Chapter 11 ) LE TOTE, INC., Et Al.,1 ) Case No

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

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

Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR, EFFECTIVE AS OF AUGUST 2, 2020 AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)2 state

as follows in support of this application (this “Application”):

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

2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Ed Kremer, Chief Restructuring Officer, of Le Tote, Inc., in Support of Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), on the date hereof (the “Petition Date”). Capitalized terms used, but not otherwise defined in this Motion shall have the meanings ascribed to them in the First Day Declaration. Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 2 of 62

Relief Requested

1. The Debtors seek entry of an order (the “Order”), substantially in the form attached

hereto as Exhibit A: (a) authorizing the Debtors to retain and employ Berkeley Research Group,

LLC (“BRG”), pursuant to the terms of that certain engagement letter by and among the Debtors

and BRG, dated as of Mach 22, 2020 (the “Engagement Letter”), a copy of which is attached hereto

to the proposed Order as Exhibit 1 effective as of August 2, 2020; and (b) granting related relief.

In support of this Application, the Debtors submit the declaration of Robert J. Duffy, a Managing

Director of BRG (the “Duffy Declaration”), attached hereto as Exhibit B as incorporated herein

by reference.

Jurisdiction and Venue

2. The United States Bankruptcy Court for the District of Virginia (the “Court”) has

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

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

August 15, 1984. The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules

of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in

connection with this application to the extent that it is later determined that the Court, absent

consent of the parties, cannot enter final orders or judgments in connection herewith consistent

with Article III of the United States Constitution.

3. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The bases for the relief requested herein are sections 327(a), 328, and 1107(b) of

the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(a), and Rule 2016-1 of the Local Rules

of the United States Bankruptcy Court for the District of Virginia (the “Local Rules”).

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Background

5. The Debtors are the combination of Le Tote—a venture-backed fashion rental

subscription service founded in 2012 in San Francisco—and Lord & Taylor—the iconic luxury

retailer which traces its origins to 1826 in New York. Le Tote purchased Lord & Taylor in a

transaction which closed in November 2019. The Debtors operate both an online,

subscription-based clothing rental service and a full-service fashion retailer with 38

brick-and-mortar locations and a robust e-commerce platform. In response to the COVID-19

pandemic the Debtors temporarily closed all retail locations in March 2020, although they

continued to operate the Le Tote and Lord & Taylor websites. As COVID-19 restrictions relaxed,

the Debtors have reopened their brick-and-mortar locations. The Debtors reported revenue of

approximately $253.5 million for 2019. As of the Petition Date, the Debtors have approximately

651 employees and funded debt obligations of approximately $137.9 million.

6. On the Petition Date, each of the Debtors filed a voluntary petition for relief under

chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their

properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

On August 3, 2020, the Court entered an order granting procedural consolidation and joint

administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No entity has

requested the appointment of a trustee or examiner in these chapter 11 cases. On August 12, 2020,

the United States Trustee for the Eastern District of Virginia (the “U.S. Trustee”) appointed an

official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code

(the “Committee”) [Docket No. 177].

BRG’s Qualifications

7. BRG’s Corporate Finance practice has a wealth of experience in providing financial

advisory services in restructuring, sale, and wind down scenarios, and enjoys an excellent

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reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors

and creditors throughout the United States. BRG professionals have significant restructuring and

industry experience assisting distressed companies with financial and operational challenges, and

working with management teams and boards of directors of large companies facing financial

challenges similar to those of the Debtors. BRG regularly assists large and complex businesses

similar to the Debtors.

8. BRG has acted as financial advisor, crisis manager, and corporate officer in

middle-market to large multinational companies in crisis or those in need of performance

improvement in specific financial and operational areas across a wide array of industries.

Moreover, the professionals at BRG have assisted and advised debtors, creditors, creditors’

committees, bondholders, investors, and others in numerous bankruptcy cases, including the

bankruptcy cases of Stage Stores, Inc.; Destination Maternity Corporation; American Apparel;

Sports Authority Holdings; Modell’s Sporting Goods, Inc.; rue21; Aerogroup International

(Aerosoles); Wet Seal; Brookstone; Hospital Acquisition (LifeCare); Specialty Retail Shops

Holding Corp. (a.k.a. Shopko); and Videology.3 BRG’s business, experience, and expertise are

further described in the Duffy Declaration.

9. The individuals who will work on this matter (the “BRG Personnel”) have

substantial expertise in the areas discussed above, and, if approved, will provide services to the

Debtors under an order approving this Application. The BRG Personnel will work closely with

the Debtors’ management and professionals throughout the reorganization process. By virtue of

the expertise of its restructuring personnel, BRG is well qualified to provide services to, and

represent the Debtors’ interests in, these chapter 11 cases.

3 The professionals were employed in certain of these engagements prior to joining BRG.

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10. BRG performed significant prepetition advisory work for the Debtors, and as a

result has acquired significant knowledge of the Debtors and their businesses and familiarity with

the Debtors’ financial affairs, debt structure, operations, and related matters. Likewise, in

providing prepetition services to the Debtors, BRG Personnel have worked closely with the

Debtors’ management and their other advisors. Accordingly, BRG has experience, expertise, and

specifically relevant knowledge regarding the Debtors that will assist the Debtors in providing

effective and efficient services in these chapter 11 cases. The Debtors submit that the retention of

BRG on the terms and conditions set forth herein are necessary and appropriate, in the best interest

of the Debtors’ estates, creditors, and all other parties in interest, and should be granted in

all respects.

Services to be Rendered

11. Prior to the Petition Date, the Debtors and BRG entered into the Engagement Letter,

which governs the relationship between them. The terms and conditions of the Engagement Letter

were negotiated between the Debtors and BRG at arms’ length, and reflect the parties’ mutual

agreement as to the substantial efforts that will be required under this engagement.

12. Generally, BRG shall perform activities and services to assist the Debtors

throughout the Debtors’ chapter 11 process (the “Services”). A summary of the Services that the

BRG Personnel expect to perform during the course of their retention is set forth below.4

(a) Support the development of restructuring plans, financing and strategic alternatives for maximizing the enterprise value of the Company;

4 The summaries of the Engagement Letter contained in this application are provided for purposes of convenience only. Certain of the work streams outlined in the Engagement Letter were completed prior to the Petition Date or superseded by the filing of these chapter 11 cases. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Letter, the terms of the Engagement Letter shall control unless otherwise set forth herein.

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(b) Prepare various financial analysis to support restructuring alternatives including liquidity forecast, four wall profitability, expense levels and others as necessary;

(d) Provide advice to management on cash conservation measures and liquidity forecasting after analyzing and stress testing weekly cash flows under various scenarios;

(e) Assist Company with the communications and negotiations with various third parties to support restructuring alternatives;

(f) Other services as requested or directed by the CEO, the board of directors of the Company (the “Board”) or other Company personnel as authorized by the Board and agreed to by BRG;

(g) If a chapter 11 bankruptcy were to become necessary, assist the Company with activities relating to such bankruptcy including, as appropriate, testimony if requested; and

(h) Identify likely buyers or strategic limitations of certain potential buyers.5

No Duplication of Services

13. The services provided by BRG will complement, and not duplicate, the services to

be rendered by other professionals retained in these chapter 11 cases.

Professional Compensation

14. BRG’s decision to accept this engagement is conditioned upon its ability to be

retained in accordance with its customary terms and conditions of employment, compensated for

its services, and reimbursed for the out-of-pocket expenses it incurs in accordance with its

customary billing practices, as set forth in the “Fees and Expenses” section of the Engagement

Letter (the “Fee and Expense Structure”) pursuant to section 328(a), and not section 330, of the

Bankruptcy Code.

5 While not included in the terms of the Engagement Letter, the Debtors and BRG intend for the scope of the Services to include these activities.

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15. The hourly rates charged by BRG for the services provided by its personnel differ

based upon, among other things, each professional’s level of experience, geographic differentials,

and types of services being provided. In the ordinary course of business, BRG periodically revises

its hourly rates to reflect promotions and other changes in personnel responsibilities, increases in

experience, and increases in the cost of doing business. BRG’s current standard hourly rates for

2020, for BRG Personnel that will work on this engagement, are as follows:

Position Hourly Rate Managing Director $795 - $1,095 Director $600 - $835 Professional Staff $285 - $740 Support Staff $125 - $260

16. In the normal course of business, BRG may periodically adjust its billing rates.

Changes in applicable hourly rates will be noted on the invoices for the first time period in which

the revised rates become effective.

17. Further, in addition to the hours based on Professional Fees, BRG will receive a

one-time payment of $750,000 (the “Success Fee”). The Success Fee will be due and payable five

(5) business days after the final payment is made on the ABL and Term Loan Credit Facilities.

18. In addition to compensation for professional services rendered by BRG Personnel,

BRG will seek reimbursement for reasonable and necessary expenses incurred in connection with

these chapter 11 cases, including, but not limited to, reasonable travel expenses, costs of

reproduction, research, communications, legal counsel, any applicable sales or excise taxes, and

other direct expenses.

19. The Fee and Expense Structure is consistent with and typical of compensation

arrangements entered into by BRG and other comparable firms that render similar services under

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similar circumstances. The Debtors believe that the Fee and Expense Structure is reasonable,

market-based, and designed to compensate BRG fairly for its work and to cover fixed and routine

overhead expenses.

20. To the extent BRG uses the services of independent contractors or subcontractors

(the “Contractors”) in these chapter 11 cases, BRG shall: (a) pass through the cost of such

Contractors to the Debtors at the same rate that BRG pays the Contractors; (b) seek reimbursement

for actual costs only; (c) ensure that the Contractors are subject to the same conflict checks as

required for BRG; and (d) file with the Court such disclosures required by Bankruptcy Rule 2014.

21. To the extent BRG requires services of its international divisions or personnel from

specialized practices, the standard hourly rates for that international division or specialized practice

will apply.

22. BRG intends to apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the

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

including any order approving this Application and consistent with the proposed compensation set

forth in the Engagement Letter.

23. BRG does not believe it is a “creditor” with respect to fees and expenses of any of

the Debtors within the meaning of section 101(10) of the Bankruptcy Code.

24. BRG received unapplied advance payments from the Debtors in the amount of

$250,000 (the “Cash on Account”). According to BRG’s books and records, during the ninety-day

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(90) period prior to the Petition Date, the Debtors paid BRG $746,653 in aggregate for professional

services performed and expenses incurred.6

25. The Debtors and BRG have agreed that any portion of the Cash on Account not

used to compensate BRG for its prepetition services and reasonable and documented out-of-pocket

expenses will be held and applied against its final post-petition billing and will not be placed in a

separate account.

26. Due to the ordinary course and unavoidable reconciliation of fees and submission

of expenses immediately prior, and subsequent to, the Petition Date, BRG may have incurred, but

not invoiced, fees and reimbursable expenses that relate to the pre-petition period. BRG intends

to apply the Cash on Account against such amounts. As agreed to with the Debtors, the remainder

of the Cash on Account will be held as a general retainer as security for postpetition services

and expenses.

BRG’s Disinterestedness

27. To the best of the Debtors’ knowledge, and except to the extent disclosed herein

and in the Duffy Declaration: (a) BRG has no connection with the Debtors, their creditors, or other

parties in interest, or the attorneys or accountants of the foregoing, or the U.S. Trustee or any

person employed in the U.S. Trustee’s office and (b) does not hold any interest adverse to the

Debtors’ estates.

28. The Duffy Declaration discloses certain connections with creditors, equity security

holders, and other parties in interest in these chapter 11 cases. BRG does not believe that any of

these matters represent an interest materially adverse to the Debtors’ estates or otherwise create a

6 The initial Cash on Account, in the amount of $250,000 as reflected in the Engagement Letter, was received prior to the ninety-day period and is thus not included in this figure.

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conflict of interest regarding the Debtors or these chapter 11 cases. Therefore, the Debtors submit

that BRG is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy

Code.

29. To the extent that any new relevant facts or relationships bearing on the matters

described herein during the period of BRG’s retention are discovered or arise, Debtors submit that

BRG will use reasonable efforts to promptly file a supplemental declaration.

Indemnification

30. The Engagement Letter contains standard indemnification language with respect to

BRG’s services, including, without limitation, an agreement by the Debtors to indemnify BRG

and its partners, directors, officers, employees, agents, counsel, and affiliates (each a “BRG Party”

and collectively, the “BRG Parties”) from and against all claims, losses, damages, liabilities,

penalties, and expenses arising out of or in connection with the engagement of BRG that is the

subject of the Engagement Letter.

31. The Debtors and BRG believe that the indemnification provisions contained in the

Engagement Letter are customary and reasonable for BRG and comparable firms providing

restructuring services.

32. The terms and conditions of the indemnification provisions were negotiated by the

Debtors and BRG at arms’ length and in good faith. The provisions contained in the Engagement

Letter, viewed in conjunction with the other terms of the proposed order, are reasonable and in the

best interests of the Debtors, their estates, and creditors in light of the fact that the Debtors require

BRG’s services to successfully reorganize.

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Basis for Relief

I. The Debtors Should be Permitted to Retain and Employ BRG on the Terms in the Engagement Letter Pursuant to Sections 327 and 328 of the Bankruptcy Code.

33. The Debtors seek approval of the retention and employment of BRG pursuant to

sections 327(a), 328(a), and 1107(b) of the Bankruptcy Code. Section 328(a) 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

an a contingent fee basis.” 11 U.S.C. § 328(a). Section 327(a) of the Bankruptcy Code 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).

34. Further, Bankruptcy Rule 2014(a) 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.

35. The Court’s approval of the Debtors’ retention of BRG in accordance with the terms

and conditions of the Engagement Letter is warranted. As discussed above and in the Duffy

Declaration, BRG satisfies the disinterestedness standard in section 327(a) of the Bankruptcy Code.

BRG has been advising the Debtors for a considerable period of time prior to the commencement

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of these chapter 11 cases and has already committed a significant amount of time and effort

assisting the Debtors with their efforts to reach a consensual deal with their creditors and preparing

the Debtors for their chapter 11 filing. BRG is needed postpetition to continue to assist with

negotiations, as necessary, to provide expert advice, and to enable the Debtors to discharge their

duties as debtors and debtors in possession. BRG has extensive experience and an excellent

reputation in providing high-quality financial advisory services to debtors and creditors in

bankruptcy reorganizations, mergers and acquisitions, and other restructurings. BRG has become

familiar with the Debtors’ business operations, capital structure, financing documents, and other

material information and is able to assist the Debtors in their restructuring efforts. The Debtors

believe that BRG is well-qualified to provide its services to the Debtors in a cost-effective, efficient,

and timely manner. Further, as detailed above, BRG does not hold or represent an interest

materially adverse to the estate and is disinterested.

36. The Debtors also believe that employment of BRG effective as of the Petition Date

is warranted under the circumstances of these chapter 11 cases. BRG has provided, and will

continue to provide, valuable services to the Debtors regarding the contemplated restructuring

transactions.

II. The Indemnification, Contribution, and Reimbursement Terms in the Engagement Letter are Appropriate.

37. The indemnification, contribution, and reimbursement provisions in the

Engagement Letter were fully negotiated between the Debtors and BRG. The indemnification

provisions in the Engagement Letter are customary and reasonable for financial advisory

engagements both out of court and in chapter 11 cases.

38. Accordingly, the Debtors respectfully submit that the indemnification provisions

are reasonable and customary and should be approved in these chapter 11 cases.

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Notice

39. The Debtors will provide notice of this Motion via first class mail, facsimile or

email (where available) to: (a) the Office of the United States Trustee for the Eastern District of

Virginia, Attn: Kathryn R. Montgomery and Lynn A. Kohen; (b) proposed counsel to the

Committee; (c) the agents under the Debtors’ prepetition secured facilities and counsel thereto;

(d) counsel to HBC US Holdings LLC and HBC US Propco Holdings LLC; (e) the Internal

Revenue Service; (f) the office of the attorneys general for the states in which the Debtors operate;

(g) the United States Attorney’s Office for the Eastern District of Virginia; (h) the Securities and

Exchange Commission; (i) the National Association of Attorneys General; (j) the Debtors’

landlords; and (k) any party that has requested notice pursuant to Bankruptcy Rule 2002

(collectively, the “Notice Parties”). The Debtors submit that, in light of the nature of the relief

requested, no other or further notice need be given.

No Prior Request

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

any other court.

[Remainder of page intentionally left blank]

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WHEREFORE, the Debtors respectfully request that the Court enter the Order, substantially

in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief

as the Court deems appropriate under the circumstances.

Dated: August 24, 2020 /s/ Ed Kremer Richmond, Virginia Ed Kremer Chief Restructuring Officer Le Tote, Inc.

Dated: August 24, 2020

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

Proposed Co-Counsel to the Debtors and Debtors in Possession

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Exhibit A

Proposed Order

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Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

ORDER (I) AUTHORIZING THE DEBTORS TO RETAIN BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR, EFFECTIVE AS OF AUGUST 2, 2020 AND (II) GRANTING RELATED RELIEF

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”): (a) authorizing the

Debtors to retain and employ Berkeley Research Group, LLC (“BRG”) pursuant to the terms of

the engagement letter by and among the Debtors and BRG, dated as of March 22, 2020

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are set forth in the Debtors’ Motion for Entry of an Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief filed contemporaneously herewith. The location of the Debtors’ service address is 250 Vesey Street, 22nd Floor, New York, New York 10281.

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

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(the “Engagement Letter”), a copy of which is attached to hereto as Exhibit 1, effective to the

Petition Date, and (b) granting related relief, all as more fully set forth in the Application; and

upon the First Day Declaration and upon the Duffy Declaration attached to the Application as

Exhibit B; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. § 1334; the

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

Virginia, dated July 10, 1984 and this Court having found that this is a core proceeding pursuant

to 28 U.S.C. § 157(b)(2); and this Court having found that it may enter a final order consistent

with Article III of the United States Constitution; and this Court having found that venue of this

proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409;

and this Court having found that the relief requested in the Application is in the best interests of

the Debtors’ estates, their creditors, and other parties in interest; and this Court having found that

the Debtors’ notice of the Application and opportunity for a hearing on the Application were

appropriate and no other notice need be provided; and this Court having reviewed the Application

and having heard the statements in support of the relief requested therein at a hearing before this

Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth

in the Application and at the Hearing establish just cause for the relief granted herein; and upon

all of the proceedings had before this Court; and after due deliberation and sufficient cause

appearing therefor, it is HEREBY ORDERED THAT:

1. The Application is approved as set forth herein.

2. Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, the Debtors are

authorized to retain and employ BRG as financial advisors to the Debtors as of August 2, 2020, as

modified by this Order.

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3. The terms of the Engagement Letter, including without limitation the compensation

provisions and the indemnification provisions, are reasonable terms and conditions of employment

and are hereby approved, as modified herein. The indemnification provisions included in the

Engagement Letter and its attachments are approved, subject to the following:

(a) As set forth in paragraph (c), BRG shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter, unless such services and the indemnification, contribution, or reimbursement therefor are approved by the Court.

(b) The Debtors shall have no obligation to indemnify BRG, or provide contribution or reimbursement to BRG, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from BRG’s breach of fiduciary duty (if any such duty exists), gross negligence, willful misconduct, bad faith, fraud, or self-dealing, (ii) for a contractual dispute in which the Debtors allege the breach of BRG’s contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003), or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing pursuant to subparagraph (c) to be a claim or expense for which BRG should not receive indemnity, contribution, or reimbursement under the terms of the Application as modified by this Order; and

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing these chapter 11 cases, BRG or any of its affiliates believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification obligations under the Application, including, without limitation, the advancement of defense costs, BRG must file an application in this Court, and the Debtors may not pay any such amounts to BRG before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by BRG or any of its affiliates or contractors for indemnification, and not as a provision limiting the duration of the Debtors’ obligation to indemnify BRG or any of its affiliates. All parties in interest shall retain the right to object to any demand by BRG for indemnification, contribution, or reimbursement.

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4. In the event that, during the pendency of these chapter 11 cases, BRG requests

reimbursement for any attorneys’ fees and/or expenses, the invoices and supporting time records

from such attorneys shall be included in BRG’s fee applications and such invoices and time records

shall be in compliance with the Local Rules, the U.S. Trustee Guidelines, and subject to approval

of the Court under the standards of sections 330 and 331 of the Bankruptcy Code, without regard

to whether such attorney has been retained under section 327 of the Bankruptcy Code and without

regard to whether such attorney’s services satisfy section 330(a)(3)(C) of the Bankruptcy Code.

Notwithstanding the foregoing, BRG shall only be reimbursed in these chapter 11 cases for any

legal fees incurred in connection with these chapter 11 cases to the extent permitted under

applicable law and the decisions of this Court.

5. Upon retention by the Debtors, BRG shall be empowered and authorized to carry

out all duties and responsibilities set forth in the Engagement Letter and paragraph 12 of the

Application.

6. BRG shall file monthly, interim, and final fee applications for allowance of

compensation for services rendered and reimbursement of expenses incurred in accordance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the 1996

U.S. Trustee Guidelines (the “U.S. Trustee Guidelines”), and any other applicable orders and

procedures of this Court; provided, however, that the fee applications filed by BRG shall be subject

to review only pursuant to the standard of review set forth in section 328 of the Bankruptcy Code

and not subject to the standard of review set forth in section 330 of the Bankruptcy Code. For

billing purposes, BRG shall keep its time in one-tenth (.1) hour increments in accordance with the

1996 U.S. Trustee Guidelines.

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7. Notwithstanding the foregoing, the U.S. Trustee retains all rights to respond or

object to BRG’s requests for compensation and reimbursement of out-of-pocket expenses on all

grounds including, but not limited to, reasonableness pursuant to section 330 of the Bankruptcy

Code, and the Court retains jurisdiction to consider the U.S. Trustee’s response or objection to

BRG’s interim and final fee applications on all grounds, including, but not limited to,

reasonableness pursuant to section 330 of the Bankruptcy Code.

8. To the extent there is any inconsistency between the terms of the Engagement Letter,

the Application, the Duffy Declaration, and this Order, the terms of this Order shall govern.

9. BRG is authorized to apply the Cash on Account to satisfy any unbilled or other

remaining prepetition fees and expenses BRG becomes aware of during its ordinary course billing

review and reconciliation. BRG will maintain the remaining Cash on Account until the conclusion

of its representation of the Debtors, at which time BRG will apply the retainer to its final invoices

or otherwise return the funds.

10. BRG shall provide ten (10)-business-days’ notice to the Debtors, the U.S. Trustee,

and any official committee before any increases in the hourly rates set forth in the Application or

the Engagement Letter are implemented. The U.S. Trustee retains all rights to object to any

rate increase on all grounds, including the reasonableness standard set forth in section 330 of

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

section 330 of the Bankruptcy Code.

11. Notwithstanding anything in the Application to the contrary, to the extent that BRG

uses the services of independent or third party contractors or subcontractors (“Contractors”) in

these cases and seeks to pass through the fees and/or costs of the Contractors to the Debtors, BRG

shall (a) pass through the fees of such Contractors to the Debtors at the same rate that BRG pays

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the Contractors; and (b) seek reimbursement for actual costs of the Contractors only. In addition,

BRG shall ensure that the Contractors perform conflicts checks and file such disclosures as

required by Bankruptcy Code and Bankruptcy Rules.

12. To the extent the Debtors wish to expand the scope of BRG’s services beyond

those services set forth in the Engagement Letter or this Order, the Debtors shall be required

to seek further approval from this Court. The Debtors shall file notice of any proposed

additional services (the “Proposed Additional Services”) and any underlying engagement

agreement with the Court and serve such notice on the U.S. Trustee, any official committee

appointed in these chapter 11 cases, and any party requesting notice under Bankruptcy

Rule 2002. If no such party files an objection within 14 days of the Debtors filing such notice,

the Proposed Additional Services and any underlying engagement agreement may be

approved by the Court by further order without further notice or hearing.

13. BRG reserves the right to assert a claim under section 503(b)(1) or 503(b)(3)(D)

for compensation other than as set forth in the Engagement Letter; provided, however, that

nothing herein shall be construed to limit any party’s right to object to such claims.

14. BRG shall use its reasonable efforts to avoid any unnecessary duplication of

services provided by any retained professionals in chapter 11 cases.

15. Notice of the Application as provided therein satisfies the requirements of

Bankruptcy Rule 6004(a), and the Local Rules are satisfied by such notice.

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

are immediately effective and enforceable upon its entry.

17. The requirement of Local Bankruptcy Rule 9013-1(G) to file a memorandum of

law in connection with the Application is hereby waived.

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

granted in this Order in accordance with the Application.

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

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

Richmond, Virginia Dated: ______, 2020

UNITED STATES BANKRUPTCY JUDGE

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WE ASK FOR THIS:

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

- and -

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

- and -

Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

/s/ Jeremy Williams

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Exhibit 1

Engagement Letter Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 25 of 62

PRIVILEGED AND CONFIDENTIAL

March 22, 2020

Via Email

Ed Kremer Chief Operating Officer Le Tote, Inc. [email protected]

Re: Le Tote – Consulting Services

Dear Mr. Kremer:

This letter confirms the engagement of Berkeley Research Group, LLC (“BRG”) to provide financial advisory and consulting services to Le Tote, Inc. (the “Company” of “Client”). This letter and any attachments set forth the agreement (“Agreement”) between the parties

SCOPE OF SERVICES

BRG will assist the Company with the following activities (the “Services”):

A Support the development of restructuring plans, financing and strategic alternatives for maximizing the enterprise value of the Company; A Prepare various financial analysis to support restructuring alternatives including liquidity forecast, four wall profitability, expense levels and others as necessary; A Advise the Company relative to negotiating with existing lenders and stakeholders; A Provide advice to management on cash conservation measures and liquidity forecasting after analyzing and stress testing weekly cash flows under various scenarios; A Assist Company with the communications and negotiations with various third parties to support restructuring alternatives; A Other services as requested or directed by the CEO, the board of directors of the Company (the “Board”) or other Company personnel as authorized by the Board and agreed to by BRG; and A If a Chapter 11 bankruptcy were to become necessary, assist the Company with activities relating to such bankruptcy including, as appropriate, testimony if requested.

It is understood and agreed that BRG’s Services may include advice and recommendations, but that all decisions in connection with the implementation of such advice and recommendations will be the responsibility of Client.

Berkeley Research Group LLC 70 W. Madison Street, Suite 5000 • Chicago, IL 60602 USA • P: 312.429.7900

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PROFESSIONAL FEES

Client will pay BRG professional fees in exchange for the Services rendered during the term of this Agreement, which fees will be based on the actual hours charged at BRG’s standard hourly rates in effect when the Services are rendered (“Professional Fees”).

Hourly rates may change in the future from time to time and are typically adjusted annually. BRG will promptly inform Client in writing in the event of any such rate change. BRG’s current hourly rates are as follows:

Managing Director $795 - $1095 Director $600 - $835 Professional Staff $285 - $740 Support Staff $125 - $250

SUCCESS FEE

BRG will receive a one-time payment of a $750,000 success fee (the “Success Fee”) based on a definition of success mutually agreed upon by the Client and BRG within thirty (30) days of the execution of the agreement. The Success Fee will be due and payable five (5) business days after the final payment of ABL and FILO (or, if appropriate, DIP financing) or upon written agreement of the Company and BRG.

FINANCING FEE

In the event the Company determines to commence a chapter 11 case under the U.S. Bankruptcy Code and the Company obtains DIP financing from parties other than (i) the existing lenders, (ii) any existing investors, (iii) any related parties, (iv) Hudson Bay Company or (v) any affiliate or related party of the entities set forth in clauses (i) through (iv), BRG shall earn a fee equal to 1.0% of the commitment amount of any DIP financing (the “Financing Fee”) once final approval is received from the Bankruptcy Court. The Financing Fee will be due and payable to BRG within five (5) business days of final Court approval of the DIP Financing.

EXPENSES

In addition to Professional Fees, BRG will be reimbursed for reasonable, documented and direct out-of-pocket expenses including, but not limited to, travel, costs of reproduction, typing, research, communications, computer usage, legal counsel, any applicable sales or excise taxes, and other direct expenses.

BRG will bill for Services weekly and will provide customary descriptions regarding the Services rendered. BRG will provide additional details regarding Services rendered upon request by Client. BRG’s invoices statements shall be paid within seven (7) days of receipt and Client agrees that it will review BRG’s invoices upon receipt and will advise BRG of any objection to or dispute with the invoice.

Le Tote (Consulting Services)

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Without liability, BRG reserves the right to withhold delivery of Services, testimony, reports or data (written or oral), or suspend work, if the account on this engagement is not current. A late payment charge of one percent (1%) per month (or the maximum rate permitted by law, whichever is less) may be added to any outstanding invoices that are more than seven (7) days past due.

Please remit payments by wire to: Account Name: Berkeley Research Group, LLC Account No: 8026286672 Bank: PNC Bank, N.A. ABA No: 031207607 [email protected]

CASH ON ACCOUNT

Initially, Client will forward to BRG the amount of $250,000, which funds will be held “on account” to be applied to BRG’s Professional Fees, charges and disbursements for the engagement (the “Initial Cash on Account”). To the extent that any amount funded to BRG exceeds BRG’s fees, charges and disbursements upon the completion of the engagement, BRG will refund any such unused portion. Client agrees to increase or supplement the Initial Cash on Account from time to time during the course of the engagement in such amounts as Client and BRG mutually shall agree are reasonably necessary to fund Professional Fees, charges, and disbursements to be incurred.

Upon transmittal of an invoice, BRG may immediately draw upon the Initial Cash on Account (as replenished from time to time) in the amount of the undisputed amount of such invoice. Client agrees upon submission of each such invoice to promptly wire the invoice amount to BRG as replenishment of the Initial Cash on Account (together with any supplemental amount to which BRG and Client mutually agree), without prejudice to Client’s right to advise BRG of any differences it may have with respect to such invoice. BRG has the right to apply to any outstanding invoice (including amounts billed prior to the date hereof), up to the remaining balance, if any, of the Initial Cash on Account (as may be supplemented from time to time) at any time subject to (and without prejudice to) Client’s opportunity to review BRG’s invoices.

COMPANY RESPONSIBILITIES

Client agrees that the delivery of Services and Professional Fees charged are dependent on timely and effective cooperation from the Client. Accordingly, Client shall furnish to BRG financial information and other information regarding the business of Client as BRG may reasonably request in connection with the Agreement. Client also represents that information furnished to BRG is accurate and complete at the time it is furnished and agrees to keep BRG advised of developments materially affecting Client or its financial position. Client shall make decisions and take further actions, as Client determines in its sole discretion, relating to any recommendations made by BRG in connection with this Agreement.

BRG shall not make any management decisions on behalf of Client and will not be responsible for Client’s decision to pursue, or not to pursue, any business strategy or to implement, or not

Le Tote (Consulting Services)

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implement, recommendations made by BRG. As part of the Services, BRG may be requested to assist Client (and its legal or other advisors) in negotiating with Client’s creditors and equity holders and with other interested parties. In the event that BRG participates in such negotiations, the representations made and the positions advanced will be those of Client and its management, not BRG or its employees.

CONFIDENTIALITY

BRG shall not disclose any confidential or privileged information to any third party, including the existence of this Agreement or the engagement; provided, however, that BRG may disclose confidential or privileged information (a) to BRG’s employees, affiliates, vendors or agents who provide Services in connection with this engagement, (b) with Client’s written consent, or (c) when legally required to do so. Both parties agree that confidential and proprietary information will not be construed to include information that is available from public sources or sources not subject to obligations of confidentiality to Client. Work papers associated with BRG’s consulting Services are the confidential property of BRG.

OWNERSHIP OF DELIVERABLES & DATA

Client acknowledges and agrees that BRG is the sole owner of any deliverables provided in connection with the Services, including, without limitation, all copyrights, trademarks, patents and trade secrets and other intellectual property rights (including, without limitation, goodwill) therein, and all rights attendant thereto. BRG hereby grants to Client a non-exclusive, royalty- free irrevocable right to use the deliverables for its own internal purposes. To the extent that Client wishes to disclose to any third party the work product of BRG, it will so advise BRG prior to such disclosure. BRG may require any third party to execute a non-reliance and release letter acceptable to BRG in form and substance. Further, BRG will not assume, or be deemed to have assumed, any responsibility, obligation or liability to any third party to which any advice, report or other work product is disclosed or otherwise made available.

Client represents and warrants that Client has any and all necessary right, title, license and authority (including any and all necessary permissions from third-party owners) to transfer to BRG, grant access to BRG or allow BRG to use for the purpose of rendering Services to Client, any and all of the data or other information that Client provides to BRG for such purpose. Client agrees to indemnify BRG against any and liabilities, including liabilities arising from claims brought by third parties and any and all costs of defense, arising from such transfer, access or use.

CONFLICTS OF INTEREST

BRG is engaged by many other companies and individuals. It is possible that some of BRG’s past, current or future clients had, have or may have disputes or other matters that are adverse to or may not be consistent with the interests of Client. BRG reserves the right to undertake unrelated adverse engagements during and after this engagement by Client, consistent with BRG’s internal policies. BRG will not be required to disclose any such unrelated adverse engagements to Client. BRG will institute procedures to protect the confidentiality of information provided by Client in the course of this engagement.

Le Tote (Consulting Services)

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ARBITRATION

This Agreement shall be interpreted and controlled by the laws of the state of Delaware. Any controversy, dispute, or claim between Client on the one hand and BRG on the other hand of whatever nature arising out of, in connection with, or in relation to the interpretation, performance or breach of this agreement, including any claim based on contract, tort, or statute (“Claims”), shall be resolved at the request of any party to this agreement, by final and binding arbitration, administered by Judicial Arbitration & Mediation Services, Inc. (JAMS), or its successor entity, pursuant to its Comprehensive Arbitration Rules & Procedures (Streamlined Arbitration Rules & Procedures), and judgment upon any award rendered by the arbitrator may be entered by any State or Federal Court having jurisdiction thereof. Any such arbitration shall take place exclusively in Massachusetts. Client, on the one hand, and BRG on the other hand, agree that all Claims shall be brought within one year of the date such Claim arises.

INDEMNITY & LIMITATION OF LIABILITY

Client agrees to indemnify and hold harmless BRG against any and all losses, claims, damages, liabilities, penalties, judgments, awards, costs, fees, expenses and disbursements including, without limitation, defending any action, suit, proceedings or investigation (whether or not in connection with proceedings or litigation in which BRG is a party), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with the engagement of BRG or any Services rendered pursuant to this engagement, unless there is an order of a court of competent jurisdiction finding BRG liable for gross negligence or willful misconduct. These indemnification provisions extend to the members, principals, employees, representatives, agents, counsel and affiliates of BRG.

The parties shall not be liable to each other for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

Notwithstanding the indemnification and any other terms of this Agreement, the parties shall not be liable to each other for any consequential, incidental, special or punitive damages, nor shall BRG be liable for direct compensatory damages in excess of the fees actually received by BRG for the performance of Services hereunder, unless there is an order of a court of competent jurisdiction finding BRG liable for gross negligence or willful misconduct.

TERMINATION

Client or BRG may terminate this engagement upon seven (7) days’ written notice. In the event the engagement is terminated prior to the completion of Services, Clients agrees to pay BRG for all Professional Fees and expenses incurred through the termination date.

Le Tote (Consulting Services)

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OTHER TERMS

In the event BRG is requested pursuant to subpoena or other legal process to produce any documents or to provide testimony relating to engagements for Client in judicial or administrative proceedings to which BRG is not a party, Client shall reimburse BRG at standard billing rates for all professional time and expenses, including reasonable attorneys’ fees, incurred in preparing for and responding to requests for documents and providing testimony.

Client will only use any advice, report or work product produced under this engagement for making its own internal business decisions. Client will solely rely on its own analysis and review to make any investment or other business decision. BRG will not render an assurance report or assurance opinion as part of this engagement, nor will the Services constitute an audit, review or examination of any entity’s financial statements or prospective financial statements in accordance with generally accepted auditing standards or other applicable professional standards. None of the Services or any report will constitute any legal opinion or advice, nor will the Services or any reports constitute a fairness opinion, investment or accounting advice. BRG will not conduct a review to detect fraud or illegal acts, nor will BRG render any opinion as to the fairness or advisability of any proposed transaction. In addition, Client acknowledges that no reliance shall be placed on draft reports, conclusions or advice, whether oral or written, issued by BRG as the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report issued by BRG. Client will not use the report or work product under this engagement for any use beyond the use set forth in this letter.

Unless otherwise explicitly stated, all provisions of this Agreement shall survive the expiration or termination of this engagement. Neither party may assign, transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This engagement letter and its terms and conditions constitute the entire Agreement between BRG and Client with respect to the subject matter hereof and supersedes all other oral and written representations, understandings or agreements relating to the subject matter hereof. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by each party to be bound thereby.

This Agreement may be executed in one or more counterparts, each of which may be signed and transmitted via facsimile or PDF electronic delivery with the same validity as if it were an ink- signed document.

We look forward to working with you on this matter. Please sign and return a copy of this agreement signifying your agreement with the terms and provisions herein.

[Signature Page Follows]

Le Tote (Consulting Services)

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Sincerely,

______Robert J. Duffy Managing Director Berkeley Research Group, LLC

AGREED AND ACCEPTED:

Le Tote, Inc.

03 / 22 / 2020 By______Dated______Ed Kremer

Le Tote (Consulting Services)

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Title Engagement Letter File Name BRG - Le Tote - C...rch 22.2020].docx Document ID dfec61e82460d071fde42530cd787ec5d1ddeab5 Audit Trail Date Format MM / DD / YYYY Status Completed

03 / 22 / 2020 Sent for signature to Edward Kremer ([email protected]) and Bob 19:13:32 UTC-8 Duffy ([email protected]) from [email protected] IP: 74.65.203.8

03 / 22 / 2020 Viewed by Edward Kremer ([email protected]) 19:46:15 UTC-8 IP: 24.228.194.39

03 / 25 / 2020 Viewed by Bob Duffy ([email protected]) 20:13:21 UTC-8 IP: 40.107.221.95

03 / 22 / 2020 Signed by Edward Kremer ([email protected]) 19:46:34 UTC-8 IP: 24.228.194.39

03 / 30 / 2020 Signed by Bob Duffy ([email protected]) 05:46:52 UTC-8 IP: 73.69.53.73

03 / 30 / 2020 The document has been completed. 05:46:52 UTC-8 Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 33 of 62

Exhibit B

Duffy Declaration Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 34 of 62

Proposed Co-Counsel to the Debtors and Debtors in Possession

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

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

DECLARATION OF ROBERT J. DUFFY IN SUPPORT OF DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION OF BERKELEY RESEARCH GROUP, LLC AS FINANCIAL ADVISOR, EFFECTIVE AS OF AUGUST 2, 2020 AND (II) GRANTING RELATED RELIEF

I, Robert J. Duffy, make this declaration (the “Declaration”) pursuant to 28 U.S.C. § 1746,

and state:

1. I am a Managing Director of Berkeley Research Group, LLC (“BRG”), a financial

advisory services firm with numerous offices throughout the country.

2. I am duly authorized to execute this Declaration on behalf of BRG and in support

of the Debtors’ Application for Entry of an Order (I) Authorizing the Retention of Berkeley

Research Group, LLC as Financial Advisor, Effective as of August 2, 2020 and (II) Granting

Related Relief (the “Application”).2 This Declaration is being submitted in connection with the

Application. Unless otherwise stated in this Declaration, I have personal knowledge of the facts

set forth herein.3

BRG’s Qualifications

3. BRG’s Corporate Finance practice consists of senior financial, management

consulting, accounting, and other professionals who specialize in providing financial, business,

and strategic assistance typically in distressed business settings. BRG has a wealth of experience

in providing financial consulting in distressed scenarios and enjoys an excellent reputation for

services it has rendered in both in-court and out-of-court engagements similar to the Debtors and

in large and complex chapter 11 cases on behalf of debtors and creditors throughout the United

States, including Stage Stores, Inc.; Destination Maternity Corporation; American Apparel;

Sports Authority Holdings; Modell’s Sporting Goods, Inc.; rue21; Aerogroup International

(Aerosoles); Wet Seal; Brookstone; Hospital Acquisition (LifeCare); Specialty Retail Shops

Holding Corp. (a.k.a. Shopko); and Videology. BRG’s professionals have experience working on

cases with similar fact scenarios in which they were presented with issues and performed analyses

similar to the work at hand in this case.

4. The individuals who will work on this matter (the “BRG Personnel”) have

substantial expertise in the areas discussed above, and, if approved, will provide services to the

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

3 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at BRG and are based on information provided by them.

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Debtors under an order approving the Application. The BRG Personnel will work closely with the

Debtors’ management and professionals throughout the reorganization process. By virtue of the

expertise of its restructuring personnel, BRG is well qualified to provide services to and represent

the Debtors’ interests in these chapter 11 cases.

5. BRG performed significant prepetition advisory work for the Debtors, and as a

result has acquired significant knowledge of the Debtors and their businesses, and familiarity with

the Debtors’ financial affairs, debt structure, operations, and related matters. Likewise, in

providing prepetition services to the Debtors, BRG Personnel have worked closely with the

Debtors’ management and their other advisors. Accordingly, BRG has experience, expertise, and

specifically relevant knowledge regarding the Debtors that will assist it in providing effective and

efficient services in these chapter 11 cases. The Debtors submit that the retention of BRG on the

terms and conditions set forth herein is necessary and appropriate, in the best interest of the Debtors’

estates, creditors, and all other parties in interest, and should be granted in all respects.

Services to be Rendered

6. Generally, BRG shall perform activities and services to assist the Debtors

throughout the Debtors’ chapter 11 process. A summary of the services that the BRG Personnel

expect to perform during the course of their retention is set forth below.4

(a) Support the development of restructuring plans, financing and strategic alternatives for maximizing the enterprise value of the Company;

(b) Prepare various financial analysis to support restructuring alternatives including liquidity forecast, four wall profitability, expense levels and others as necessary;

4 The summaries of the Engagement Letter contained in this declaration are provided for purposes of convenience only. Certain of the work streams outlined in the Engagement Letter were completed prior to the Petition Date or superseded by the filing of these chapter 11 cases. In the event of any inconsistency between the summaries contained herein and the terms and provisions of the Engagement Letter, the terms of the Engagement Letter shall control unless otherwise set forth herein.

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(d) Provide advice to management on cash conservation measures and liquidity forecasting after analyzing and stress testing weekly cash flows under various scenarios;

(e) Assist Company with the communications and negotiations with various third parties to support restructuring alternatives;

(f) Other services as requested or directed by the CEO, the board of directors of the Company (the “Board”) or other Company personnel as authorized by the Board and agreed to by BRG;

(g) If a chapter 11 bankruptcy were to become necessary, assist the Company with activities relating to such bankruptcy including, as appropriate, testimony if requested and

(h) Identify likely buyers or strategic limitations of certain potential buyers.5

No Duplication of Services

7. BRG understands that the Debtors may retain additional professionals during the

term of its engagement and will work cooperatively with such professionals to integrate any

respective work conducted by the professionals on behalf of the Debtors. The services provided

by BRG will complement, and not duplicate, the services to be rendered by any other professional

retained in these chapter 11 cases.

Professional Compensation

8. BRG’s decision to accept this engagement is conditioned upon its ability to be

retained in accordance with its customary terms and conditions of employment, compensated for

its services, and reimbursed for the out-of-pocket expenses it incurs in accordance with its

customary billing practices, as set forth in the “Fees and Expenses” section of the Engagement

5 While not included in the terms of the Engagement Letter, the Debtors and BRG intend for the scope of the Services to include these activities.

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Letter (the “Fee and Expense Structure”) pursuant to section 328(a), and not section 330, of the

Bankruptcy Code.

9. The hourly rates charged by BRG for the services provided by its personnel differ

based upon, among other things, each professional’s level of experience, geographic differentials,

and types of services being provided. In the ordinary course of business, BRG periodically revises

its hourly rates to reflect promotions and other changes in personnel responsibilities, increases in

experience, and increases in the cost of doing business. BRG’s current standard hourly rates for

2020, for BRG Personnel that will work on this engagement, are as follows:

Position Hourly Rate Managing Director $795 - $1,095 Director $600 - $835 Professional Staff $285 - $740 Support Staff $125 - $260

10. In the normal course of business, BRG may periodically adjust its billing rates.

Changes in applicable hourly rates will be noted on the invoices for the first time period in which

the revised rates become effective.

11. Further, in addition to the hours based on Professional Fees, BRG will receive a

one-time payment of $750,000 (the “Success Fee”). The Success Fee will be due and payable five

(5) business days after the final payment is made on the ABL and Term Loan Credit Facilities.

12. In addition to compensation for professional services rendered by BRG Personnel,

BRG will seek reimbursement for reasonable and necessary expenses incurred in connection with

these chapter 11 cases, including, but not limited to, reasonable travel expenses, costs of

reproduction, research, communications, legal counsel, any applicable sales or excise taxes, and

other direct expenses.

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13. The Fee and Expense Structure is consistent with and typical of compensation

arrangements entered into by BRG and other comparable firms that render similar services under

similar circumstances. The Debtors believe that the Fee and Expense Structure is reasonable,

market-based, and designed to compensate BRG fairly for its work and to cover fixed and routine

overhead expenses.

14. To the extent BRG uses the services of independent contractors or subcontractors

(the “Contractors”) in these chapter 11 cases, BRG shall: (a) pass through the cost of such

Contractors to the Debtors at the same rate that BRG pays the Contractors; (b) seek reimbursement

for actual costs only; (c) ensure that the Contractors are subject to the same conflict checks as

required for BRG; and (d) file with the Court such disclosures required by Bankruptcy Rule 2014.

15. To the extent BRG requires services of its international divisions or personnel from

specialized practices, the standard hourly rates for that international division or specialized practice

will apply.

16. BRG intends to apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the

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

including any order approving this Application and consistent with the proposed compensation set

forth in the Engagement Letter.

17. BRG does not believe it is a “creditor” with respect to fees and expenses of any of

the Debtors within the meaning of section 101(10) of the Bankruptcy Code.

18. BRG received unapplied advance payments from the Debtors in the amount of

$250,000 (the “Cash on Account”). According to BRG’s books and records, during the ninety-day

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period prior to the Petition Date, the Debtors paid BRG $746,653 in aggregate for professional

services performed and expenses incurred, including the Cash on Account.6

19. The Debtors and BRG have agreed that any portion of the Cash on Account not

used to compensate BRG for its prepetition services and reasonable and documented out-of-pocket

expenses will be held and applied against its final post-petition billing and will not be placed in a

separate account.

20. Due to the ordinary course and unavoidable reconciliation of fees and submission

of expenses immediately prior, and subsequent to the Petition Date, BRG may have incurred, but

not invoiced, fees and reimbursable expenses that relate to the pre-petition period. BRG intends

to apply such amounts against the Cash on Account. As agreed to with the Debtors, the remainder

of the Cash on Account, will be held as a general retainer as security for postpetition services

and expenses.

BRG’s Disinterestedness

21. In connection with the proposed employment and retention of BRG by the Debtors,

BRG7 undertook to determine whether it had any conflicts or other relationships that might cause

it not to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically,

BRG obtained from the Debtors and/or their representatives the names of individuals and entities

that may be parties in interest in these chapter 11 cases (the “Potential Parties in Interest”).

Accordingly, we are relying on the accuracy and completeness of this information in connection

with our conflict review and disclosure. Such parties are listed on Schedule 1. BRG’s review,

6 The initial Cash on Account, in the amount of $250,000 as reflected in the Engagement Letter, was received prior to the ninety-day period and is thus not included in this figure.

7 All disclosures herein pertaining to relationships with the Potential Parties in Interest or other elements of BRG’s disinterestedness encompass both Berkeley Research Group, LLC and its affiliate, subsidiary and parent entities.

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completed under my supervision, consisted of a query of the Schedule 1 parties within an internal

computer database containing names of individuals and entities that are present or former clients

of BRG. A summary of such relationships that BRG identified during this process is set forth on

Schedule 2 to this Declaration.

22. Based on the results of its review, BRG does not have a relationship with any of

the parties on Schedule 1 in matters related to these proceedings. As set forth in Schedule 2,

which is attached hereto, BRG has certain relationships with certain parties-in-interest in these

cases, but such relationships are unrelated to either the Debtors or the chapter 11 cases. To the

best of my knowledge, no services have been provided to these parties in interest which involve

their rights in the Debtors’ chapter 11 cases, nor does BRG’s involvement in these cases

compromise its ability to continue such consulting services.

23. BRG, and its affiliates are a global consulting firm that helps leading organizations

advance in three key areas: disputes and investigations, corporate finance, and performance

improvement and advisory. As part of its diverse practice, BRG appears in numerous cases,

proceedings, and transactions involving many different professionals, including attorneys,

accountants, investment bankers, and financial consultants, who may represent claimants and

parties in interest in these chapter 11 cases. Further BRG has in the past, currently, and may in the

future, be represented by several attorneys and law firms, some of whom may be involved in these

chapter 11 cases. In addition, BRG has been in the past, currently, and likely will be in the future,

engaged in matters unrelated to the Debtors or these chapter 11 cases in which it works with or

against other professionals involved in these cases. Moreover, BRG might have referred work to

other professionals who are retained in these chapter 11 cases. Likewise, certain such

professionals who are retained in these chapter 11 cases might have referred work to BRG. To the

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best of my knowledge, information, and belief, insofar as I have been able to ascertain after

reasonable inquiry, none of these business relations constitute interests adverse to the Debtors.

24. From time to time, BRG has provided services, and likely will continue to provide

services, to certain creditors of the Debtors and various other parties adverse to the Debtors in

matters wholly unrelated to these chapter 11 cases. As described herein, however, BRG has

undertaken a detailed search to determine, and to disclose, whether it either is providing or has

provided services to any significant creditor, equity security holder, insider or other party in

interest in such unrelated matters.

25. To the best of my knowledge, information and belief, insofar as I have been able to

ascertain after reasonable inquiry, and except as set forth herein, neither I nor any BRG managing

Director or Director, or member of the BRG engagement team (a) have any connection with the

U.S. Trustee, or any employee in the U.S. Trustee’s office or (b) are related or connected to any

United States Bankruptcy Judge for the Eastern District of Virginia or any of the District Judges

for the Eastern District of Virginia who handle bankruptcy cases, except as otherwise set forth

herein.

26. To the best of my knowledge, none of the BRG Personnel is a direct holder of any

of the Debtors’ securities. It is possible that certain BRG Personnel or BRG employees, managing

directors, board members, equity holders, or affiliates of any of the foregoing, may own interests

in mutual funds or other investment vehicles (including various types of private funds) that own

the Debtors’ or other parties in interest’s debt or equity securities or other financial instruments

including bank loans and other obligations. Typically, the holders of such interests have no control

over investment decisions related to such investment funds or financial instruments. BRG’s policy

prohibits its employees from personally trading in the Debtors’ securities.

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27. From time to time, BRG may be asked to value and manage the liquidation of assets

of investment funds. Such investment funds could, from time to time, take positions in debt or

equity of the Debtors, without BRG’s knowledge or consent. BRG has no pecuniary interest in

such investment funds, nor will BRG profit from the value realized from the sale of their interests

in the Debtors. Under such circumstances, if BRG is providing valuation work on any debt or

equity securities of the Debtors for any investment fund for the duration of this engagement, then

the BRG employee undertaking such work will be restricted and have no access to the confidential

information of the Debtors. Moreover, to the extent any employee of BRG is utilized on this

engagement for valuation expertise (and, accordingly, given access to confidential information of

the Debtors), for the duration of this engagement, that employee will not perform any valuation

work on any debt or equity securities of the Debtors for any investment fund.

28. To the best of my knowledge, information, and belief, insofar as I have been able

to ascertain after reasonable inquiry, except as set forth herein, BRG has not been retained to assist

any entity or person other than the Debtors on matters relating to, or in direct connection with,

these chapter 11 cases. BRG will continue to provide professional services to entities that may be

creditors or equity security holders of the Debtors or other parties in interest in these

chapter 11 cases; provided such services do not relate to, or have any direct connection with, these

chapter 11 cases or the Debtors.

29. No promises have been received by BRG, nor any employee or exclusive

independent contractor thereof, as to payment or compensation in connection with these cases

other than in accordance with the provisions of the Bankruptcy Code. Except for internal

agreements among the employees and exclusive independent contractors of BRG regarding the

sharing of revenue or compensation, neither BRG nor any of its employees or exclusive

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independent contractors has entered into an agreement or understanding to share compensation as

described in Bankruptcy Rule 2016.

30. Accordingly, except as otherwise set forth herein, insofar as I have been able to

determine, none of BRG, I, nor any employee of BRG who will work on the engagement holds or

represents any interest adverse to the Debtors or their estates.

31. To the extent that BRG discovers any additional facts or information bearing on

matters described in this Declaration that require disclosure, during the period of the Debtors’

retention of BRG, I will file a supplemental disclosure with the Court as required by Bankruptcy

Rule 2014.

[Remainder of page intentionally left blank]

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

and correct to the best of my information, knowledge and belief.

Dated: August 24, 2020 By: /s/ Robert Duffy

Name: Robert Duffy Title: Managing Director Berkeley Research Group, LLC Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 46 of 62

Schedule 1

Potential Parties in Interest

Debtor Marc Metrick French Tote LLC Mark Fedorowycz Le Tote, Inc. Mindy Novack Le Tote, LLC Neera Graf Lord & Taylor LLC Nicholas Fairbairn LT Card Company LLC Patricia Heaney Richard Baker Current Directors and Officers Ruth Hartman Brett Northart Sayen Pather Charlie Bowman Shyam Sundar Dan Mickelson Stephen Gold David MacDougall Suzanne Lee Ed Kremer Theodore Li Matt Krueger Vijay Khare Michael Van Den Berg Rakesh Tondon Equity Holders (>5%) Robert Escobar Accelerate-IT Ventures Fund I, LP Robert Wehrle Azure Capital Partners III, L.P. Brett Northart Former Directors and Officers HBC US Propco Holdings LLC Amy Ard Rakesh Tondon Andrew Blecher Bari Harlam Surety Bonds Becky Roof Philadelphia Indemnity Insurance Company Brian Hoke Bruce Moore Secured Lien Parties David Schwartz Arkansas Federal Credit Union et al Edward Record B. H. MULTI COLOR CORP. Elliot Grundmanis B.H. MULTI COM CORP. Franco Perugini BANK OF AMERICA, N.A., AS AGENT Helena Foulkes Bank of America, N.A., as Collateral Agent Ian Putnam for the Secured Parties James Tagliani Bernadette Beekman et al Jana Beiswenger Bina Radosti Janis Leigh CISCO SYSTEMS CAPITAL Jeffrey Levy CORPORATION Jennifer Grasso CITIZEN WATCH COMPANY OF Kerry Mader AMERICA, INC. Kristen Nesbit CRIMINAL COURT OF THE CITY OF Kurt Schneider NEW YORK Lauren Miller DeShawn Williams Lauren Rosenthal Eloquence Corporation Lu Zhang GE CAPITAL RETAIL BANK

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GE Money Bank HMAdviseCo, LLC dba Nfluence Partners HBC US Propco Holdings LLC Katten Muchin Rosenman LLP Hilco Merchant Resources, LLC Kirkland & Ellis LLP IBM CREDIT LLC IKON FINANCIAL SVCS Insurers Isadora Myrna Levin Allianz Jason B. Bass AXA Klauber Brothers, Inc. Beazley LALI JEWELERY INC. CHUBB LE VIAN CORP. Great American LJM, INC. Hanover Maria Verderber Liberty Mutual Mildoris Temkin NFIP Philadelphia Indemnity Insurance Company STARR RICHLINE GROUP, INC. Tokio Marine RUGS AMERICA CORPORATION Underwriters at Lloyd's Steven Cavallo Western World Insurance Company Susannah Mulhearn TCG BDC, Inc., as Agent Surety / Insurance Brokers The Adoni Group, Inc. ASCO Tianhai Lace USA, Inc. Wells Fargo Bank, National Association, as Adverse Party Agent 500 Broadway, LLC v. Lord & Taylor, LLC Wildflower + Co., Inc. and LT Propco, LLC WLXT, LLC Alexandria Rudolph v. HBC, Saks & Company LLC, and Lord & Taylor LLC Credit Agreement Agents and Lenders Ambrose Gray and David Bowen v. Lord & Carlyle Private Credit Fund Taylor TCG BDC II, Inc. Arkansas Federal Credit Union v. HBC, TCG BDC, Inc. Saks Incorporated, and Lord & Taylor Wells Fargo, National Association LLC Bernadette Beekman v. Lord & Taylor LLC Master Proceeds Agreement Bert Lasselle v. Lord & Taylor LLC Liquidity Capital II L.P. Bijon Hill Bijon Hill vs. Le Tote, Inc., Rickhouse Lender Media, Inc. and DOES 1- 20 Central Valley Industrial Core Holdings, Bina Radosti v. Lord & Taylor LLC LLC Bledsoe, Kendra v. Lord & Taylor LLC ClearBank, Ltd. Bounce Exchange Inc. HBC Propco Holdings, LLC Breach Notice from Bounce Exchange, Inc. Lord & Taylor Holdings, LLC Carl Crump v. Lord & Taylor LLC Silicon Valley Bank Casillas v. Lord & Taylor, LLC CHANEL INC Debtor Professionals Compass Group, USA BA Securities, LLC Demand Letter from Klauber Brothers Bankruptcy Management Solutons dba Demand Letter from Luliana Hoxha Stretto Demand Letter from Thomas Kennedy

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DePalma v. Lord & Taylor, LLC Taerim Co., LTD. vs. LGB, Inc., J.C. Facebook Penney Corporation, Inc., Pacific Eurotex Forem Packing, Inc. v. Lord & Taylor LLC Corp., Lord & Taylor LLC and Does 1 - Gold Value International Textile, Inc. v. 10 BERNARD CHAUS, INC., EMINENT, Thomas Kennedy v. Lord & Taylor LLC INC., BELK, INC., Tianhai Lace v. Lord & Taylor LLC and BLOOMINGDALE'S, Bernard Chaus INC.,DILLARD'S, INC., HUDSON'S Tianhai Lace v. Lord & Taylor LLC and BAY GOMPANY, LORD & TAYLOR Kellwood LLC, and NORDSTROM, INC. Tianhai Lace v. Lord & Taylor LLC and In re Payment Card Interchange Fee and The Levy Group Inc. Merchant-Discount Antitrust Litigation Troy Toon v. Lord Taylor LLC (includes Saks and L&T) Wendy Levitt v. Lord & Taylor LLC Jing Zhao v. Lord & Taylor LLC Wildflower + Co., Inc. Klauber Brothers Wildflower + Co., Inc. vs. Steve Madden, Klauber Brothers Inc. v. Essential Brands Ltd., Amazon.com, Inc., DSW Shoe and Lord & Taylor LLC Warehouse, Inc., Lord & Taylor LLC, Klauber Brothers, Inc. Macy's, Inc., Nordstrom, Inc. and Does 1 Klauber Brothers, Inc. vs. Essential Brands - 10 Inc., BHLDN.com, LLC, Age Group XCEL-CT MFG LLC Ltd., Lord & Taylor LLC, David's Bridal, Xiomara Morales Eminent, Inc., Dillard's, Inc., ZZ Fashion Corp. v. Lord & Taylor LLC; Le Bloomingdale's Inc., Century 21 Tote, Inc. Department Stores LLC, Nordstrom, Inc., Amazon.com, Inc., BOP LLC, Bareweb, Benefit Providers Inc. and Does 1 - 10 Benefit Express Kline v. Lord & Taylor, LLC Caremark Le Tote, Inc. v. Urban Outfitters, Inc. Ceridian Luliana Hoxha Cigna Melon Technologies, LLC v. Le Tote, Inc. Matrix and Lord & Taylor LLC Reliance Monique Hawkins v. Hudson's Bay USI Company and Lord & Taylor LLC Voya PAGA Action from Bijon Hill and other similarly situated plaintiffs Unsecured Credit Facility PAGA Action from Bijon Hill and other ClearBank, Ltd. similarly situated plaintiffs against Le Tote, Inc., and Rickhouse Media, Inc. Creditor Pieros Construction 360I LLC Reaction Retail, LLC ALEX APPAREL GROUP, INC. Sanaphol Sonexay v. Lord & Taylor LLC Alvarez & Marsal Private Equity Soojin Moon v. Lord & Taylor LLC Performance Improvement Group, LLC SP 35 L.P. v. SAKS & COMPANY, LLC, BETSY N ADAM SALES LORD & TAYLOR, LLC, and LORD & CALERES,INC TAYLOR HOME, LLC Ceridian HCM, Inc. Taerim Co., LTD. CHANEL INC CHRISTIAN DIOR PERFUMES, INC.

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CHUBB Creditors Professionals CRITEO CORP Choate Hall & Stewart LLP DAVID PEYSER SPORTSWEAR INC. Otterbourg P.Cc. DEMOCRACY Willkie Farr & Gallagher LLP DESIGNER FRAGRANCE DIV ERP Logic, LLC Landlords FACEBOOK INC. Central Valley Industrial Core Holdings, FLIK INTERNATIONAL CORP-417632 LLC FOWNES BROTHERS AND CO Crocker Mizner Park III, LTD FRENCH CONNECTION Crossgates Mall Company, LLC G III LEATHER FASHIONS INC FC Yonkers LLC HBC US Propco Holdings LLC Federal Realty HFC PRESTIGE PRODUCTS INC. HBC HIGHLINE UNITED LLC HBC - Bridgewater Commons JONES NY HBC - Burlington Mall KASPER GROUP,LLC HBC - Danbury Fair Mall KATE SPADE & COMPANY HBC - Destiny USA KIEHL'S SINCE 1851 HBC - Eastview Mall KOMAR INTIMATES LLC HBC - Fair Oaks Mall KURT GEIGER LTD HBC - Fashion Center Liquidity Capital II L.P. HBC - Freehold Raceway Mall L'OREAL LANCOME HBC - Garden State Plaza LUCKY BRAND BATHING SUITS HBC - King of Prussia Plaza MANHATTAN BEACHWEAR INC HBC - Livingston Mall ME TOO HBC - Natick Mall MICHAEL KORS WHOLESALE HBC - Northbrook Court LOCKBOX HBC - Quakerbridge Mall NIC + ZOE HBC - Rockaway Town Square Mall NINA FOOTWEAR CORP. HBC - South Shore Mall OFI Carlyle Private Credit Fund HBC - South Shore Plaza PACIFIC ALLIANCE USA INC HBC - The Mall in Columbia POLO/RALPH LAUREN CORPORATION HBC - Trumbull QUAD/GRAPHICS INC. HBC - Twelve Oaks Mall RALPH LAUREN CHILDRENWEAR HBC - Walden Galleria SANCTUARY CLOTHING HBC - Walt Whitman STEVEN MADDEN LTD. HBC - Westfarms Mall SUPREME INTL HBC - White Flint Mall THE LEVY GROUP/LAUNDRY HBC - Willowbrook Mall TOMMY BAHAMA HBC - Woodfield Mall URBAN OUTFITTERS WHSL INC Prucenter Acquisition LLC V. FRAAS PW Fund B, LP WACOAL AMERICA INC. Rocksal Mall, LLC Wells Fargo, National Association Twentieth Street Associates XCEL-CT MFG LLC XSCAPE EVENINGS LTD Vendor 15 West 360I LLC

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436 5th Ave-Con Edison City of Novi, MI ADIDAS AMERICA INC City of Stamford WPCA ADRIANNA PAPELL EVENING City of Stockton AFCO City of Syracuse Albany Water City of Wilkes-Barre- Sewer Maint Fee ALEX APPAREL GROUP, INC. Coast Fire Equipment Alvarez & Marsal Private Equity Comcast Performance Improvement Group, LLC Con Edison AMEREX OF CALIFORNIA CONEDISON SOLUTIONS Aqua Pennsylvania/70279 ConEdison Solutions/Liberty Power, IL Aquarion Water Company of CT Connecticut Natural Gas Corp (CNG) BAK GIRLS INC Constellation NewEnergy/4640 Bala CREATIVE IMPORTS,LLC Bala- Philly Elec CRITEO CORP Baltimore Gas & Electric Co DAVID PEYSER SPORTSWEAR INC. Bay Shore Con Ed - Constellation DC Water and Sewer Authority NewEnergy Deloitte Bay Shore LIPA DEMOCRACY Benefit Express DESIGNER FRAGRANCE DIV Berkeley Research Group, LLC DESIGNER GROUP BERNARD CHAUS INC. DOLCE VITA FOOTWEAR INC BETSY N ADAM SALES Eatontown Sewer Authority Borough of Paramus, NJ EDF Energy Services, LLC Boston -NSTAR/ConEdison Elizabethtown Water Company Boston Water and Sewer Commission Engie Insight Services, Inc. Bounce Exchange Inc. ERP Logic, LLC Braintree Water & Sewer Dept EUROITALY INC/FEI Bridgewater Eversource Energy 660753/56007 Bridgewater Township FACEBOOK INC. Burlington NSTAR Fair Oaks Burlington NSTAR/Liberty Power, IL Fairfax Water - VA CALERES,INC FGL Labs CALVIN KLEIN KIDS UNDERWEAR First Energy Caremark FLIK INTERNATIONAL CORP-417632 CAROLE HOCHMAN DESIGN GROUP Florida Power & Light Company (FPL) Carousel Florida Public Utilities/2137 Central-16 West 39 FOWNES BROTHERS AND CO Central-16 West 39(Annex) FRENCH CONNECTION Ceridian G III LEATHER FASHIONS INC Ceridian HCM, Inc. Garden City Con Ed Champion Energy Services, LLC/4723 Garden City Keyspan CHANEL INC Garden City LIPA CHRISTIAN DIOR PERFUMES, INC. Garden State CHUBB Garden State Plaza Cigna Garden State PSE&G City of Boca Raton, FL GBG USA INC

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GBG USA INC.C/O THE CIT GROUP LXR LXUE,INC GENESCO/JOHNSON & MURPHY Madison Commercial Fuels Green Mountain Energy MAMIYE BROTHERS INC Green Mountain Energy Co CSA Manhasset - LIPA Green Mountain Energy/25211 Manhasset Lakeville HFC PRESTIGE PRODUCTS INC. Manhasset-Lakeville Water District HIGHLINE UNITED LLC MANHATTAN BEACHWEAR INC HUDSON CLOTHING INC MARC JACOBS INTERNATIONAL LLC Hudson Energy Services Matrix Hudson Energy Services NY /Burlington ME TOO NSTAR MICHAEL KORS WHOLESALE Hudson Energy Services NY/Carousel - LOCKBOX National Grid MidAmerican Energy Company/Liberty HUGO BOSS FASHIONS INC. Power Holdings LLC Incorporated Village of Garden City, NY Middlesex Water Company Infinite Energy MIRACLESUIT BY SWIMSHAPER Intelligent Energy Monmouth INTER PARFUMS LUXURAY BRANDS Monmouth - ConEd Solutions JOCKEY MYSTIC INC JONES NY National Grid KAREN KANE National Grid - New York/11742 KASPER GROUP,LLC National Grid - New York/11742-Albany KATE SPADE & COMPANY New Jersey American Water KAYSER-ROTH CORPORATION Company/371331 KIEHL'S SINCE 1851 New York Gas Consolidated Kinetix New York Steam Consolidated King of prussia NIC + ZOE Kirkland & Ellis LLP Nicor Gas/2020/0632/5407 KOMAR INTIMATES LLC NINA FOOTWEAR CORP. KURT GEIGER LTD NYC Water Board L2T INC Orange and Rockland Utilities (O&R) LALI JEWELERY INC. OXFORD APPAREL Lawrence Township Tax Office PACIFIC ALLIANCE USA INC LEON MAX INC. Palisades LEVI'S STRAUSS & CO. Pennsylvania-American Water Company Liberty Power Holdings, LLC PEPCO (Potomac Electric Power Company) Liberty Power Holdings, LLC/Champion PG&E Energy POLO/RALPH LAUREN CORPORATION Liberty Power, IL PREMIUM DENIM LLC/PAIGE DENIM Liberty Utilities \CONEDISON PricewaterhouseCoopers LLP SOLUTIONS PSE&G-Public Service Elec & Gas Co L'OREAL LANCOME QUAD/GRAPHICS INC. Loudon Quakerbridge Loudoun Water RALPH LAUREN CHILDRENWEAR LUCKY BRAND BATHING SUITS RALPH LAUREN FOOTWEAR INC. LUCKY BRAND DUNGAREES,LLC Reliance

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RG&E - Rochester Gas & Electric United Illuminating Company Ridge hill Green mountain Energy United Water Ridgehill UNITED WATER NEW JERSEY Ridgehill Con Edison UNITIL NH Gas Operations Ridgewood - Public UPS Ridgewood PSE&G(18) URBAN OUTFITTERS WHSL INC Rockaway - ConEd Solutions USI Rockaway Township Municipal Utility Utility Telecom S. ROTHSCHILD AND COMPANY V. FRAAS SALANT CORPORATION Village of Northbrook, IL SANCTUARY CLOTHING Village of Nyack Water Dept., NY SDI Industries, Inc Village of Schaumburg, IL South Huntington Water VINCENT CAMUTO LLC Southshore Voya Stamford - yankee WACOAL AMERICA INC. STEVEN MADDEN LTD. Walden-Buffalo-National Grid Stuyvesant/Approved Oil Compa Walt Whitman Suffolk County Water Authority - NY Walt Whitman Con Ed Sunedison LLC Walt Whitman LIPA Sunedison LLC /Quakerbridge Washington SUPREME INTERNATIONAL CORP. Washington Suburban Sanitary Commission SUPREME INTL Waste Management SYNCLAIRE BRANDS INC Water Revenue Bureau Taubman Auburn Hills Associates LP West Farms-Conn.Lt & Pwr Tax Collector, City of Danbury, CT Westchester (09) THE ECHO DESIGN GROUP INC. Westchester Con Ed (1) THE JEWELRY GROUP INC Westchester -Con Edison THE LEVY GROUP/LAUNDRY Westchester Con Edison (15) THOMPSON LOCK & SUPPLY CORP. Westchester Con Edison (33) TOMMY BAHAMA Westchester Con Edison (36) TOMS SHOES INC. Westchester Con Edison (38) Town of Burlington, MA Westchester Infinite Energy Town of Natick, MA Westfarms Associates Town of Salem, NH Wilkes-Barre Town of Westfield, NJ Wilkes-Barre Township Sewer Maintenance Township of Freehold, NJ Willowbrook Township of Livingston, NJ Woodbridge Township of Moorestown, NJ Woodfield - Comed/Champion Energy Township of Wayne, NJ Woodfield - First Energy Township of Woodbridge Sewer Utility Wyoming Valley Sanitary Authority Trumbull WPCA XCEL-CT MFG LLC Twelve Oaks - Detroit Edison XSCAPE EVENINGS LTD Tysons UGI Energy Services LLC Utilities (> $100/month spend) UGI Utilities Inc 15 West UNDER ARMOUR 436 5th Ave-Con Edison Albany Water

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Aqua Pennsylvania/70279 Garden City Keyspan Aquarion Water Company of CT Garden City LIPA Bala Garden State Bala- Philly Elec Garden State Plaza Baltimore Gas & Electric Co Garden State PSE&G Bay Shore Con Ed - Constellation Green Mountain Energy/25211 NewEnergy Hudson Energy Services Bay Shore LIPA Hudson Energy Services NY /Burlington Borough of Paramus, NJ NSTAR Boston -NSTAR/ConEdison Hudson Energy Services NY/Carousel - Boston Water and Sewer Commission National Grid Braintree Water & Sewer Dept Incorporated Village of Garden City, NY Bridgewater Infinite Energy Bridgewater Township Intelligent Energy Burlington NSTAR Kinetix Burlington NSTAR/Liberty Power, IL King of prussia Carousel Lawrence Township Tax Office Central-16 West 39 Liberty Power Holdings, LLC Central-16 West 39(Annex) Liberty Power Holdings, LLC/Champion Champion Energy Services, LLC/4723 Energy City of Boca Raton, FL Liberty Power, IL City of Novi, MI Liberty Utilities \CONEDISON City of Stamford WPCA SOLUTIONS City of Stockton Loudon City of Syracuse Loudoun Water City of Wilkes-Barre- Sewer Maint Fee Madison Commercial Fuels Coast Fire Equipment Manhasset - LIPA Comcast Manhasset Lakeville Con Edison Manhasset-Lakeville Water District CONEDISON SOLUTIONS MidAmerican Energy Company/Liberty ConEdison Solutions/Liberty Power, IL Power Holdings LLC Connecticut Natural Gas Corp (CNG) Middlesex Water Company Constellation NewEnergy/4640 Monmouth DC Water and Sewer Authority Monmouth - ConEd Solutions Eatontown Sewer Authority National Grid EDF Energy Services, LLC National Grid - New York/11742 Elizabethtown Water Company National Grid - New York/11742-Albany Engie Insight Services, Inc. New Jersey American Water Eversource Energy 660753/56007 Company/371331 Fair Oaks New York Gas Consolidated Fairfax Water - VA New York Steam Consolidated FGL Labs Nicor Gas/2020/0632/5407 First Energy NYC Water Board Florida Power & Light Company (FPL) Orange and Rockland Utilities (O&R) Florida Public Utilities/2137 Palisades Garden City Con Ed Pennsylvania-American Water Company

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PEPCO (Potomac Electric Power Company) Walt Whitman LIPA PG&E Washington PSE&G-Public Service Elec & Gas Co Washington Suburban Sanitary Commission Quakerbridge Waste Management RG&E - Rochester Gas & Electric Water Revenue Bureau Ridge hill Green mountain Energy West Farms-Conn.Lt & Pwr Ridgehill Westchester (09) Ridgehill Con Edison Westchester Con Ed (1) Ridgewood - Public Westchester -Con Edison Ridgewood PSE&G(18) Westchester Con Edison (15) Rockaway - ConEd Solutions Westchester Con Edison (33) Rockaway Township Municipal Utility Westchester Con Edison (36) South Huntington Water Westchester Con Edison (38) Southshore Westchester Infinite Energy Stamford - yankee Westfarms Associates Stuyvesant/Approved Oil Compa Wilkes-Barre Suffolk County Water Authority - NY Wilkes-Barre Township Sewer Maintenance Sunedison LLC Willowbrook Sunedison LLC /Quakerbridge Woodbridge Taubman Auburn Hills Associates LP Woodfield - Comed/Champion Energy Tax Collector, City of Danbury, CT Woodfield - First Energy Town of Burlington, MA Wyoming Valley Sanitary Authority Town of Natick, MA Town of Salem, NH Taxing, Regulatory Authorities Town of Westfield, NJ Abington Twp Tax Department Township of Freehold, NJ Alabama Department Of Revenue Township of Livingston, NJ Alabama Income Tax Division Township of Moorestown, NJ Albany County Tax Department Township of Wayne, NJ Ambler Borough Tax Department Township of Woodbridge Sewer Utility Amhest Department Of Revenue Trumbull WPCA Archbald Tax Department Twelve Oaks - Detroit Edison Arizona State Dept Of Revenue Tysons Arkansas Department Of Revenue UGI Energy Services LLC Arkansas Dept Of Finance UGI Utilities Inc Ashley Borough Tax Department United Illuminating Company Aurora Sale Tax Division United Water Avoca Borough Tax Department UNITED WATER NEW JERSEY Banks Twp Tax Department UNITIL NH Gas Operations Bear Creek Twp Tax Department Utility Telecom Bensalem Twp Tax Department Village of Northbrook, IL Benton Twp Tax Department Village of Nyack Water Dept., NY Bergen County Tax Department Village of Schaumburg, IL Berks Eit Bureau Walden-Buffalo-National Grid Berwick Borough Tax Department Walt Whitman Bessemer Alabama Tax Department Walt Whitman Con Ed Bethlehem City Tax Department Bethlehem Township Tax Department

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Black Creek Twp Tax Department City Of Hamtrack Treasurer Blakely Borough Tax Department City Of Hopkinsville Bloomsburg Tax Department City Of Huber Heights Borough Of Bridgeport Tax Department City Of Kansas City Missouri Borough Of Phoenixville Tax Department City Of Mansfield Borough Of Pottstown City Of Muskegon Bourbon County Occup Lic Fee City Of Norwood Boyd County Occupational Tax City Of Parma Bristol Tax Department City Of Pittsburgh Burlington Twp Tax Department City Of Pittsburgh Em-1 Tax Bushkill Twp Tax Department City Of Saginaw Butler Twp Tax Department City Of Sharonville CA Employment Development Department City Of Sheridan California Department Of Revenue City Of St Bernard California Department Of Tax & Fee City Of Stow Administration City Of Twinsburg Carbondale City Tax Department City Of Vandalia Income Tax Carbondale Twp Tax Department City Of Walker Cass Twp Tax Department City Of Warren CCA - Division Of Taxation City Of Westerville Central Collection Agency City Of Wilmington Chester City Tax Department City Of Wilmington Head Tax Chester Twp Tax Department Clarks Green Borough Tax Department Chestnut Hill Twp Tax Department Clarks Summit Borough Tax Department City & County Of San Francisco Clifoton Twp Tax Department City Brook Park Clinton Twp Tax Collector City Income Tax Dept Cloverleaf Lsd City Of Akron Ohio Collector Of Revenue City Of Allentown Collector Of Taxes City Of Allentown Tax Department Collegeville Borough Tax Department City Of Ashland Collingdale Borough Tax Department City Of Battle Creek Colorado Department Of Labor And City Of Bellefontaine Employment City Of Birmingham Colorado Department Of Revenue City Of Bowling Green Columbia County Tax Office City Of Canton Columbus City Treasurer City Of Cincinnati Commision Of Tax City Of Toledo City Of Cincinnati Tax Bureau Comptroller Of The Treasury City Of Covington Connecticut Commissioner Of Revenue City Of Cuyahoga Falls Services City Of Dayton Tax Connecticut Dept Of Revenue City Of Dublin Conyngham Borough Tax Department City Of Greenville Conyngham Twp Tax Collector City Of Greenwood Village Cook County Tax Department City Of Haleyville Coolbaugh Tax Department City Of Hamilton Courtdale Borough Tax Department

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Dallas Borough Tax Collector Franklin Twp Tax Department Dallas Twp Tax Collector Gadsden Revenue Dept Dalton Tax Department Georgia Department Of Revenue Darby Township Municipal Building Glenburn Township Tax Department DC Treasurer Glenolden Borough Tax Department Delaware Department Of Revenue Guam Department of Revenue and Taxation Dennison Twp Tax Department Hanover Twp Tax Dept Denver Manager Of Revenue Harrisburg City Dickson City Tax Department Hartford County Tax Department Dingman Twp Tax Department Harveys Lake Borough Tax Department Director Of Finance Havertown Twp Tax Department Division Of Taxation Hawaii State Tax Collector Dorrance Twp Tax Department Hazelton City Tax Department Dunmore Borough Tax Collector Hazle Twp Tax Department Dupont Borough Tax Department Hemlock Township Tax Dept Duryea Borough Tax Department Hereford Twp Tax Department East Brandywine Twp Tax Department Herrick Twp Tax Department East Fallowfield Twp Tax Department Hilltown Twp Tax Department East Goshen Twp Tax Department Honesdale Borough Tax Department East Lampeter Twp Tax Department Horsham Township Tax Department East Norriton Twp Tax Department Howard County Tax Department East Stroudsburg Borough Tax Department Hughestown Borough Tax Department East Whiteland Twp Tax Office Hunlock Twp Tax Department Easton City Tax Department Huntington Twp Tax Department Eaton Twp Tax Department Illinois Department Of Revenue Edwardsville Borough Tax Department Indiana Department Of Revenue Emmaus Borough Tax Department Jackson Twp Tax Department Employment Security Department Jefferson County Erie County Tax Department Jefferson Twp Tax Department Essex County Tax Department Jenkings Twp Tax Department Exeter Borough Tax Department Jenkintown Borough Tax Department Exeter Twp Tax Department Jermyn Borough Tax Department Fairfax County Tax Department Kansas Dept Of Revenue Fairfield County Tax Department Kentucky Department Of Revenue Fairmount Twp Tax Department Kentucky State Treasurer Fairview Twp Tax Department Kidder Twp Tax Department Falls Twp Tax Department Kingston Tax Department Fayette County Public School Kingston Twp Tax Department Fishing Creek Twp Tax Department Kline Twp Tax Department Florida Department Of Revenue La Plume Twp Tax Collector Forest City Borough Tax Department Laflin Borough Tax Department Forks Twp Tax Department Lake Township Tax Department Forty Fort Borough Tax Department Lansdowne Borough Tax Department Foster Twp Tax Department Larksville Borough Tax Department Fountain Hill Borough Tax Department Laurel Run Borough Tax Department Franklin Park Borough Tax Department Lehman Twp Tax Collector

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Lenox Twp Tax Department Morrisville Tax Department Leslie County Moscow Borough Tax Department Lexington Fayette Mount Pocono Tax Department Lima City Ms Department Of Revenue Limerick Twp Tax Department Mt. Carmel Township Tax Collector Lititz Borough Tax Department N.J. Division Of Taxation Lorain City Tax Nanticoke Tax Department Lorain Department Of Revenue Narberth Borough Tax Department Louisiana Department Of Revenue And Nassau County Tax Department Taxation Nazareth Borough Tax Department Louisiana Dept Of Revenue Nebraska Dept Of Revenue Louisville/Jefferson County Nescopeck Twp Tax Department Lower Gwynedd Twp Nevada Department Of Taxation Lower Makefield Twp Tax Department New Castle Twp Tax Department Lower Merion Twp Tax Department New Cumberland Borough Tax Department Lower Providence Twp Tax Department New Hampshire Department Of Revenue Lower Southampton Twp Tax Department Administration Luzerne Borough Tax Department New Hope Borough Tax Department Maine Bureau Of Taxation New Mexico Revenue Division Maine Revenue Services New Ringgold Tax Department Malvern Borough Tax Department New Stanton Borough Tax Department Marple Twp Tax Department New Vernon Twp Tax Department Maryland Comptroller Of The Treasury New York County Tax Department Massachusetts Department Of Revenue New York Department Of Revenue Maumee City New York State Department Of Taxation Mcadoo Borough Tax Department And Finance Mercer County Tax Department Newport Twp Tax Department Michigan Department Of Treasury Norfolk County Tax Department Middle Smithfield Twp Tax Department Norristown Borough Tax Department Middlesex County Tax Department North Carolina Department Of Employment Middletown Borough Tax Department Services Millbourne Borough Tax Office North Carolina Department Of Revenue Millville Borough Tax Department North Coventry Twp Tax Department Minnesota Department Of Revenue North Ridgeville City Mississippi Department Of Revenue North Whitehall Township Tax Department Mississippi Tax Commission Northampton Borough Tax Department Missouri Department Of Revenue Northampton Twp Tax Department Monmouth County Tax Department Noxen Twp Tax Department Monroe County Tax Department Nuangola Borough Tax Department Monrow Twp Tax Department NYC Department Of Finance Montana State Treasurer NYS Employment Contributions And Taxes Montgomery County Tax Department Nys Income Tax Montgomery Twp Tax Department NYS Promptax - Sales Tax Moore Twp Tax Department Oakland County Tax Department Moosic Borough Tax Department Office Of Uc Tax Services Central Morris County Tax Department Operations Division

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Ohio Department Of Job And Family Scott County Services Scott County Schools Ohio Department Of Revenue Scott Twp Tax Department Ohio Department Of Taxation Scranton Single Tax Office Ohio School District Scrubgrass Township Tax Department Oklahoma Department Of Revenue Shenandoah Borough Tax Department Oklahoma Employment Security Shickshinny Borough Tax Department Commission Shrewsbury Twp Tax Department Oklahoma Tax Commission Skippack Twp Tax Department Old Forge Borough Tax Department Slocum Twp Tax Department Olyphant Borough Tax Department Smithfield Twp Tax Department Onondaga County Tax Department Somerset County Tax Department Oregon Department Of Revenue South Abington Twp Tax Department Oregon Dept Of Revenue South Cannan Twp Tax Department PA Department Of Revenue South Carolina Department Of Revenue Palm Beach County Tax Department South Carolina Tax Commision Parma Department Of Revenue South Centre Twp Tax Department Passaic County Tax Department South Dakota Department Of Revenue Pen Argyl Borough Tax Department South Whitehall Twp Tax Department Penn Forest Twp Tax Department Spring Brook Twp Tax Department Penn Hills Twp Tax Collection Springfield Income Tax Division Pennsylvania Department Of Revenue Springfield Twp Tax Department Philadelphia Department Of Revenue St Louis Collector Of Revenue Pine Twp Tax Department State Of California / Employment Pittston City Tax Department Development Department Pittston Twp Tax Department State Of Colorado Dept Of Rev Plains Twp Tax Department State Of Delaware Plymouth Borough Tax Department State Of Idaho Plymouth Township Tax Department State Of Maryland Pocono Twp Tax Department State Of Rhode Island Polk Twp Tax Department Stockton Department Of Revenue Pottsville Tax Department Stroud Twp Tax Department Pringle Borough Tax Department Stroudburg Borough Tax Department Prompton Borough Tax Department Suffolk County Tax Department Radnor Twp Tax Department Sugar Notch Borough Tax Department Regional Income Tax Agency Sugarcreek Borough Tax Department Ri Division Of Taxation Sugarloaf Twp Tax Department Rice Township Tax Department Swoyersville Borough Tax Department RITA Tax Authority Tamaqua Borough Tax Department Rockingham County Tax Department Taxation And Revenue Department Ross Twp Tax Department Taylor Borough Tax Department Salem Twp Tax Department Telford Borough Tax Department Salex Twp Tax Department Tennessee Department Of Revenue Salisbury Twp Tax Department Texas Comptroller Of Public Accounts San Francisco County Tax Department Texas Department Of Revenue San Joaquin County Tax Department The City Of Mason Tax Office

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The City Of Reynoldsburg Regional Income Whitehall Twp Tax Department Tax Agency Whitemarsh Twp Tax Department Thornhurst Twp Tax Department Wilkes Barre Twp Tax Department Throop Borough Tax Department Wisconsin Department Of Revenue Tobyhanna Twp Tax Department Wisconsin Dept Of Revenue Towamencin Twp Tax Department Worcester Twp Tax Department Township Of East Union Tax Department Wright Twp Tax Department Treasure City Of Lansing Wyoming Borough Tax Department Treasurer City Of Detroit Wyoming Department Of Revenue Treasurer City Of Flint Yardley Borough Tax Department Treasurer City Of Higland Park Yatesville Borough Tax Department Treasurer City Of Owensboro Yeadon Borough Tax Department Treasurer City Of Pontiac Yonkers Department Of Revenue Treasurer State Of Iowa Tredyffrin Township Tax Office US Trustee Tunkhannock Twp Tax Collector John P. Fitzgerald III Union County Tax Department Joseph A. Guzinski Union Twp Tax Department June E. Turner Upper Darby Twp Tax Office Kenneth Whitehurst III Upper Macungie Twp Tax Department Margaret K. Garber Upper Merion Twp Tax Department Peggy T. Flinchum Upper Providence Twp Tax Department Shannon F. Pecoraro Upper Southampton Twp Tax Department Theresa E. McPherson Upper Uwchlan Township Tax Department Utah State Tax Commission Bankruptcy Judges VEC Central Office Brian F. Kenney Vermont Department Of Taxes Frant J. Santoro Virgin Islands Keith L. Phillips Virginia Department Of Revenue Kevin R. Huennekens Virginia Dept Of Taxation Klienette H. Kindred Warrior Run Borough Tax Department Stephen C. St. John Washington Dc Department Of Revenue Washington DC Tax Department Washington Department Of Revenue Washington State Department Of Revenue Washington Twp Tax Department West Chester Borough Tax Department West Hazleton Borough Tax Department West Norriton Twp Tax Department West Pittston Borough Tax Department West Virginia Department Of Revenue West Virginia Sales Tax Unit West Virginia State Tax Dept West Wyoming Borough Tax Department Westchester County Tax Department White Haven Borough Tax Department

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Schedule 2

List of parties in interest, or affiliates thereof, that currently engage or have engaged BRG, sorted by their relationship to the Debtor, that are unrelated to these Cases1

1 Potential Parties in Interest that are marked with an asterisk are related to closed matters. Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 61 of 62

Secured Lien Parties HBC* CISCO SYSTEMS CAPITAL CORPORATION Vendor GE CAPITAL RETAIL BANK* ADIDAS AMERICA INC GE Money Bank* Caremark Hilco Merchant Resources, LLC* CHUBB IBM CREDIT LLC Cigna Wells Fargo Bank, National Association, as Comcast Agent DAVID PEYSER SPORTSWEAR INC.* Deloitte* Credit Agreement Agents and Lenders Engie Insight Services, Inc. Wells Fargo, National Association FACEBOOK INC. L'OREAL LANCOME Lender Matrix Silicon Valley Bank Nicor Gas/2020/0632/5407* Palisades Debtor Professionals PG&E Katten Muchin Rosenman LLP PricewaterhouseCoopers LLP PSE&G-Public Service Elec & Gas Co* Insurers Reliance Allianz* Ridgewood PSE&G(18)* CHUBB Sunedison LLC* Hanover Sunedison LLC /Quakerbridge* Liberty Mutual UPS Underwriters at Lloyd's Waste Management STARR* Tokio Marine Utilities (> $100/month spend) Comcast Adverse Party Engie Insight Services, Inc. Facebook Nicor Gas/2020/0632/5407* Palisades Benefit Providers PG&E Caremark PSE&G-Public Service Elec & Gas Co* Cigna Ridgewood PSE&G(18)* Matrix Sunedison LLC* Reliance Sunedison LLC /Quakerbridge* Creditor Waste Management CHUBB Taxing, Regulatory Authorities DAVID PEYSER SPORTSWEAR INC.* Alabama Department Of Revenue FACEBOOK INC. Alabama Income Tax Division L'OREAL LANCOME California Department Of Revenue Wells Fargo, National Association California Department Of Tax & Fee Creditors Professionals Administration Choate Hall & Stewart LLP* City & County Of San Francisco City Of Walker* Landlords Florida Department Of Revenue Case 20-33332-KLP Doc 193 Filed 08/24/20 Entered 08/24/20 17:53:14 Desc Main Document Page 62 of 62

Georgia Department Of Revenue North Carolina Department Of Revenue Hawaii State Tax Collector State Of California / Employment Illinois Department Of Revenue* Development Department Massachusetts Department Of Revenue State Of Rhode Island* Michigan Department Of Treasury Utah State Tax Commission* New York Department Of Revenue Virginia Department Of Revenue* New York State Department Of Taxation Virginia Dept Of Taxation* And Finance