ROBERTO COLLINA ROBINSON HOME PRODUCTS, INC. ROC NATION APPAREL GROUP LLC ROCHAMBEAU LLC ROCHELLE L. ABADY FAMILY 2005 TRUST ROCHESTER SHOE TREE CO. ROCK FIT, LLC. DBA MARIKA ROCKET DOG BRANDS LLC. RODEL USA RODEL USA, INC. ROFFEE ACCESSORIES, INC. ROGAN, LLC. ROGUE ROKIT ROKOKO ROLAND MOURET ROMAN RENEDO ROMANOV TRADING ROMAR INTERNATIONAL RONNI SAFDIEH 2004 FAMILY TRUST RONNI SAFDIEH 2004 INSURANCE TRUST ROOF SOLUTIONS INC. (RSI)

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ROSALIND HANNA ROSENTHAL & ROSENTHAL, INC. ROSETTA GETTY LLC ROSETTI HANDBAGS ROSS ROSSIMODA USA ROTAVELE ELEVATORS, INC. ROTHCHIL ROUGE JARDIN ROUGH ROSES ROUTE TO INDIA LLC ROYAL CONNEXIONS ROYCE TOO LLC RPS INC. RR ENTERPRISES RRNY ENTERPRISES, LLC. RROPCO LLC RSVP INTERNATIONAL RTR PACKAGING RTS INTERNATIONAL RUBRA RUGGED EQUIPMENT RUPERT SANDERSON RUTH GINDI RUYI DESIGN & MANUFACTURE INC. RVN RW FOOTWEAR INC RYA COLLECTION RYGY SWIMWEAR RYTHMOS S ROTHCHILD & CO, INC. S&A DISTRIBUTION, INC. S&C BRIDAL, LLC. DBA US ANGELS S.L. FASHIONS, INC. S.L. HOME FASHIONS, INC. S.S SARNA, INC SAATY CORPORATION SABRA ASSOCIATES LLC SACATELLE LLC SAECO USA SAFAVIEH SAFE FOOD CORPORATION SAFE SKIES TSA LOCKS SAFILO USA

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SAGE GLOBAL GROUP LLC SAGEBROOK HOME SAGEFLO INC. SAINT LAURENT SAKAR SAKELE BROTHERS, LLC. SALANT/PERRY SALLIE-ANN REGA SALLYPORT COMMERICAL FINANCE SALON EXCLUSIVES OF NEW YORK I SALONI SALT & PEPPER CLOTHING, INC. SALTON AT HOME/INGRAM SALTY, INC SALVATORE FERRAGAMO SAM & LIBBY SAM EDELMAN SAM HEDAYA CORPORATION SAM SALEM & SON, LLC SAMANTHA CORNACCHIO SAMSONIC TRADING CO. INC. SAMSONITE CORPORATION SAMSONITE, LLC. SAMSUNG C & T AMERICA INC SAMSUNG ELECTRONICS OF AMERICA SAMUEL VERA SANCTUARY BRANDS, LLC. SANDRA DE SOUSA SANDRO SANDYLION STICKER DESIGNS SANGRIA DRESSES SANS COMPLEXE SANTA'S WORKSHOP, INC. SANTORI, INC. SANYO ENERGY (U.S.A) CORP SARA LEE KNITS SARA SARA SARAH ELLE HOME LLC SARAH FIORELLO SARAH PACINI SARGENTS COMPANY SARINA ACCESSORIES LLC SARO TRADING COMPANY SARRIS CANDIES SAS LEDERER

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SASHA HANDBAGS, INC. SATURN BUSINESS SYSTEMS, INC. SAUL EWING ARNSTEIN & LEHR LLP SAUVAGNON ENTERPRISE SAVE THE DUCK SC OF NEEDHAM SCALA SCANDALE SCATOLA SCENTS & FEEL SCHINDLER ELEVATOR CORP. SCOOP MANAGEMENT LLC SCOPRI SRL SCOTT SACCO SCS DI VINCENZO FAVACCIO SDI TECHNOLOGIES INC. SDM GLOBAL INC. SEASONS DESIGN SEATTLE PACIFIC INDUSTRIE SEBASTIEN LESAGE SECAUCUS BLUE LLC SECAUCUS FIRE INSPECTOR SECRET CELEBRITY SECRET FASHION LLC SECRET SAUCE PARTNERS SECURITY SERVICES LLC SED INTERNATIONAL, INC. SED LEHROFF INC SEE THRU SOUL SEE USA TOURS, INC. SEIKO CORPORATION OF AMER SELECT STAFFING FOR THE BEN OF SELECTED DENIM SEM KIDS DESIGN LLC SEMPACH SEN 35 INC. SENSUAL INC SENTRY AUTOMATIC FIRE PROTECTI SEQUEL INTERNATIONAL, INC SERGE BLANCO USA SERGIO ROSSI SERGIO TACCHINI SETTINGS BY MONA, INC. SEVEN 7 JEANS SEVEN FOR ALL MANKIND

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SEVEN LICENSING COMPANY L SEWING COLLECTION, INC. SFERRA BROS. SFERRA FINE LINENS LLC SG FOOTWEAR SG GLOBAL TRADE SGI APPAREL INC. SHAKA WOODRUFF SHALOM INTERNATIONAL CORP SHANI LIMITED SHANTEX GROUP, LLC. SHARAGANO SHARON SMITH SHARP LOTS SHARPER IMAGE SHATONIA SHEPPARD SHAYNE INDUSTRIES SHEAFFER PEN CORP SHEDRAIN SHELDON LOBEL SHEREEN CAMPBELL SHERI BERLAND SHERYL HAUT, M.D. SHIFF, IGOR SHINESTAR SHIRALEAH SHIRIN MOTAMEDZADEH SHIRT PASSION SHISEIDO AMERICAS CORP. SHU BERGMAN SHURE PRODUCTS SI PRODUCTS, LLC. SIDECAR INTERACTIVE, INC. SIDNEY ELECTRICAL CONTRAC SIEMENS INDUSTRY, INC. SIF SIGERSON MORRISON SIGNAL PRODUCTS SIGNATURE BUILDING SYSTEMS, IN SIGNCRAFT SCREENPRINT INC. SILHOUETTE DBA 6126 SILHOUETTE, LLC. SILICONE VALLEY SILLS CUMMIS & GROSS P.C. SILLS CUMMIS & GROSS. PC

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SILVER ONE INTL SILVIA CALDON SIMON PROPERTIES SIMON PROPERTY GROUP, INC. SIMPLE SYRUP DESIGN HOUSE SIMPLY WHIMSICAL, LLC. SIMPRO SINDY SCIARILLO SIXTYSEVEN/MTNG SKC & SONS INC. SPORT SKULLCANDY, INC. SKYLAR SKIN INC. SLADE INDUSTRIES, INC SLATE AND STONE CLOTHING SLD LIGHTING SMALL VANITIES LLC SMART WOOL SMARTWORKS CONSUMER PRODUCTS SMASHBOX BEAUTY COSMETICS SMCMUA SMCP USA, INC. SME CONSOLIDATED DBA GENERATIO SMITH, LORETTA SML LTD SML SPORT LTD. SMOLTRISKY, DELI SNEAK PEEK SNEATWORK, INC. SOBEL SOFFE SOFFT SHOE COMPANY, LLC. SOFT-TEX MANUFACTURING CO. SOFTWARE DEVELOPMENT INC. SOL ANGELES SOLGAARD DESIGN INC. SOLID & STRIPED LLC SOLO FASHION SOLO TIME INC. SOLUDOS, LLC. SONDRA ROBERTS INC SONEY COMMERCIAL PROP MANAGEMT SONIA FORTUNA SONJA BY SONJA MORGAN SONJA PRODUCTIONS LLC

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SONY SONY ELECTRONICS INC. SOSKEN SOUL ARTIST MANAGEMENT SOULSTAR USA INC SOUNDGIRL SOURCING NETWORK INTERNATIONAL SOUTHEAST ASIA FASHION, INC SOUTHERN TELECOM, INC. SOUTHERN TIDE SOUTHSTAR CAPITAL SOUTHWICK APPAREL SOVEREIGN CODE SOXLAND INTERNATIONAL INC SOY ESSENTIALS LLC SPANX INC. SPARKLES RHINESTONE LLC SPAROOM SPECTRA FINANCIAL SERVICES SPECTRA MERCHANDISING INT SPECTRUM BRANDS, INC. SPECTRUM ON BROADWAY SPECTRUM SIGNS SPEEDIMPEX SPENSE SPINDLE & CANISTER SPIRIT LEATHERWORKS SPIRIT LINEN, INC. SPLASH HOME SPLENDID DELTA GALIL SPLITS FIFTYNINE SPORTS PRODUCTS OF AMERICA SPRING SWITZERLAND USA SPRINGS BRANDS, LLC SPRINGS CREATIVE PRODUCTS SPRINGS GLOBAL, US SPRINT SPROUT SPYDER SRETSIS SRP APPAREL GROUP INC. ST HONORE ST. EVE KOMAR ACQUISITION LLC. STAFF INTERNATIONAL STAFF USA, INC.

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STAGE STANCE STANDARD ELEVATOR CORP. STAPLE DESIGN STAPLES BUSINESS ADVANTAGE STAR CHILDRENS DRESS CO, INC. STAR DENIM SALES LLC STAR FUNDING STAR MELA STAR OF DAVID STAR RIDE KIDS, INC. STARLAND INC. STARR INDEMNITY & LIABILITY CO. STARR SURPLUS LINES INSURANCE CO. STATE ARTIST MANAGEMENT, LLC STATE OF GRACE STATE OF NEW JERSEY STATE OF NEW JERSEY - DIVISION OF TAXATION STATE OF NEW JERSEY - URBAN ENTERPRISE ZONE AUTHORITY STATUS MENS ACCESSORIES STEADFAST INSURANCE CO. STEFANIA MODE SRL STEFANIE RABINER STEFANIE RUSSO STEFANO GAMBA STEIN MART STEIN WORLD LLC. STELLA COVE LLC STELLA MCCARTNEY STELLA STAR STEP & STRIDE STEPHANIE B STEPHANIE DISTEFANO STEPHANIE GREENE STEPHANIE LOKKER STEPHANIE STAGL STERLING FACTOR STERLING INTIMATES STERLING NATIONAL BANK STERLING NATIONAL FACTOR STETSON STEVE BELSITO SONS, INC STEVE LIRA

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STEVEN MADDEN LTD. STEVEN NATER STOCK SUPPLY CO. STOCKINGIRL LEGWEAR INC STOREBOUND LLC STORYLINE INDUSTRIES, INC. STREET LEVEL STRETTO STREVER FINANCE, LLC. STRIDE RITE STRIKE ENTERPRISES LLC. STRIVECTIN STRIVERS ROW STUART WEITZMAN STUDIO I STUDIO NAZAR INC. STUDIO SILVER SMITHS STUPELL INDUSTRIES STUTTERHEIM STYDAHAR ASSOC. STYLE HOUSE/LIZA KIM STYLE MELODY DBA LOVE TREE STYLE MELODY INC. STYLE NETWORK AMERICA STYLELINE STUDIOS STYLEW STYLEWEST STYLEWISE (UK) LTD SUB_URBAN RIOT SUBSTANCE OVER FORM, INC. SUCRE D'ROGE SUE JUNG KIM SUEZ WATER NEW JERSEY SUGAR LIPS SUGAR PLUM NY SUGURAY SUMITOMO MITSUI FINANCE SUMMIT ACCESSORIES INC SUMMIT FINANCIAL RESOURCES, L. SUN LIFE SUNBEAM PRODUCTS, INC. SUNDESA, LLC. SUNHAM HOME FASHIONS, LLC. SUNRISE MILLS (MLP) SUNSHADES EYEWEAR USA LLC

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SUNSHINE FASHIONS INC SUNSIGHTS SUNSPORT USA SUNSTAR INDUSTRIES SUPERDRY WHOLESALE, LLC. SUPERIOR HARDWARE PRODUCTS SUPPLY CHAIN SERVICES, LLC. SUPREME HOUSEWARES SUPREME INTERNATIONAL. LLC. SURELL ACCESSORIES SURF 9, LLC SURYA SUSAN TRAPP SUSQUEHANNA BANK, MD SUTTON HOME FASHIONS SUZETTE COLLECTION SVEA SIMPLICITY IMPROVED AB SWANK, INC. SWARI TECHNOLOGY INC SWAROVSKI SWAROVSKI FINANCIAL SERVICES SWAT FAME, INC. SWATCH SWEDISH STOCKINGS SWEET CAKES SWEET RAIN APPAREL, INC. SWEET ROMEO SWEETHEART JANE SWIMWAYS SWISSCO LLC SWISSIES SYDNEY CHAO SYNCLA SYNCLAIRE BRANDS SYNNEX CORP T TAHARI T&J VESTOR AMERICA, INC. T. F. MERCHANDISING CORP. T.FAL TABARONI CASHMERE TABITHA SIMMONS TACCULAR, MATTHEW TAG MANUFACTURING TAHARI ASL, LLC. TAILGATE CLOTHING/TODD SNYDER

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TAILOR BYRD TAILOR VINTAGE TAIUSA INC. TAKEOUT/SPICY TALENT RESOURCES TALLIA TALUS CORP. TAMICE INC. TAMMY MARS, INC. TARA TOY CORP. TARHONG TASHINA HALL TATARA GROUP TAXI TOURS INC. TAYLOR, DANNY & NI T-CHRISTOPHER TEAM CREATION GROUP INC. TEAM INT'L GROUP OF AMERICA TECH DATA CORP TED BAKER LTD. TEE INK TEE LIBRARY TELCO EXPERTS LLC TEMPUR-PEDIC TEN WEST APPAREL, INC. TERESA RODRIGUEZ TEREZ TERI JON SPORTS INC TERRAMAR SPORTS, INC. TESHEENA DEJOIE TEST RITE PRODUCTS CORP. TEVA TEXTILE CITY, INC. TEXTILES FROM EUROPE TF MERCHANDISING DEPT.71 TFORCE FINAL MILE, LLC TFP THAMES & KOSMOS THATCHERS GOURMET SPECIALTIES THATCHERS POPCORN THE ADONI GROUP THE APPAREL GROUP-PAPERWH THE ART OF SCRIBBLE THE BOYS MODEL MANAGEMENT THE BRAND PASSPORT, INC

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THE BREAKERS PALM BEACH, INC. THE BRITISH APPAREL COLLE THE C.I.T. GROUP FACTORIN THE CAYRE GROUP, LTD. THE CIT GROUP THE COCA-COLA BOTTLING CO THE COLLECTED GROUP THE COMPANION GROUP THE CONNORS GROUP THE COOKWARE CO. (USA), LLC THE DANN LAW FIRM COM THE DEX GROUP THE DREW PHILIPS CORP THE ECHO DESIGN GROUP, INC THE ELLENBURG CHAIR CO. THE ENVISAGE GROUP THE FLORSHEIM SHOE CO. THE GEVRIL GROUP THE GLOVE SOURCE, INC. THE GOODKIND GROUP THE GREAT EROS THE HELMAN GROUP, LTD. THE JL TRADING GROUP INC. THE JONES GROUP THE KOOPLES THE LAUNCH PAD THE LEAL LAW FIRM P.A. THE LEVY GROUP THE LINE II PTY LTD. THE MAMIYE GROUP, LLC. THE MANHATTAN GROUP, INC. THE MARKUSE CORP THE MAX LEATHER GROUP THE METALWARE CORP. THE MIRACLE GROUP THE NEWS INC. THE NUTS SHOP LLC THE OGILVY GROUP, LLC THE ORIGINAL SWIMWEAR COMPANY THE RETAIL PROPERTY TRUST THE SOCIETY MODEL MANAGEMENT, THE SWATCH GROUP (US) INC THE TIME FACTORY THE TOWN OF MORRISTOWN THE TRAFALGAR COMPANY

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THE WEEKS-LERMAN GROUP, L THEO AND SPENCE THEORY LLC THERESA DILORENZO THERMOS LLC THINK PR, INC. THOMAS DEAN & CO. THOMAS FUCHS CREATIVE, LLC. THOMAS PINK THOMPSON FERRIER, LLC THOMSON, INC THREAD COLLECTIVE INC. THREAD SOCIAL THREAD, LLC. THREADS 4 THOUGHT THREEBYONE USA LLC THRO - THROAT THREADS APPARAL THYSSENKRUPP ELEVATOR COR TIAN MA (USA) INC. TIARE HAWAII TIBI TIGER MIST TRUST TIGERSPRUNG INC TIMBERLAND TIME WARNER CABLE INTL TIME WARNER CABLE OF NYC TIMES ARROW TIMES THREE CLOTHIER LLC TJX T-MOBILE TMRW TMRW STUDIO TO BOOT NEW YORK, INC. TOBY ENTERPRISES II CORP TOBY NYC TODD SNYDER TOD'S TOKIO MARINE TOKIO MARINE & NICHIDO FIRE TOM & TEDDY PTE LTD TOM AND TEDDY TRADING, INC. TOM FORD WINSLOW TOMGAL LLC DBA ROBIN RUTH TOMMY BAHAMA TOMMY HILFIGER

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TOMS SHOES LLC TOMY INTERNATIONAL, INC. TONIANN BELLAFIORE TOO GOOD GOURMET TOO SWEET TOP NOTCH PRODUCTS TOP TRENZ, INC. TOPGRADE SPORTSWEAR LTD TOPO DESIGNS TOPSONDOWNS OF CALIFORNIA INC TORINO LEATHER COMPANY TORKIA INTERNATIONAL, INC TORY BURCH, LLC TOSCANO TOTES INC. TOTES ISOTONER CORP TOV FURNITURE TOWN AND COUNTRY LINEN CORP TOWN OF SECAUCUS TOWNLEY INC. TRACTOR JEANS TRACTOR TOPS TRAFALGAR TRAFFIC VIOLATIONS PLEA NYC#12 TRANE U.S. INC TRANSATLANTIC FASHION PARTNERS TRANSPAC IMPORTS, INC. TRANSPARENT FOOTWEAR TRANSPERFECT TRANSLATIONS INTE TRANSPLACE TEXAS, LP TRANSPORTATION ALLIANCE BANK TRASNWORLD TRAVELERS CLUB LUGGAGE, INC. TRAVELON TRAVIS MATHEW LLC TREASURE ROCK TREBBIANO DBA SHOWROOM 35 TRENDS CLOTHING CORP. TRESICS TRESOR TRETORN TRG GROUP TRI COASTAL DESIGN TRILUXE APPAREL GROUP, INC. TRIMAX SPORTS INC.

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TRIMFOOT CO, LLC. TRINA TURK SWIM TRINITY TRIPLE 7 GLOBAL, INC. TRIPLE ACCESSORIES, INC. TRIUMPH APPAREL CORP. TROPICAL SPORTSWEAR INT'L TROPICAL VALLEY FOODS TROUBADOUR TRUE BLUE ASSOCIATES LLC TRUE FABRICATIONS TRUE RELIGION TRUNK TRUSSADRI TRUTH INDUSTRIES TSF NY INC TUCKER BY GABY BASORA, INC. TUMI, INC. TURKO TEXTILE LLC TURNBULL & ASSER TWEEZERMAN INTERNATIONAL TWELFT TWELFTH ST BY CYNTHIA VINCENT TWICE TWIG AND ARROW TWINS ENTERPRISES TWO LOOPS INC. TY INC. TYCO INTEGRATED SECURITY, LLC. TYPHOON HOMEWARES U.F. FACTORS CORP. U.S. CUSTOMS SERVICE U.S. POLO UE BERGEN MALL OWNER, LLC. UFCW LOCAL 888 UFCW LOCAL 888 AND EMPLOYERS UGG ULINE ULTIMATE HOMEWARE UMA ENTERPRISES INC. UN DEUX TROIS UNDER ONE SKY UNEMPLOYMENT SERVICES UNICAL ENTERPRISES

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UNIFIED, INC. UNION BAY UNION SETA UNIPOWER LLC UNIQUE PETZ INC. UNISA FISHER WHOLESALE LLC UNISOURCE, INC. UNITED CAPITAL FUNDING CO UNITED FAMILY TRADING CORP. UNITED FOOD AND COMMERCIAL WORKERS LOCAL 888 UNITED FOOTWEAR GROUP, INC. UNITED INSURANCE CONSULT. UNITED LEGWEAR CO. LLC UNITED MANUFACTURERS GROU UNITED PAPER & CRAFT LLC UNITED PARCEL SERVICE UNITED STATES LUGGAGE UNITRENDS UNITRENDS USA, INC. UNITREX LTD UNIVERSAL ENVIRONMENTAL CONSUL UNIVERSAL PERFUMES & COSMETICS UNSIMPLY STITCHED UPD, INC. UPLAND APPAREL INC. DBA KATAMA UPPER CANADA SOAP & CANDLE URBAN CAMOUFLAGE BRIGADE....IZ URBAN EXPRESSIONS INC. URBAN OUTFITTERS INC. URSULA GADSDEN US ELECTRONICS US HOME BRANDS, LLC. US INTIMATES LLC US POLO US POLO ASSN USA DESTINO LLC. USA LEGWEAR USA UNDERWEAR LLC USI INSURANCE SERVICES USPA ACCESSORIES DBA CONCEPT O UTZ QUALITY FOODS V 1969 ITALIA BY VERSACE V. FRAAS V.S. SPORT LTD.

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VALENCIA IMPORTS VALENTINO BY MARIO VALENTINO VALERIE PAOLINI VALLEY STREAM GREEN ACRES, LLC VAN HEUSEN VAN STRY VAN ZEELAND INC. VANDALE INDUSTRIES, INC. VANDERBILT HOME PRODUCTS, LLC. VANESSA SUAREZ VANITY FAIR VANITY ROOM, INC. VAYYU LTD VCJS, LLC. VELVET VENDLI VENORA C. RAYSIDE VERIZON CABS VERIZON WIRELESS VERSACE PROFUMI USA LTD VERSACE USA, INC. VERSATILE SERVICES, LLC. VERSO BRAND HOLDINGS, LLC. VERTIGO INTERNATIONAL VERVET BY FLYING MONKEY VESTURE GROUP INC. VF OUTDOOR, INC. VF SPORTS VIA SPIGA OUTERWEAR VICENZI USA INC VICTOR COMPANY INC VICTORIA CLASSICS VICTORIA PADUANI VICTORIA ROYAL VICTORINOX SWISS ARMY, INC. VIDA INTERNATIONAL VIDA SHOES INTERNATIONAL, INC. VIGOSS JEANS MISS V VILAGALLO RETAIL SL VILEBREQUIN VINCE CAMUTO LLC VINCE, LLC. VINEYARD VINES VINICIO SRL VINTAGE HAVANA

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VINTAGE HOME INC. VINTAGE SUMMER LLC VIOLET DEL MAR, INC. VIRGINIA GIFT BRANDS YANKEE CA VIRGOWILL AMERICA CO., LT VISION EXPRESS ENTERPRISES LLC VISTA VISUAL GROUP VITAL APPAREL CORP. VITAL PROTEINS LLC VITEL ELECTRONICS, INC. VIVA BAGS OF CALIFORNIA VLC / CITIZEN VLC DISTRIBUTION VOGUE VOLCANICA CAND VOOM GROUP, INC. VORNADO BERGEN MALL LLC VSAI VZI INVESTMENT CORP. W.M.S. TRADE GROUP, INC. WACOAL AMERICA INC WAHL CLIPPER CORP. WAITES, BERNADETTE WALTER BAKER BPC2 LLC WANTED WARNACO INC WARNERS WASABI+MINT WASHINGTON, LORETTA WASTE CONNECTIONS OF NEW YORK WASTE MANAGEMENT OF NEW J WAVERLY WC HOME FASHIONS WE INTERNATIONAL, INC WE NORWEGIANS N.A. INC. WEAR IT TO HEART WEATHER TAMER KIDS WEATHERPROOF GARMENT CO. WEATHERPROOF VINTAGE WEBHELP LOGBOX USA INC. WEBSTER LOCK & HARDWARE WEBWAY ASSOCIATES LLC WEEKEND WEEPLAY WEG AND MYERS, P.C.

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WELLS FARGO BANK, N.A. WELLS FARGO TRADE CAPITAL SERV WENDY CONDI WENDY PELLE WENZHOU OUHAI ARTS WEST COAST HOSIERY GROUP INC. WEST END PLUMBING WESTBURY WESTERN PEST SERVICES WESTPORT CORPORATION WHAT GOES AROUND COMES AR WHEN ALL SHE NEEDS WHIM WHISPERING SMITH LIMITED WHITE OAK COMMERCIAL FINANCE WHITE PALACE SPORTSWEAR, WHITEHALL BUSINESS ARCHIV WICKED QUICK INDUSTRIES, INC. WICKED ROAST COFFEE WIGWAM MILLS, INC. WILDCAT RETRO BRANDS, LLC. WILDFOX WILHELMINA INTERNATIONAL, LTD. WILLIAM CARTER COMPANY WILLIAM OCASIO WILLIAM RAST WILLIAM RODRIGUEZ WILLIS OF MINNESOTA INC. WILLIS TOWERS WATSON MIDWEST WILLOW & CLAY WILLY CHAVARRIA WINCRAFT, INC. WINDHAM HOME WINDHAM WEAVERS WINDSTREAM HOLDINGS INC. WINKEY, LLC WINSLOW LLC DBA SUNSPORT USA WINSUN FASHION COMPANY LTD. WINTRUST CAPITAL WISCONSIN DEPARTMENT OF REVENUE WISE SRL WMF AMERICAS WOLF LINGERIE , INC.

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WOMEN MANAGEMENT WOODLORE WOOLENSTOCKS WOOLRICH GLOVES WOOLRICH WOOLEN MILLS WOOLRICH, JOHN RICH & BROS. WORKPLACE SOLUTIONS, INC. WORLD KITCH WORLD MARKETING, INC. WORLD THREADS INC. WORLD TRADING 23 WORLD WIDE FABRIC INC WORLD WIDE GOURMET FOODS INC WORLDWIDE SHIP SUPPLY WP LAVORI USA INC. WRIGHT NATIONAL FLOOD WRK AW CHANG CORP. COBB WUSTHOF-TRIDENT OF AMERIC WWD BUYER'S GUIDES WWRD US, LLC. WYLDEHART WYNIT INC X BY GOTTEX X-BELOW XIOMARA, VALENTIN XL XO COMMUNICATIONS XOXO SWIMWEAR XP RETAIL XTRA LEASE YAFA YAL NEW YORK YAMAZAKI TABLEWARE INC. YANKEE CANDLE COMPANY YANKEE CANDLE INC. YARCH CAPITAL, LLC. YEJUN INC. YO YO BOOKS YOHJI YAMAMOTO YOKI FASHION INTERNATIONAL YOKI KIDS YOOX CORPORATION YOUTH S.R.L. YRC (RDWY) YRN

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YUGSHA INTERNATIONAL INC YUMI YUMMIE BY HEATHER THOMPSON YUMMIE TUMMIE Z OPERATING INC Z3 LLC ZAC & RACHEL BOTTOMS ZACHARY PRELL INC. ZADIG ET VOLTAIR ZADRO PRODUCTS, INC ZAGER WATCHES CO. ZAK DESIGNS ZANELLA ZANEROBE ZANZARA INTERNATIONAL LTD ZARA USA INC ZARALO ZAXY ZEGNA ZEGNA DEPT 10 ZEIKOS, INC ZENFI NETWORKS, LLC ZERO GRAVITY ZERO HALLIBURTON ZG APPAREL GROUP LLC ZING ANYTHING ZINGA ZIZO USA INC. ZOE JORDAN ZOE LTD ZOMAR, INC. ZOUND INDUSTRIES ZUMA SPORTSWEAR LLC ZUO MODERN CONTEMPORARY, INC. ZURICH AMERICAN INS. CO. ZURICH E &S ZWILLING J.A. HENCKELS LLC

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Schedule 2

Potential Parties-in-Interest with Connections

Potential parties-in-interest or their affiliates for whom Deloitte Tax LLP or its affiliates, or certain non-U.S. member firms of Deloitte Touche Tohmatsu Limited, has provided or is currently providing services in matters unrelated to these chapter 11 cases, or with whom such parties have other relationships, including banking relationships.

212 BIZ LLC DBA LEVINAS 28 NEWBURY JSRE TIC LLC 3 POMMES A.D.C/ACRYLIC DESIGN COMPANY ABACO ABADI GROUP, LLC ABC IMAGING OF WASHINGTON ACCESS CAPITAL ACCESS NETWORK ACE AMERICAN ADC BLUE LLC ADIDAS ADIDAS AG ADIDAS AMERICA INC. ADIDAS SWIM ADIDAS/AGRON ADT SECURITY SERVICES, IN AEROSOLES AETNA AFCO CREDIT CORPORATION AFTER MARKET AG ADRIANO GOLDSCHMIED, INC. AHAVA N.A. LLC. ALEN CORPORATION ALIGHT ALLIANZ ALLIANZ GLOBAL ALLIANZ GLOBAL RISKS US INSURANCE CO. ALLIED WORLD ASSURANCE CO (US) INC. ALLSTATE FINANCIAL CORPOR ALLURE EYEWEAR ALLY ALPARGATAS USA, INC. ALTEA SRL AMAZON CAPITAL SERVICES AMEREX GROUP LLC

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AMERICAN ALTERNATIVE INS. CORP. AMERICAN EXPRESS AMERICAN FINANCIAL GROUP INC. AMERICAN INTERNATIONAL TR AMERICAN MARKETING AMERICAN TEXTILE COMPANY AMERICAN TRAVELER INC. AMOROSA ANDERSON ANEW LEGWEAR LLC ANTLER USA APA ARIA ARROW ARTEAST ARTHUR J, GALLAGHER & CO. -AJG ASG EQUITIES LLC ASG EQUITIES SECAUCUS LLC ASG SECURITY ASG TRUSTS LLC ASG WYNWOOD LLC ASHKENAZY ACQUISITION CORP. ASICS AMERICA CORP. ASICS TIGER CORP. ASPEN ASSA ABLOY ENTRANCE SYS US INC AT & T WIRELESS AT&T AT&T MOBILITY ATRIUM STAFFING OF NJ, LLC. ATTENTIVE MOBILE INC. AUGUST SILK INC AUTOMATIC DATA PROCESSING AUTOMOTIVE TECHNOLOGIES, AVAAP USA LLC AVERY DENNISON AXIS AXIS CAPITAL HOLDINGS LIMITED AXIS SPECIALTY US AXIS SURPLUS INSURANCE COMPANY AXIS SURPLUS LINES INSURANCE CO. B & H PHOTO-VIDEO B&H COMPANY B.R.E. IND BAILEY 44, LLC

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BAKER & HOSTETLER LLP BALENCIAGA BALMAIN USA LLC BANC OF AMERICA MERCHANT SERVICES, LLC BANK HAPOALIM BANK OF AMERICA, N.A. BARDOT BARQUE BARTON COMO/HART SCHAFFNER MAR BB&T FACTORS CORP BCBG BEAUTE PRESTIGE INT'L BEAZLEY BELK BELKIN INC. BELL ATLANTIC BELUGA, INC. BEN-ELIAS - JBRAND BENTEX GROUP, INC. BERKELEY RESEARCH GROUP BERKLEY BEULAH BIBBY FINANCIAL SERVICE BILLABONG BIOWORLD BLAUER BLOOMREACH, INC BLUE MILLENNIUM REALTY LLC BLUE MILLIENIUM REALTY LL BMW FINANCIAL SERVICES BOBBI BROWN COSMETICS -ESTEE BODUM INC. BOFA SECURITIES, INC. BONOBOS, INC BONTON BORMIOLI ROCCO GLASS CO. BOSE CORPORATION BOTTEGA VENETA - BOWERS AND WILKINS E/ BRANCH BANKING & TRUST BRAVADO INTERNATIONAL GROUP MS BRG BRIONI/MADA BROADVIEW NETWORKS

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BROOKS BROS BROWN & BROWN BUFFALO BULGARI CORP. OF AMERICA BULOVA CORPORATION BURBERRY BURLINGTON COAT FACTORY BURMA-US POLO BURT'S BEES, INC. C&J CLARK AMERICA, INC. C21 BAY RIDGE BLUE LLC C21 BK HOME LLC C21 DEPARTMENT STORES HOLDING LLC C21 DEPT STORES C21 GA BLUE LLC C21 PHILADELPHIA LLC C21 REAL ESTATE LLC C21 SAWGRASS BLUE, LLC C21 SDC BLUE LLC. C21 STORES CA WASHINGTON LLC. CABLEVISION CABLEVISION LIGHTPATH, INC. CALERES INC. CALLOWAY GOLF CALVIN KLEIN CANALI CARRERA CARTERS CASIO INC. CBC GROUP INC. CDC/21 ASSOCIATES LLC CDW DIRECT, LLC CEDAR MANAGEMENT CORP. CENTRAL PARKING SYSTEM CENTRIC BRANDS, INC. CENTRIC SOCKS LLC CENTURION S.R.L. CENTURY 21 ASSOCIATES FOUNDATION INC. CENTURY 21 DEPARTMENT STORES LLC CENTURY 21 DEPARTMENT STORES OF NEW JERSEY, L.L.C. CENTURY 21 DEPT STORES CENTURY 21 FULTON LLC CENTURY 21 GARDENS OF JERSEY, LLC

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CENTURY 21 STORES CENTURY 21, INC. CENTURY PARAMUS REALTY LLC CENTURY REALTY HOLDINGS LLC CENTURY REALTY INC. CENTURY REGO REALTY LLC CFD INC CHAN LUU CHANTELLE LINGERIE CHAPS CHLOE CHOSEN FOODS CHRISTIAN DIOR CHRISTIAN DIOR PERFUMES, LLC CHUBB CINTAS FIRE PROTECTION LO CIPRIANI CIT GROUP CITY OF PHILADELPHIA - DEPARTMENT OF REVENUE CLARINS USA, INC. CLARKS OF ENGLAND C-LIFE GROUP, LTD. CLINIQUE LABORATORIES, LLC. CLOUD9 DESIGN INC CMG LTD. CNY APPAREL GROUP COACH COACH SERVICES INC. COALISION, INC COBRA TRADING CORP. CODE RED TRADING LLC COLE HAAN COLMAR COLUMBIA SPORTSWEAR COMCAST COMENITY CAPITAL BANK COMMONWEALTH OF PENNSYLVANIA COMPASS GROUP USA COMPUTACENTER FUSIONSTORM INC. COMPUTER DESIGN & INTEGRATION CON EDISON CONAIR CORPORATION, INC. CONCORDE, INC. CONSTELLATION NEW ENERGY INC.

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CONVERSE CORELLE BRANDS LLC CORESITE CORTEX USA DBA CORTEX BEAUTY CORTLANDT HOLDINGS LLC CORTLANDT REALTY CO. COTY US, LLC. COURTAULDS TEXTILES AMERICA CPW CREATIVE CIRCLE, LLC CRITEO CORP. CROCS INC. CROWN CAP CROWN CASTLE FIBER LLC CRS INTERNATIONAL, INC. CUE BALL PRODUCTIONS LLC CYRUS D&D D&H DISTRIBUTING DAILY RECORD DANSK DE LAGE LANDEN FINANCIAL DECKERS OUTDOOR CORPORATION DECONIC GROUP LLC DELSEY LUGGAGE, INC. DELTA GALIL USA, INC. DESIGUAL DEUSEX MACHINA MOTORCYCLES USA DIAMOND HOME DIANE VON FURSTENBERG- DVF DIESEL USA, INC. DILLARDS DIOR DIRECT DIRECT ENERGY DIRECTV DISNEY DL1961 PREMIUM DENIM, INC DURACELL E.L.F. COSMETICS, INC. EARTH LINK BUSINESS ECHO ECKOH INC. EDDIE GINDI GENERATIONAL TRUST EDWARD GINDI

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EGJG FULTON TIC LLC EILEEN FISHER EISNERAMPER LLP ELEMENT ELIZABETH ARDEN, INC. EMG INC. EMILIO PUCCI/ROSSIMODA USA R/ ENDURANCE AMERICAN SPECIALTY INSURANCE CO. ENERGIE ENERGY MANAGEMENT SYSTEMS ENVIRO WATER LLC EPSTEIN BECKER & GREEN P.C. EQUITY INTERNATIONAL, INC. ERIC GOLDSTEIN ERMENEGILDO ZEGNA CORP. ESCADA ESO ESTEE LAUDER EUROKIDS, INC. EUROPA SALES INC. EVANSTON INSURANCE CO. EVE INTERNATIONAL LLC EVEREST PREMIER INSURANCE CO. EXA DATA SOLUTIONS INC. FACEBOOK, INC FAF INC FEDERAL BUSINESS PRODUCTS INC. FEDERAL EXPRESS CORP. FENDI FERRAGAMO USA, INC. FESCO INC FETCH...FOR COOL PETS, LLC. FGX INTERNATIONAL INC FIERCE, INC. FIJI FILA USA, INC. FINANCE ONE, INC. FINEST SHOES SRL FIREMAN'SFUND FIRST CAPITAL FIRST DATA SERVICES, LLC FITCH INC. FLORIDA DEPARTMENT OF REVENUE FLORSHEIM

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FOLEY HOAG LLP FORTE FORTE SRL FOSSIL PARTNERS LP FPL FRANCHI FRANK WRIGHT FRENCH CONNECTION GROUP FUJIFILM NORTH AMERICA, CORP. FURLA FURLA USA, INC. FYFFES NORTH AMERICA INC G BY GUESS GANESH GARDENIA, LTD. GARMIN INTERNATIONAL GARMIN USA GBG USA INC. GEAR FOR SPORTS GENESCO INC. GENEVA WATCH CO., INC. GENEVA WATCH GROUP INC. GEOX GEV, LLC GGP STATEN ISLAND MALL, LLC GIFTCO 21 LLC GIFTCO 21, INC. GILDAN BRANDED GILDAN USA, INC. GILMAR USA, INC. GINDI GENERATIONAL TRUST GINDISONS FULTON BLUE TIC LLC GINDISONS LLC GIORGIO ARMANI CORP. GIS - HIRERIGHT GIVENCHY GLOBAL DIVERSIFIED HOLDINGS, I GLOBAL FASHION ICON INC. GLOBAL GOLD, INC. GLOBAL VIEWS GLY, INC. GM FINANCIAL LEASING GMAC COMMERCIAL CREDIT GODIVA CHOCOLATIER, INC. GOLD BUG GOOGLE INC

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GORDON BROTHERS COMM & IND GORDON BROTHERS FINANCE COMPANY GORDON BROTHERS GROUP GORDON BROTHERS RETAIL PARTNERS, LLC GRANITE TELECOMMUNICATIONS GREAT AMERICAN FIDELITY INSURANCE CO. GREAT PLACE TO WORK INSTITIUTE GREENWICH INS GRIFFIN TECHNOLOGY, INC. GROUPE SEB USA GRUBHUB HOLDINGS INC. G-STAR GUCCI GUERLAIN INC. GUESS ?, INC. GXS, INC. H&M INTERNATIONAL SALES INC H.I.S. INT'L TOURS (NY) INC. HACHETTE BOOK GROUP DIST. PHOE HAGGAR INC. HAMILTON BEACH BRANDS, INC. HANA FINANCIAL INC HANESBRANDS, INC. HANNAH ANDERSON HAPPY SOCKS NORTH AMERICA INC HARLEYSVILLE INSURANCE HARMAN INTERNATIONAL INDUSTRIE HART SCHAFFNER & MARX HARTFORD HARTMANN HARTZ MOUNTAIN ASSOCIATES HELEN KAMINSKI HELEN OF TROY LP HELLY HANSEN US, INC. HERITAGE HOME FASHIONS, INC. HERSCHEL SUPPLY COMPANY HFC PRESTIGE INT'L US HFC PRESTIGE PRODUCTS INC. HICKEY FREEMAN HIMATSINGKA AMERICA, INC. HI-TEC HODGES-MACE, LLC HOLLANDER SLEEP PRODUCTS, LLC. HOLMES GROUP HOME DYNAMIX

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HOMEDICS USA. LLC. HOMELAND INS. CO. OF DELAWARE (ONE BEACON) HOOVER, INC. HOP LUN USA, INC. HORIZON GROUP USA, INC. HOUSTON CASUALTY HUDSON CLOTHING, LLC. HUDSON'S BAY COMPANY HUGO BOSS FASHIONS, INC. HUNTER BOOT USA LLC I. GIAMPIERO INC. I.A.G FINANCIAL CORP. IBIZA IBM CORPORATION ICB ICIMS INC. IDB FACTORS IG GINDI 2009 GENERATIONAL TRUST IGLOO PRODUCT CORP. IKKS CORP ILI IMPACT RADIUS, INC. IMPACT TECH, INC. IMPERIAL BAG & PAPER CO., LLC. IMPLUS LLC INA INTERNATIONAL LTD. INDEED INC. INFOR (US), INC. INTERDESIGN INTERNAL REVENUE SERVICE INTERNATIONAL CREATIVE INC INTERNATIONAL DESIGN GROUP LLC INTERPARFUMS INC (US) INTERPARFUMS LUXURY BRANDS INTERPARFUMS US LLC INVICTA IRIS LTD. INC. IRIS S.P.A ISAAC GINDI 2014 GIFT TRUST ISAAC RAYMOND ASSOCIATES ISAAC S. GINDI 2010 GIFT TRUST ITOCHU PROMINENT USA LLC J.C. PENNEY J.CREW OPERATING CORP.

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JACOBSON GROUP USA, LLC. JACOBSON GROUP, LLC JAMES WHEELER JARDEN CONSUMER SOLUTIONS JASON WU JELLY BELLY CANDY CORP JOHNSON CONTROLS JOLT JONES APPAREL GROUP, USA JOSEPH ABBOUD JPMORGAN CHASE BANK, N.A. JUICY COUTURE JURA INC. K.WAY KAF GROUP KAPPA KARL LAGERFELD KATAMA KATE SPADE, LLC KEKST CNC KELLWOOD KENNEDY INTERNATIONAL, INC. KENNINGTON KEY EQUIPMENT FINANCE KEYBANK USA KIDILIZ GROUP USA. INC. KINETIC KIRKLAND & ELLIS, LLP KKNY LLC KLONE LAB REEBOK KNOTHEKNOTHE CORP KOHLS KOUNT INC. KRONOS INCORPORATED KRONSTADT KRUPS K-SWISS INC. KURT GEIGER -FO L.I. 2000, INC. LA PERLA FASHION INC. LA PERLA NORTH AMERICA, INC. LAC GROUP LTD LACOSTE USA INC. LAFAYETTE NEW YORK 148 LAMONT LIMITED

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LANCEL LANIER LAUNDRY LAURA ASHLEY LAZY SUSAN USA, INC. LE SPORTSAC LEMUR GROUP INC LENOX CORPORATION LEVEL 3 COMMUNICATIONS, LLC. LEVI STRAUSS & CO. LIBERTY MUTUAL (OHIO CASUALTY) LIBERTY MUTUAL FIRE INSURANCE CO. LIFETIME BRANDS, INC. LINDT & SPRUNGLI (USA) INC LIPAULT LITTLE MARC JACOBS LITTLER MENDELSON LIZ CLAIBORNE, INC. LLOYD' TRAVELER SYNDICATE (TRV) LLOYD'S SYNDIATE 2001(AML) LLOYDS SYNDICATE 2468 (NEO) LLOYDS OF LONDON LLOYD'S SYNDICATE 1200 (ARGO) LLOYD'S SYNDICATE 1861 LLOYDS SYNDICATE 1945 (SII) LLOYD'S SYNDICATE 1969 (APL) LLOYD'S SYNDICATE 2003 LLOYDS SYNDICATE 2015 (CHN 2015) LLOYD'S SYNDICATE 33 (HIS) LLOYDS SYNDICATE 382 (HDU) LLOYDS SYNDICATE 4242 (NEO) LLOYD'S SYNDICATE 4472 (LIB) LLOYD'S SYNDICATE ATL LLOYDS SYNICATE 9797 (UUL) LLOYD'S TSB GROUP LOGRHYTHM INC. LOMA SPA L'OREAL USA S/D, INC. LOUIS INC. LUCKY BRAND DUNGAREES INC LUXOTICA USA LLC LUXOTTICA GROUP LUXOTTICA OF AMERICA INC. LVMH FRAGRANCE BRANDS US, LLC. MACY'S

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MADEWELL MADISON INDUSTRIES, INC. MAI MAIL FINANCE MAJE MAJESTIC MAK MAKE-UP ART COSMETICS, INC. MANDARINA DUCK MARC FISHER FOOTWEAR MARC FISHER JR BRAND LLC MARC FISHER LTD MARC FISHER, LLC. MARC JACOBS INC. MARC JACOBS, INT'L LLC. MARC NEW YORK MARCHON EYEWEAR, INC. MASSIMO DUTTI MATHESON TRI-GAS, INC. MATTEL, INC. MAVI JEANS, INC MAX MARA USA MAYER MAYTAG APPLIANCES SALES C MEDIA STORM LLC DBA 99X MEDIACORP WORLDWIDE MELLISSA & DOUG MERCEDES BENZ FINANCIAL MESSER GROUP, METRO FIRE & SAFETY EQUIP METROCOM NYC, INC. MHC SOFTWARE MICHAEL KORS USA, INC. MICROLAB US MICROSOFT ONLINE, INC MILBERG FACTORS, INC. MISS V MITCHELL'S MOELIS MONDELEZ GLOBAL LLC MONSTER, INC. MONTE DEI PASCHI DI SIENA MONTE PASCHI SIENA MORRISON COHEN LLP MOSAICON USA, INC.

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MOVADO GROUP, INC. MS INTERNATIONAL LLC MSC INTERNATIONAL MSGM NAFTALI INC NATIONAL GRID NATIVE UNION NAU INTERNATIONAL, INC. NESTLE USA INC. NEW BALANCE ATHLETIC SHOE NEW ENGLAND MOTOR FREIGHT NEW JERSEY DEPARTMENT OF LABOR NEW YORK AMERICAN WATER NEW YORK DEPARTMENT OF LABOR NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE NEXT CENTURY NIKE INC. NIKE USA, INC. NIKON NINA FOOTWEAR NINE WEST HOLDINGS INC NISSAN MOTOR ACCEPTANCE CORP NJ DIVISION OF TAXATION NJEDA (NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY) NORDICWARE INC. NORDSTROM NORMA DENMARK NORTHWEST NOXS INC NTS W USA. CORP NYC DEPT OF FINANCE NYC WATER BOARD NYS OFF COURT ADMINISTRAT NYSIF NYU DOWNTOWN HOSPITAL NYWD, INC. NYWD/MONT BLANC O.C. TANNER RECOGNITION COMP OAKLEY O'KEEFFE OKEY DOKEY INC OLGA OLLIE'S

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OLR AMERICA INC. OLYMPIA INTERNATIONAL INC OPEN TEXT INC. ORACLE AMERICA, INC. ORIGINS NATURAL RESOURCES ORKIN, LLC OTIS ELEVATOR COMPANY OUTDOOR VOICES OUTERSTUFF OUTLOOK OXO INTERNATIONAL LTD. P&G PACIFIC COAST LIGHTING PACIFIC LOGISTICS CORP. PANACEA PANASONIC CONSUMER ELECTR PARAGON PARFUMS BOUCHERON PATHWAY PAUL SMITH INC. PEEK-A-BOO TOYS PEMCO PENFIELD PENGUIN PENNSYLVANIA DEPARTMENT OF REVENUE PENSKE TRUCK LEASING CO PEREGRINE PERSOL PETIT BATEAU LES ESENTIEL PETLIFE, LLC. PHILADELPHIA PHILLIPS VAN HEUSEN CORP. PHILOSOPHY POLAROID PORT AUTHORITY OF NY & NJ POSH INTERNATIONAL PRADA PREMIER BRANDS GROUP HOLDINGS PREMIER BRANDS OF AMERICA PREMIER SUPPLIES USA, INC PRESCRIPTIVE MUSIC, LLC. PRESTIGE PRESTIGE FASHION, INC. PRIME HEALTH PRINCIPAL

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PRIVATE BRANDS LLC PRIVO PROENZA SCHOULER, LLC. PROSKAUER ROSE LLP PROTECTION ONE ALARM MONITORIN PSE&G PSEGLI PTS PUIG USA, INC. PULSAR PUMA PUMA ACCESSORIES N.A., LLC. PUMA KIDS APPAREL N.A. LLC PUNTO PVH CORPORATION QRBE HOLDINGS INC. QBE SPECIALTY INSURANCE CO QUALITY KING DIST INC QUAY AUSTRALIA RACHEL ROY FASHIONS RAFFI RAG & BONE INDUSTRIES, LLC. RAKUTEN REWARDS RALPH LAUREN RATTI SPA RAYBAN RAYMOND GINDI 2012 GENERATIONAL TRUST RAYMOND OF NEW JERSEY LLC RD INTERNATIONAL REGENCY ENTERPRISES, INC. REISS REMINGTON RENFRO CORP. REPUBLIC SERVICES RESTORATION HARDWARE, INC. RGIS RICHARD GINORI 1735 INC. RICOH AMERICA'S CORPORATI RIG BROTHERS LLC RIOT RITUALS COSMETICS RITZ RJ BRANDS LLC ROAR ROBERT CAVALLI

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ROBERT GRAHAM DESIGNS LLC ROC NATION APPAREL GROUP LLC ROCHELLE L. ABADY FAMILY 2005 TRUST RONNI SAFDIEH 2004 FAMILY TRUST RONNI SAFDIEH 2004 INSURANCE TRUST ROSENTHAL & ROSENTHAL, INC. ROSS ROYCE TOO LLC RPS INC. RUBRA RUSSELL ATHLETIC S&A DISTRIBUTION, INC. SAECO USA SAFE FOOD CORPORATION SAFILO USA SAGE GLOBAL GROUP LLC SAINT LAURENT SALANT/PERRY SALVATORE FERRAGAMO SAMSONITE CORPORATION SAMSONITE, LLC. SAMSUNG C & T AMERICA INC SAMSUNG ELECTRONICS OF AMERICA SANYO ENERGY (U.S.A) CORP SAUL EWING ARNSTEIN & LEHR LLP SCALA SCHINDLER ELEVATOR CORP. SECAUCUS BLUE LLC SED INTERNATIONAL, INC. SEIKO CORPORATION OF AMER SEQUEL INTERNATIONAL, INC SHARPER IMAGE SHEAFFER PEN CORP SHISEIDO AMERICAS CORP. SIEMENS INDUSTRY, INC. SILLS CUMMIS & GROSS P.C. SILLS CUMMIS & GROSS. PC SIMON PROPERTIES SIMON PROPERTY GROUP, INC. SIMPRO SIXTYSEVEN/MTNG SKECHERS SPORT SKULLCANDY, INC. SMASHBOX BEAUTY COSMETICS SMCP USA, INC.

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SML LTD SOFFT SHOE COMPANY, LLC. SOFTWARE DEVELOPMENT INC. SOL ANGELES SONY SONY ELECTRONICS INC. SOUTHERN TELECOM, INC. SPANX INC. SPECTRA FINANCIAL SERVICES SPECTRUM BRANDS, INC. SPRINGS CREATIVE PRODUCTS SPRINGS GLOBAL, US SPRINT SPROUT STAGE STANCE STARR INDEMNITY & LIABILITY CO. STARR SURPLUS LINES INSURANCE CO. STATE OF NEW JERSEY STATE OF NEW JERSEY - DIVISION OF TAXATION STATE OF NEW JERSEY - URBAN ENTERPRISE ZONE AUTHORITY STEIN MART STERLING NATIONAL BANK STERLING NATIONAL FACTOR STRIVECTIN STUART WEITZMAN SUEZ WATER NEW JERSEY SUMITOMO MITSUI FINANCE SUN LIFE SUNBEAM PRODUCTS, INC. SUPERDRY WHOLESALE, LLC. SUPPLY CHAIN SERVICES, LLC. SUSQUEHANNA BANK, MD SWAROVSKI SWIMWAYS SYNNEX CORP T.FAL TATARA GROUP TAXI TOURS INC. TEAM INT'L GROUP OF AMERICA TECH DATA CORP TED BAKER LTD. TEST RITE PRODUCTS CORP.

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THE C.I.T. GROUP FACTORIN THE CIT GROUP THE COCA-COLA BOTTLING CO THE COLLECTED GROUP THE CONNORS GROUP THE FLORSHEIM SHOE CO. THE JONES GROUP THE OGILVY GROUP, LLC THE RETAIL PROPERTY TRUST THE SOCIETY MODEL MANAGEMENT, THE SWATCH GROUP (US) INC THEORY LLC THOMAS PINK THRO - THROAT THREADS APPARAL THYSSENKRUPP ELEVATOR COR TIGER MIST TRUST TIMBERLAND TIME WARNER CABLE INTL TIME WARNER CABLE OF NYC TJX T-MOBILE TOKIO MARINE TOKIO MARINE & NICHIDO FIRE TOMMY HILFIGER TOMS SHOES LLC TOMY INTERNATIONAL, INC. TORY BURCH, LLC TOTES INC. TOTES ISOTONER CORP TOWN AND COUNTRY LINEN CORP TRANE U.S. INC TRANSPERFECT TRANSLATIONS INTE TRANSPLACE TEXAS, LP TRANSPORTATION ALLIANCE BANK TRASNWORLD TRAVIS MATHEW LLC TRG GROUP TRINITY TRUE RELIGION TRUSSADRI TUMI, INC. TY INC. TYCO INTEGRATED SECURITY, LLC. U.S. CUSTOMS SERVICE ULINE

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UMA ENTERPRISES INC. UNDER ARMOUR UNITED FOOD AND COMMERCIAL WORKERS LOCAL 888 UNITED PARCEL SERVICE UNITRENDS UNITRENDS USA, INC. UPLAND APPAREL INC. DBA KATAMA URBAN OUTFITTERS INC. USI INSURANCE SERVICES UTZ QUALITY FOODS VALENTINO BY MARIO VALENTINO VAN HEUSEN VAN ZEELAND INC. VANITY FAIR VCJS, LLC. VERIZON WIRELESS VERTIGO INTERNATIONAL VF OUTDOOR, INC. VIDA SHOES INTERNATIONAL, INC. VINCE CAMUTO LLC VINCE, LLC. VINEYARD VINES VITAL PROTEINS LLC VLC / CITIZEN VOGUE VZI INVESTMENT CORP. WACOAL AMERICA INC WAHL CLIPPER CORP. WASTE MANAGEMENT OF NEW J WEBHELP LOGBOX USA INC. WELLS FARGO BANK, N.A. WELLS FARGO TRADE CAPITAL SERV WESTBURY WHITE OAK COMMERCIAL FINANCE WILLIAM CARTER COMPANY WILLIS OF MINNESOTA INC. WILLIS TOWERS WATSON MIDWEST WILSON SPORTING GOODS WINTRUST CAPITAL WISCONSIN DEPARTMENT OF REVENUE WMF AMERICAS WOLVERINE WORLD WIDE, INC. WOMEN MANAGEMENT WORKPLACE SOLUTIONS, INC.

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WORLD TRADING 23 WRIGHT NATIONAL FLOOD WWRD US, LLC. XL XO COMMUNICATIONS XTRA LEASE YAFA YANKEE CANDLE COMPANY ZADIG ET VOLTAIR ZARA USA INC ZEGNA ZENFI NETWORKS, LLC ZERO GRAVITY ZUO MODERN CONTEMPORARY, INC. ZURICH AMERICAN INS. CO. ZURICH E &S ZWILLING J.A. HENCKELS LLC

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