Admitted Pro Hac Vice) Cullen D

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Kenneth H. Eckstein (admitted pro hac vice) Cullen D. Speckhart (VSB No. 79096) Robert T. Schmidt (admitted pro hac vice) WOLCOTT RIVERS GATES Stephen D. Zide (admitted pro hac vice) 919 E. Main Street, Suite 2010 Rachael L. Ringer (admitted pro hac vice) Richmond, VA 23219 KRAMER LEVIN NAFTALIS & FRANKEL LLP 200 Bendix Road, Suite 300 1177 Avenue of the Americas Virginia Beach, VA 23452 New York, New York 10036 Telephone: (757) 497-6633 Telephone: (212) 715-9100 Facsimile: (212) 715-8000

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

) In re: ) Chapter 11 ) TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, PURSUANT TO SECTIONS 328 AND 1103 OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR AN ORDER APPROVING THE RETENTION AND EMPLOYMENT OF BERWIN LEIGHTON PAISNER LLP AS SPECIAL FOREIGN COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO DECEMBER 4, 2017

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

above-captioned proceedings (the “Chapter 11 Cases”) of Toys “R” Us, Inc. and its above-

captioned debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”),

files this application (the “Application”) for entry of an order substantially in the form

attached hereto as Exhibit A (the “Order”) authorizing the Committee to retain and employ

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 [Docket No. 10]. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470. Case 17-34665-KLP Doc 1408 Filed 01/02/18 Entered 01/02/18 21:09:56 Desc Main Document Page 2 of 74

Berwin Leighton Paisner LLP (“Berwin Leighton” or the “Firm”) as special foreign counsel

nunc pro tunc to December 4, 2017. In support of this Application, the Committee submits (i)

the Declaration of Ian Benjamin, a partner at the Firm, attached hereto as Exhibit B (the

“Benjamin Declaration”) and (ii) the Declaration of Ronald M. Tucker, of Simon Property

Group, in its capacity as the Committee’s co-chairperson, attached hereto as Exhibit C (the

“Tucker Declaration”). In further support of this Application, the Committee respectfully

represents as follows:

Jurisdiction and Venue

1. This Court has jurisdiction to consider this matter pursuant to 28

U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

2. Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and

1409.

Relief Requested

3. By this Application, the Committee seeks entry of the Order authorizing

the retention and employment of Berwin Leighton as special foreign counsel in these Chapter 11

Cases effective as of December 4, 2017. The Committee requests that the Court approve the

retention of the Firm in accordance with the terms and conditions set forth herein and in the

Benjamin Declaration.

4. The statutory bases for the relief requested in this Application are sections

328(a), and 1103 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the

“Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Bankruptcy Local Rules of the

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

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Relevant Background

5. On September 18, 2017 (the “Petition Date”), each of the Debtors

commenced a voluntary case under chapter 11 of the Bankruptcy Code in this Court. The

Debtors are authorized to operate their businesses and manage their properties as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

6. The Debtors’ Chapter 11 Cases have been consolidated for procedural

purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) and Local

Rule 1015-1.

7. On September 26, 2017, the United States Trustee for the Eastern District

of Virginia (the “U.S. Trustee”), pursuant to sections 1102(a) and (b) of title 11 of the

Bankruptcy Code, appointed the Committee to serve as the Committee for each Debtor and

to represent the interests of all unsecured creditors in these Chapter 11 Cases. The members

appointed to the Committee are: (i) The Bank of New York Mellon, (ii) Euler Hermes North

America Insurance Co., (iii) Evenflo Company Inc., (iv) Huffy Corporation, (v) KIMCO Realty,

(vi) LEGO Systems, Inc., (vii) Mattel, Inc., (viii) Simon Property Group, Inc., and (ix) Veritiv

Operating Company. The Committee has appointed the following two members as the co-chairs:

Mattel, Inc. and Simon Property Group, Inc.

8. The Debtors and their non-debtor affiliates have franchise stores across the

Middle East, Asia, Europe, Australia, and Africa. The Debtors operated approximately 1,600

and licensed approximately 250 stores worldwide as of July 2017. Declaration of David. A.

Brandon, Chairman of the Board and Chief Executive Officer of Toys “R” Us, Inc., in Support of

Chapter 11 Petitions and First Day Motions [Docket No. 20] at ¶ 57.

9. On December 4, 2017, one of the Debtors’ non-debtor subsidiaries that is

incorporated in England, Toys “R” Us Limited (the “Toys UK”) issued a proposal for a company

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voluntary arrangement (the “CVA”) under the insolvency law of England and Wales in order to

impair certain of the unsecured claims of creditors of that subsidiary.

10. On December 4, 2017, the Committee selected Berwin Leighton to serve

as special foreign counsel to advise it regarding the CVA and any other U.K. insolvency issues,

their impact on the Debtors, as well as other issues that may arise regarding foreign jurisdictions.

The Firm’s Qualifications

11. The Committee has selected Berwin Leighton to serve as special foreign

counsel to the Committee and to perform any and all of the services necessary and desirable to

the conduct of these Chapter 11 Cases on behalf of the Committee, including advising it

regarding the current CVA and any other U.K. insolvency issues.

12. The Debtors’ foreign non-debtor subsidiaries are valuable assets to the

Debtors. Toys UK has already commenced a CVA to restructure certain of its unsecured claims

in the U.K., which could have significant implications for the Debtors. The Committee needs

experienced counsel to analyze, monitor, and report on the CVA and any other potential

insolvency proceedings regarding Toys UK’s assets to fulfill the Committee’s duty towards the

Debtors’ unsecured creditors. Further, as the Debtors have subsidiaries in many other foreign

jurisdictions that may be subject to transactions or proceedings in those jurisdictions, the

Committee may in the future require advice on those transactions or proceedings. The

Committee intends to use Berwin Leighton for such advice to the extent that Berwin Leighton

has offices and expertise in such jurisdictions.

13. The Committee has discussed the proposed retention with the Debtors and

understand that the Debtors do not oppose the retention.

14. The Committee chose Berwin Leighton as special foreign counsel because

of its experience and expertise in international corporate and general advisory work, its market

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reputation and particularly with respect to Berwin Leighton’s expertise in advising companies

facing financial difficulties, lenders and unsecured creditors to and investors in such

companies, and advising other restructuring officers, turnaround accountants and

insolvency practitioners (UK bankruptcy trustees). Berwin Leighton has previously been

involved in a wide range of rescues, reconstructions and insolvencies (bankruptcies) in a

variety of industry sectors with both cross border and domestic issues.

15. Berwin Leighton has extensive experience in international mergers and

acquisitions, corporate finance, restructuring, real estate, technology and commercial contracts,

labor and employment, pensions and incentives, taxation and bankruptcy and non-bankruptcy

litigation matters in Europe and Asia. Berwin Leighton’s restructuring and insolvency lawyers

have played significant roles in a wide array of restructuring and/or insolvency cases in the UK

and European market, including MF Global, Eurosail, Gamestation, Kids Company, Digital

Satellite, Tindall Group, Robert Dyas, One Blackfriars, BHS, Whiteleys Insurance Consultants.

In many cases, Berwin Leighton advised unsecured creditors with respect to such restructurings

and insolvency cases. In addition, Berwin Leighton has significant experience where a company

has proposed a CVA, particularly in the retail sector, where it has acted for the company and its

CVA nominees (for example, Bowlplex, LINPAC and Stylo) or where it has acted for landlords

who are faced with a proposal for a CVA (for example, BHS, Blacks Leisure and JJB). It is also

currently acting for the largest unsecured creditor in the MF Global collapse in relation to a CVA

proposed last month by the joint special administrators of the main MF Global UK entity.

Berwin Leighton’s restructuring lawyers have also played significant roles in a wide arrange of

debt restructuring and/or insolvency cases in the Asian market, including acting for creditors

following the Chapter 11 filing of Overseas Shipping Group. Based on such broad experience,

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Berwin Leighton’s retention as special foreign counsel to the Committee is reasonable and

necessary under the circumstances and in the best interest of the Debtors’ estates and their

creditors.

16. Berwin Leighton is based in the United Kingdom and has offices in many

of the places that the Debtors and their subsidiaries have operations, including Germany, China,

Hong Kong and Singapore. Berwin Leighton is expected to render such legal services as the

Committee may consider desirable to discharge the Committee’s responsibilities and further the

interests of the Committee’s constituents in these cases. In acting as special foreign counsel for

the Committee, it is expected that the Firm’s services will include, without limitation, advising

the Committee with respect to the assets, liabilities, financial condition, and legal issues

surrounding the Debtors’ European and Asian subsidiaries that may be relevant to these Chapter

11 Cases. These include issues surrounding the CVA, which is already underway, and any issues

that may arise affecting the subsidiaries in many of the areas where the Debtors have substantial

operations.

Services to be Rendered

17. The Committee requires knowledgeable counsel to render these essential

professional services. As noted above, Berwin Leighton has substantial expertise in UK

restructuring and insolvency law, as well as the restructuring laws of other European and Asian

countries. Accordingly, the Committee respectfully submits that the Firm is uniquely well-

qualified to perform these services and represent the Committee’s interests in these Chapter 11

Cases.

18. The Committee has retained Kramer Levin Naftalis & Frankel, LLP

(“Kramer Levin”) as lead bankruptcy counsel, and retained Wolcott Rivers Gates as co-counsel.

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The Committee may file further applications to retain other counsel.2 Because of the respective

well-defined roles of counsels to the Committee, Berwin Leighton will not duplicate the services

of Kramer Levin and Wolcott Rivers Gates, and will function cohesively to ensure that legal

services provided to the Committee are not duplicative. Moreover, at all stages of these Chapter

11 Cases, the Committee will oversee the various legal professionals retained by the Committee

to further ensure that no firm duplicates the services provided by any other firm.

Statement Regarding Revised Guidelines

19. As this Court is aware, on June 11, 2013, the Executive Office of the

United States Trustees (the “EOUST”) adopted new Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases (the “Revised Guidelines”).3

20. Among other things, the Revised Guidelines require attorneys in certain

larger chapter 11 cases to provide additional documentation and make significant new

disclosures in connection with their retention under section 1103 and compensation under section

330 of the Bankruptcy Code. The Committee and Berwin Leighton understand that the Revised

Guidelines are applicable in these Chapter 11 Cases and intend to make a reasonable effort to

comply with the Revised Guidelines both in connection with this Application and the interim and

final fee applications to be filed by the Firm in these Chapter 11 Cases.

Professional Compensation

21. As further described in the Benjamin Declaration, Berwin Leighton

intends to seek compensation for professional services rendered on an hourly basis and

2 Because Berwin Leighton does not have an office in Canada, the Committee intends to file an application to retain a separate firm as Canadian counsel. 3 By their terms, the Revised Guidelines “apply to the [U.S. Trustee’s] review of applications for compensation filed by attorneys in larger chapter 11 cases,” and are intended as an update to the original Guidelines adopted by the EOUST in 1996.

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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 procedures or orders of the Court as are applicable

to these Chapter 11 Cases.

22. Berwin Leighton’s billing practices and rates are summarized below and

are consistent with those generally governing the firm’s representation of its other clients.

23. Berwin Leighton’s current hourly billing rates, which are charged the

same for both bankruptcy and nonbankruptcy clients, are as follows:4

Partners £605 to £875 Associate Directors £500 to £550 Senior Associates £350 to £540 Junior Associates £265 to £340 Trainees £210 to £230

24. Berwin Leighton’s billing rates are designed to compensate the Firm fairly

for the work of its professionals. The hourly fees are comparable to those charged by attorneys

of similar experience and expertise for engagements of similar scope and complexity to these

Chapter 11 Cases.

25. Berwin Leighton’s hourly billing rates are subject to periodic review and

adjustments to reflect, among other things, changes in responsibilities and increased experience.

Berwin Leighton will file a supplemental affidavit with the Court describing any increase in its

billing rates and provide not less than ten (10) business days’ notice of such increases to the

Debtors, the Committee, and the U.S. Trustee.5

4 The Firm’s rates are adjusted annually starting with May 1 of each calendar year. The above listed billing rates are in effect until May 1, 2018. 5 In March and September of each year, there is a step-up of associate class to reflect an increase in each associate’s class seniority and post-qualification experience. This annual step-up is not considered a “rate increase” as the billing rate among the applicable associate class does not change. As discussed above, the Firm’s rates are adjusted annually starting with May 1 of each calendar year.

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26. Berwin Leighton’s hourly billing rates for professionals are not intended

to, and do not, cover out-of-pocket expenses and certain elements of overhead that are typically

billed separately. Accordingly, the Firm regularly charges its clients for the expenses and

disbursements incurred in connection with the client’s case, including, inter alia,

telecommunications, photocopying, postage and package delivery charges, court fees, transcript

costs, travel expenses, expenses for working meals and computer-aided research. Berwin

Leighton intends to seek reimbursement for expenses incurred in connection with its

representation of the Committee in accordance with its normal reimbursement policies, subject to

any modifications Berwin Leighton is required to make to comply with the applicable provisions

of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, guidelines established by the

U.S. Trustee, and any procedures or other orders of the Court as are applicable to these Chapter

11 Cases.

The Firm’s Disinterestedness

27. The Firm has informed the Committee that in its view it:

a. does not hold or represent an interest adverse to the Committee, the Debtors or the estates in the Chapter 11 Cases;

b. is a “disinterested person” as defined by section 101(14) of the Bankruptcy Code; and

c. has no connection with the Committee, the Debtors, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee in these Chapter 11 Cases, except as may be disclosed in the Benjamin Declaration.

28. Berwin Leighton has fully informed the Committee of its ongoing

representations as described in the Benjamin Declaration and the Committee has consented to

Berwin Leighton’s continued representation of such entities in matters unrelated to these

proceedings.

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29. Berwin Leighton has informed the Committee that the Firm will conduct

an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances

exist or arise in these Chapter 11 Cases. If any new relevant facts or relationships are discovered

or arise, Berwin Leighton will use reasonable efforts to identify such further developments and

will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

30. Based on the foregoing and the Benjamin Declaration, Berwin Leighton is

a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as

required by section 327(a) of the Bankruptcy Code.

Supporting Authority

31. The Committee seeks to appoint Berwin Leighton as its counsel in

accordance with sections 328(a) and 1103 of the Bankruptcy Code. Section 328(a) authorizes a

committee appointed under section 1102 of the Bankruptcy Code, with the court’s approval, to

employ a “professional person under section 1103 of the Bankruptcy Code, as the case may be,

on any reasonable terms and conditions of employment, including on a retainer, on an hourly

basis, on a fixed or percentage fee basis, or on a contingent fee basis.” Section 1103 of the

Bankruptcy Code, in turn, requires that an attorney employed to represent a committee “may not

represent any other entity having an adverse interest in connection with the case.”

32. The Committee submits that for all the reasons stated above and in the

Benjamin Declaration, the retention and employment of Berwin Leighton as special foreign

counsel to the Committee is warranted under sections 328(a) and 1103. Further, as described in

the Benjamin Declaration, Berwin Leighton does not represent any entity in connection with the

Debtors’ cases other than the Committee, is a “disinterested person” as that term is defined in

section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to

the interests of the Debtors’ estates with respect to the matters for which it is to be employed.

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Notice

33. Notice of this Application has been provided in compliance with this

Court’s Order (I) Establishing Certain Notice, Case Management, and Administrative Procedures

and (II) Granting Related Relief (D.I. 129). The Committee submits that, in light of the nature of

the relief requested, no other or further notice need be given.

No Previous Request

34. No previous request for the relief sought herein has been made by the

Committee to this or any other court.

WHEREFORE the Committee respectfully requests that the Court grant the

relief requested herein and such other and further relief as it deems just and proper.

Dated: January 2, 2018

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF TOYS “R” US, INC., et al.

By: /s/ Ronald M. Tucker Ronald M. Tucker, not in his individual capacity, but solely on behalf of Simon Property Group, L.P., in its capacity as Co- Chair of the Official Committee of Unsecured Creditors of Toys “R” Us, Inc., et al.

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Respectfully submitted,

/s/ Cullen D. Speckhart Cullen D. Speckhart (VSB No. 79096) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633

Local Co-Counsel to the Official Committee of Unsecured Creditors

AND

Kenneth H. Eckstein (admitted pro hac vice) Robert T. Schmidt (admitted pro hac vice) Stephen D. Zide (admitted pro hac vice) Rachael L. Ringer (admitted pro hac vice) KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 [email protected] [email protected] [email protected] [email protected]

Counsel to the Official Committee of Unsecured Creditors

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EXHIBIT A

Proposed Order

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

) In re: ) Chapter 11 ) ) TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

ORDER APPROVING THE RETENTION AND EMPLOYMENT OF BERWIN LEIGHTON PAISNER LLP AS SPECIAL FOREIGN COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO DECEMBER 4, 2017

Upon the Application (the “Application”)2 of the Official Committee of

Unsecured Creditors (the “Committee”) of the above captioned debtors and debtors in

possession (the “Debtors”) for an order, pursuant to Sections 328 and 1103 of title 11 of the

United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules

of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the

Local Rules of Bankruptcy Practice of the United States Bankruptcy Court for the Eastern

District of Virginia (the “Local Rules”), authorizing the Committee to employ and retain

Berwin Leighton Paisner LLP (“Berwin Leighton” or the “Firm”) as the Committee’s

special foreign counsel in these Chapter 11 cases, nunc pro tunc to December 4, 2017, all as

more fully described in the Application; and upon consideration of the Benjamin

Declaration and the Tucker Declaration; and the Court having jurisdiction to consider the

matters raised in the Application pursuant to 28 U.S.C. § 1334; and it having authority to

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 [Docket No. 10]. The location of the Debtors’ service address is One Geoffrey Way, Wayne, NJ 07470. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

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hear the matters raised in the Application pursuant to 28 U.S.C. § 157; and it having venue

pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found that notice of the

Application has been given as set forth in the Application and that such notice is adequate

and sufficient and no further notice need to be given; and the Court having reviewed the

Application, the Benjamin Declaration and the Tucker Declaration; and the relief requested

in the Application being in the best interests of the Debtors’ estates; and the Court having

determined that there exists the required basis for the relief requested in the Application; and

after due deliberation, and sufficient cause appearing therefor;

It is hereby ORDERED that:

1. The Application is hereby granted to the extent set forth herein.

2. In accordance with sections 328(a) and 1103 of the Bankruptcy Code,

Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, the Committee is

hereby authorized and empowered to employ Berwin Leighton as special foreign counsel in

these Chapter 11 Cases, nunc pro tunc to December 4, 2017, and Berwin Leighton is

authorized to perform the services set forth in the Application and the Benjamin Declaration.

3. Berwin Leighton shall be compensated for its services and reimbursed for

any reasonable and necessary expenses and disbursements in accordance with the procedures set

forth in sections 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, Local

Rules for the Eastern District of Virginia, and any other applicable procedures and orders of the

Court. The Firm also intends to make a reasonable effort to comply with the U.S. Trustee’s

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1,

2013 (the “Revised UST Guidelines”) and any procedures or other orders of the Court as are

applicable to these Chapter 11 Cases.

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4. The Committee is authorized and empowered to take all actions necessary

to effectuate the relief granted by this Order.

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

enforceable upon its entry.

6. Prior to any increases in rates as set forth in paragraph 25 of the

Application, Berwin Leighton shall give ten (10) business days’ notice to the Committee, the

Debtors, and the United States Trustee, which notice shall be filed with the Court.

7. In the event that there is any inconsistency between the Declarations,

Application, or Order, this Order shall govern.

8. This Court shall retain exclusive jurisdiction to hear and determine all

matters arising from or related to the implementation, interpretation and/or enforcement of this

Order.

Dated: ______, 2018 Richmond, Virginia THE HONORABLE KEITH L. PHILLIPS UNITED STATES BANKRUPTCY JUDGE

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WE ASK FOR THIS:

/s/ Cullen D. Speckhart (VSB No. 79096) WOLCOTT RIVERS GATES 919 E. Main Street, Suite 2010 Richmond, VA 23219 200 Bendix Road, Suite 300 Virginia Beach, VA 23452 Telephone: (757) 497-6633

Local Co-Counsel to the Official Committee of Unsecured Creditors

AND

Counsel to the Official Committee of Unsecured Creditors

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Exhibit B

Benjamin Declaration

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

) In re: ) Chapter 11 ) TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

DECLARATION OF IAN BENJAMIN IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, PURSUANT TO SECTION 328 AND 1103 OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR AN ORDER APPROVING THE RETENTION AND EMPLOYMENT OF BERWIN LEIGHTON PAISNER LLP AS SPECIAL FOREIGN COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO DECEMBER 4, 2017

Ian Benjamin makes this declaration under 28 U.S.C. § 1746, and states the

following:

1. I am a solicitor (an attorney at law) admitted to practice in England and

Wales and am a partner and member of the law firm of Berwin Leighton Paisner LLP (“Berwin

Leighton”), which is located at Adelaide House, London Bridge, London EC4R 9HA, United

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Kingdom. I make this declaration (the “Declaration”) in support of the application dated

January 2, 2018 (the “Application”) of the duly-appointed Official Committee of Unsecured

Creditors (the “Committee”) in the chapter 11 cases of the above captioned debtors and debtors-

in-possession (collectively the “Debtors”) seeking an order authorizing the retention of Berwin

Leighton as special foreign counsel, nunc pro tunc to December 4, 2017 in compliance with

sections 328 and 1103 of title 11 of the United States Code (the “Bankruptcy Code”), and to

provide the disclosure required under Rules 2014 and 2016 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”). Unless otherwise stated in this Declaration, I have

personal knowledge of the facts hereinafter set forth. To the extent that any information

disclosed herein requires subsequent amendment or modification upon Berwin Leighton’s

completion of further analysis or as additional information becomes available to it, one or more

supplemental declarations will be submitted to the court reflecting the same.

2. Unless otherwise stated in this Declaration, I have personal knowledge of

the facts as set forth herein. To the extent that any information disclosed herein requires

subsequent amendment and/or modification, Berwin Leighton will use reasonable efforts to file a

supplemental declaration reflecting such amended and/or modified information.

Statement Regarding Revised Guidelines

3. Berwin Leighton understands that the Revised Guidelines are applicable in

these Chapter 11 Cases and intends to make a reasonable effort to comply with the Revised

Guidelines in connection with both this Application and the fee requests to be filed by Berwin

Leighton in these Chapter 11 Cases.

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Scope of Services

4. Berwin Leighton is willing to serve as special foreign counsel to the

Committee in connection with these Chapter 11 Cases and to perform all necessary legal services

in connection therewith, as is detailed in the Application. Since its retention on December 4,

2017, at the request of the Committee, Berwin Leighton immediately commenced work on time-

sensitive matters and promptly devoted substantial resources to the Debtors’ cases, including

advising the Committee on the CVA,2 prior to submission and approval of this Application.

Accordingly, the Committee requests approval of the Application nunc pro tunc to the date that

Berwin Leighton was retained on December 4, 2017.

Billing and Compensation

5. Berwin Leighton has agreed to receive compensation and reimbursement

of expenses in accordance with its standard billing practices and subject to this Court’s approval,

pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any procedures or

orders of the Court as are applicable to these Chapter 11 Cases.

6. Berwin Leighton’s standard billing practices and rates, which are

described below, are consistent with those generally governing the firm’s representation of its

other clients.

7. Berwin Leighton’s hourly rates, which are charged the same for both

bankruptcy and nonbankruptcy clients, are as follows:3

2 Terms not defined herein shall have the definitions given to them in the Application. 3 Berwin Leighton’s rates are adjusted annually starting with May 1 of each calendar year. The above listed billing rates are in effect until May 1, 2018.

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Partners £605 to £875 Associate Directors £500 to £550 Senior Associates £350 to £540 Junior Associates £265 to £340 Trainees £210 to £230

8. Hourly rates vary with the experience and seniority of the individuals

assigned. These hourly rates are set at a level designed to compensate Berwin Leighton fairly for

the work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses.

The hourly fees are comparable to those charged by attorneys of similar experience and expertise

for engagements of similar scope and complexity to these Chapter 11 Cases.

9. The rate structure provided by Berwin Leighton is substantially similar to

(a) the rates that Berwin Leighton charges for other similar types of representations or (b) the

rates that other comparable counsel would charge to do work substantially similar to the work

Berwin Leighton will perform in these Chapter 11 Cases.

10. Berwin Leighton’s hourly billing rates are subject to periodic adjustments

to reflect economic and other conditions. If at any time Berwin Leighton increases the rates for

its services in connection with the Engagement, Berwin Leighton will file a supplemental

affidavit with the Court describing such increases and provide notice of such increases to the

Debtors, the Committee, and the U.S. Trustee.

11. Berwin Leighton regularly charges its clients for expenses incurred by it in

connection with representation of a client in a given matter. Such expenses include, without

limitation, travel costs, telecommunications, express or overnight mail, messenger service,

photocopying costs, document processing, overtime meals, computer research-related expenses,

court fees, transcript costs and, in general, all identifiable expenses that would not have been

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incurred except for representation of a particular client. Berwin Leighton intends to seek

reimbursement for expenses incurred in connection with the Engagement in accordance with the

Firm’s normal reimbursement policies, subject to any modifications that may be required to

make to comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules and any

procedures or orders of the Court as are applicable to these Chapter 11 Cases.

12. Berwin Leighton understands that its compensation is subject to approval

by this Court and has agreed to accept as compensation such sums as are allowed by the Court.

13. Berwin Leighton intends to maintain detailed, contemporaneous time

records and apply to the Court for payment of compensation and reimbursement of expenses in

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

Rules, and any procedures or orders of the Court as are applicable to these Chapter 11 Cases.

14. No agreement exists, nor will any be made, to share any compensation

received by Berwin Leighton for its services on behalf of the Committee with any other person

or firm.

Berwin Leighton’s Disclosure Procedures

15. In connection with the proposed retention, I worked with the Committee’s

bankruptcy counsel, Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”), to put together a

comprehensive list of the names and types of entities who may have contacts or connections with

the Debtors (the “Retention Checklist”) based on information obtained from the Debtors. The

categories of names that comprise the Retention Checklist is attached hereto as Schedule 1.4 We

4 Upon information and belief, Schedule 1 is being relied upon by the Debtors’ professionals in conducting their searches in connection with their retention applications. It includes all names in Schedule A to the Second Supplemental Declaration of Jonathan Goulding in Support of the Debtors’ Application to Employ and Retain Alvarez & Marsal North America, LLC as Restructuring Advisors to the Debtors and Debtors in Possession Pursuant to Sections 327(a) and 328 of the Bankruptcy Code Effective Nunc Pro Tunc to the Petition Date [ECF No. 1245].

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also worked with the Kramer Levin to supplement this list with all names in the additional names

of entities relating to certain ad hoc groups and other parties-in-interest in these Chapter 11

Cases, as well as the names of the Committee members.

16. I caused the names of the parties (the “Parties”) identified on Schedule 1

to be entered into Berwin Leighton’s conflict check database to determine whether Berwin

Leighton has connections to the Parties and if so, whether such connections relate in any way to

the proposed representation of the Committee in this case. The Parties include, but are not

limited to, the Debtors and their foreign and domestic nondebtor affiliates; the Debtors’ officers

and directors; the Debtors’ primary secured lenders; the Debtors’ fifty largest unsecured creditors

on a consolidated basis, as identified in the Debtors’ Chapter 11 cases; and institutions known to

Berwin Leighton and Kramer Levin as holders of the Debtors’ secured and unsecured notes.

17. Berwin Leighton will review its files periodically during the pendency of

these Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or

arise. If any new relevant facts or relationships are discovered or arise, Berwin Leighton will use

reasonable efforts to identify such further developments and will promptly file a supplemental

declaration, as required by Bankruptcy Rule 2014(a).

18. Based on this review process, it appears that Berwin Leighton does not

hold or represent an interest that is adverse to the Debtors’ estates and is a disinterested person

who does not hold or represent any interest adverse to and has no connection (subject to the

disclosures set forth below) with the Debtors herein, their creditors, the U.S. Trustee or any

party-in-interest herein in the matters upon which Berwin Leighton is to be retained.

Accordingly, I believe Berwin Leighton to be a “disinterested person” within the meaning of

section 101(14) of the Bankruptcy Code, subject to the following disclosures:

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a. Berwin Leighton’s restructuring and insolvency practice also involves

representing holders of debt and equity securities issued by financially

distressed businesses and buyers and sellers of distressed debt and

securities. One or more clients of the firm may now own or later purchase

secured or unsecured claims against the Debtors. Berwin Leighton

believes that its representation of such parties in matters unrelated to these

Chapter 11 Cases will have no effect on its representation of the

Committee in these Chapter 11 Cases. Berwin Leighton will not advise or

represent any holder of the Debtors’ securities in connection with these

Chapter 11 Cases or any purchaser or seller of any debt or securities of the

Debtors during Berwin Leighton’s representation of the Committee.

Notwithstanding the foregoing, Berwin Leighton will work with Kramer

Levin and Wolcott Rivers Gates to respond to creditor inquiries, as

counsel to the Committee, in furtherance of the Committee’s duties in

accordance with section 1102 of the Bankruptcy Code.

b. As part of Berwin Leighton’s restructuring and insolvency practice,

Berwin Leighton represents companies, lenders and secured and

unsecured creditors in connection with restructuring, insolvency and

corporate matters. Berwin Leighton may have represented, may currently

or in the future represent, or be deemed adverse to, creditors or parties-in-

interest in addition to those specifically disclosed herein in context of

such representations in matters unrelated to these Chapter 11 Cases.

Berwin Leighton believes that its representation of such creditors or other

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parties in such other matters has not and will not affect its representation

of the Committee in these Chapter 11 Cases.

c. In addition to its restructuring and insolvency practice, Berwin Leighton is

a full service law firm with active international mergers and acquisitions,

corporate finance, real estate, technology and commercial contracts, labor

and employment, pensions and incentives, taxation and bankruptcy and

non-bankruptcy litigation matters. Berwin Leighton appears in cases,

proceedings and transactions involving many different attorneys,

accountants, financial consultants and investment bankers, some of which

now or may in the future represent claimants or parties-in-interest in these

cases. Berwin Leighton has not and will not represent any such

entities in relation to the Debtors in these Chapter 11 Cases nor have

any relationship with any such attorneys, accountants, financial

consultants and investment bankers which would be adverse to the

Committee, the Debtors or their estates.

19. The relationships of Berwin Leighton to the parties-in-interest on the

Retention Checklist, as identified pursuant to the disclosure process, are set forth in Schedule 2

hereto.5

20. To the extent an issue arises in connection with any clients that, in the

view of Berwin Leighton, could give rise to an actual or potential conflict, the Committee will

utilize conflicts counsel to address such issue.

5 Fees collected from each of the parties identified in this schedule comprised less than 1.0% of Berwin Leighton’s annual revenues for the periods May 1, 2015 to April 30, 2016; May 1, 2016 to April 30, 2017; and April 1, 2017 to November 30, 2017.

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21. Berwin Leighton believes that its representation of the parties covered in

the above disclosures and in Schedule 2 has not affected and will not affect its representation of

the Committee in these Chapter 11 Cases. Further, the Committee has agreed to waive any

actual or potential conflicts of interest that may arise from Berwin Leighton’s representation of

parties-in-interest described above and in Schedule 2 in matters unrelated to the Debtors, the

Committee or these Chapter 11 Cases. To the extent any employee of Berwin Leighton has a

relationship that, in the view of Berwin Leighton, could give rise to an actual or potential

conflict, an ethical screen will be put in place to ensure that such employee does not have access

to information related to Berwin Leighton’s representation of the Committee.

Affirmative Statement of Disinterestedness

22. Based on the disclosure review process conducted to date and described

herein, it appears that Berwin Leighton (a) does not hold or represent an interest that is adverse

to the Committee, the Debtors or the Debtors’ estates, (b) is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, and (c) does not hold or represent any

interest adverse to and has no connection (subject to the disclosures set forth above) with the

Committee, the Debtors, their creditors, the U.S. Trustee or any party-in-interest in these Chapter

11 Cases, subject to the above material disclosures. Also, Berwin Leighton does not and will not

represent any entities other than the Committee in matters directly related to these Chapter 11

Cases.

Attorney Statement Pursuant to ¶ D.1. of the Revised Guidelines

23. The following is provided in response to the request for additional

information set forth in ¶ D.1. of the Revised Guidelines.

Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

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Response: No.

Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

Response: No.

Question: If you represented the client in the twelve (12) months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

Response: Berwin Leighton did not represent the Committee before its formation on September 26, 2017. Berwin Leighton’s billing rates have not changed since the Petition Date. Berwin Leighton has in the past represented, currently represents and may represent in the future certain Committee members and/or their affiliates in their capacities as official committee members in other chapter 11 cases and/or as set forth in this Application.

Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Response: Berwin Leighton is developing a budget and staffing plan that will be presented for approval by the Committee.

* * * *

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 knowledge and belief.

Dated: January 2, 2018

/s/ Ian Benjamin Ian Benjamin BERWIN LEIGHTON PAISNER LLP

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Retention Checklist

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SCHEDULE 1(a)

Debtors and Debtor Affiliates

Babies “R” Us (Australia) Pty Ltd. Toys “R” Us Poland sp. ZOO Geoffrey Funds, Inc. Toys “R” Us Properties (UK) Ltd. Geoffrey Holdings, LLC Toys “R” Us Properties Ltd. Geoffrey International, LLC Toys “R” Us Property Company I, LLC Geoffrey, LLC Toys “R” Us Property Company II, LLC Giraffe Holdings, LLC Toys “R” Us Retailing (China) Ltd. Giraffe Junior Holdings, LLC Toys “R” Us SARL Magic Group Investments Ltd. Toys Acquisition, LLC MAP 2005 Real Estate, LLC Toys R Us Iberia Real Estate SLU MAP Real Estate, LLC Toys R Us Iberia SAU SALITRU Associates JV Toys R Us Madrid SLU Toys "R" Us Inc. Toys R Us Portugal Brinquedos e Artigos Toys (Labuan) Holding Ltd. Juvenis Lda. Toys (Labuan) Holding Ltd. (BVI) Toys Retailing (Thailand) Ltd. Toys (Labuan) Ltd. Toys‘R’Us (Malaysia) Sdn. Bhd. Toys ‘R’ Us Holdings (UK) Ltd. Toys‘R’Us (Singapore) Pte. Ltd. Toys ‘R’ Us Holdings (UK) Ltd. (UK) Toys”R”Us Sklep Internetowy Sp. ZOO Toys “R” Us - Delaware, Inc. Toys”R”Us Sklep Internetowy Sp. ZOO Toys “R” Us - Japan Ltd. SpK Toys “R” Us - Value Inc. TRU - SVC Inc. Toys “R” Us (Asia) Ltd. TRU (BVI) Asia 1 Ltd. Toys “R” Us (Australia) Pty Ltd. TRU (BVI) Asia 2 Ltd. Toys “R” Us (Canada) Ltd. TRU (BVI) Finance I Ltd. Toys “R” Us (Canada) Ltee TRU (BVI) Finance II Ltd. Toys “R” Us (China) Limited dba Fan Dou TRU (France) Finance Ltd. Cheng Commercial Consulting TRU (France) Holdings Ltd. (Shenzhen) Co. Ltd. TRU (HK) Ltd. (Hong Kong) Toys “R” Us (Hong Kong) Ltd. TRU (Holdings) Ltd. Toys “R” Us (Ireland) Unlimited (Ireland) TRU (Ireland) Holdings Unlimited Toys “R” Us (Taiwan) Trading Ltd. TRU (Japan) Holdings Parent Ltd. Toys “R” Us (UK) Ltd. TRU (UK) Asia Ltd. Toys “R” Us AG TRU (UK) H4 Ltd. Toys “R” Us Children’s Fund TRU (UK) H5 Ltd. Toys “R” Us Europe, LLC TRU (UK) H6, LLC Toys “R” Us Financial Services Ltd. TRU (UK) H7 Ltd. Toys “R” Us France Real Estate SAS TRU (UK) H8 Ltd. Toys “R” Us GmbH TRU (UK) H9 Ltd. Toys “R” Us Handelsgesellschaft mbH TRU (UK) Holdings Limited (UK) Toys “R” Us Holdings (China) Ltd. TRU (UK) Holdings Ltd. Toys “R” Us Holdings Ltd. TRU (UK) Noteholder Ltd. Toys “R” Us Inc. Sucursal en España TRU (Vermont) Inc. Toys “R” Us Ltd. TRU 2005 RE I, LLC

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TRU 2005 RE II Trust Wayne Real Estate Company, LLC TRU 2016-1 Depositor, LLC Wayne Real Estate Holding Company, LLC TRU Asia, LLC Wayne Real Estate Parent Company, LLC TRU Australia Holdings, LLC (fka WREHC amended on 9-5-15) TRU BVI Ltd. Y.K. Babiesrus Internet Japan TRU Capital, LLC¹ Y.K. Toysrus Internet Japan TRU China Holdings, LLC ZT-Winston Salem-Associates JV TRU China Retail Holdings, LLC TRU Europe Ltd. TRU Global Imports BV TRU Global Sourcing Ltd. TRU Global Tooling, LLC TRU GSO (HK) Ltd. TRU GSO, LLC TRU Guam, LLC TRU Holdings 1 Ltd. TRU Holdings 1 Ltd. (BVI) TRU Holdings 2 Unlimited TRU Holdings 2 Unlimited (BVI) TRU Hong Kong Holdings, LLC TRU Hong Kong Ltd. TRU Iberia Holdings 1 SLU TRU Iberia Holdings 2 SLU TRU Japan Holdings 2, LLC TRU Japan Holdings, LLC (converted from TRU Japan Holdings, Inc. on 7-28-16) TRU Mexico Holdings 1, LLC TRU Mexico Holdings 2, LLC TRU Mobility, LLC TRU Netherlands Holdings BV TRU of Puerto Rico Inc. TRU Taj (Europe) Holdings, LLC (name amended from TRU Taj (Spain) Holdings, LLC on 7-28-16) TRU Taj Finance, Inc. TRU Taj Holdings 1, LLC TRU Taj Holdings 2 Ltd. TRU Taj Holdings 3, LLC TRU Taj LLC TRU Thailand Ltd. TRU Thailand, LLC TRUINC Giraffe TRUINC Giraffe fka TRU (Ireland) Holdings Unlimited (Ireland) TRU-SVC LLC TRUToys (UK) Ltd.

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SCHEDULE 1(b)

Current and Former Directors, Officers, Members, and Managers

Barry, Richard Begeman, Gary D. Bekenstein, Joshua Boggs, N. Cornell Brandon, David Carr, Alan J. Cellar, Kurt M. Foster, Jonathan F. Goldman, Neal P. Goodman, Richard Grace, Timothy Hassan, Carla Leand, Paul M., Jr. Levin, Matthew MacNab, Keven MacNow, Joseph Megjhi, Moshin Y. Miller, Alan B. Preston, Diana Raether, Paul Short, Michael Silverstein, Wendy Stein, Jeffrey S. Taylor, Nathaniel Venezia, Patrick Von Walter, Amy Weinstein, David N. Wills, Lance

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SCHEDULE 1(c)

5% or More Equity Holders

Bain Capital KKR Millennium Fund LP Kohlberg Kravis Roberts & Co. LP Toybox Holdings LLC Vornado Realty Vornado Truck LLC

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SCHEDULE 1(d)

Banking Relationships

Banco Popular Banco Popular de Puerto Rico Bank of America Bank of America NA Bank of Hawaii Bank of Hawaii Corp. Bank of New York Brigade Capital Management LP Citi Citibank NA Debussy DTC PLC Dechert LLP Cira Centre Deutsche Deutsche Bank Deutsche Bank AG New York Branch Elavon Financial Services Ltd. UK Branch Fifth Third Fifth Third Bancorp Goldman Goldman Sachs Goldman Sachs Lending Partners LLC Goldman Sachs Mortgage Co. ICD Institutional Cash Distributors LLC JPMorgan Chase JPMorgan Chase & Co. Key Bank Key Bank of VT Milbank Tweed Hadley & McCloy LLP Regions Regions Financial Corp. Situs Asset Management Ltd. United Jersey Bank US Bank US Bank NA US Bank Trustees Ltd. Wells Fargo Bank NA Wilmington Trust NA

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SCHEDULE 1(e)

Bankruptcy Professionals

Alvarez & Marsal Inc. Joele Frank, Wilkinson Brimmer Katcher Lazard Ltd. Prime Clerk LLC

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SCHEDULE 1(f)

Contract Counterparties

Al Futtaim Sons Amic Trading Pty. Ltd. Keshet - Hypertoy Ltd. Lotte Shopping Co. Ltd. Marketing Services & Commercial Projects Operation Co. Tablez Food Co. Top Toy

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SCHEDULE 1(g)

Insurers

Ace American Insurance Co. Ace Property & Casualty Insurance Co. Allied World Assurance Co. American Zurich Insurance Co. Barbican Consortium 9354 - London Continental Insurance Co. of NJ Federal Insurance Co. Great American Assurance Co. Ironshore Indemnity Inc. Liberty Surplus Insurance Co. Lloyds of London Monopolistic National Union Fire Insurance Co. of Pittsburgh PA Nationwide Navigators Insurance Co. Ohio Casualty Insurance Co. PICC Property & Casualty Co. Ltd. Starr Indemnity & Liability Co. Starr Syndicate Limited at Lloyds of London Steadfast Insurance Co. Tokio Marine Tokio Marine - HCC Travelers Casualty & Surety Co. TRU Vermont Inc. US Specialty Insurance US Specialty Insurance Co. HCC Wright National Flood Insurance Co. XL Insurance America Inc. Zurich American Insurance Co. Zurich Insurance Co. Ltd. Zurich Insurance plc UK Branch

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SCHEDULE 1(h)

Landlords

101 & Scottsdale LLC Benderson-Wainberg Associates LP 1189 STCW LLC Benenson Capital Partners LLC 12535 SE 82nd Ave. Bensalem 11 LLC 157th Kendall LLC Berwick-Krausz 18601 Alderwood Mall Parkway LLC Best Buy Stores LP 209 South Point Blvd LLLP Bey Lea Joint Venture 2201 Gallatin Pike LLC Bloomington Commons LLC 3500 48th Street Associates BLT Realty Inc. 3680 Partnership Blvdcon LLC 4000 Oxford Drive Associates LP Brass Mill Center LLC 6711 Glen Burnie Retail LLC BRE DDR BR West Valley MI LLC 6851 Veterans LLC BRE DDR Crocodile Sycamore Plaza LLC 9801 GB Associates LLC BRE DDR Erie Marketplace DST A&W Acquisitions LLC BRE DDR Shoppers World LLC Acadia Mad River Property LLC BRE RC Las Palmas MP TX LP ACF Paramus Plaza LLC BRE/Pearlridge LLC Adam Eidemiller Inc. Brea Union Plaza I LLC Albany Mall LLC Bricktown Square LLC Alisan LLC Brixmor Arborland LLC Alisue LLC Brixmor GA Galleria LLC Alisue Trust Fundamentals Co. Brixmor GA Kingston Overlook LLC Almaden-Blossom Hill LLC Brixmor GA Waterford Commons LLC Anthony M. Cafaro Trust Brixmor GA Westminster LLC ARC Spsantx001 LLC Brixmor Grand Traverse I LLC AREP III BT LLC Brixmor Hale Road LLC Ashment Shopping Center Brixmor Property Owner II LLC Asset Acquisition LLC Brixmor Wendover Place LP Atomic Investments Inc. Brixmor/IA Delco Plaza LLC August America LLC Broadstone Plaza O2 LP Aursan Co. LLC Brookline Northtown LLC AVR CPC Associates LLC Brown - 19 LLC B. Square SC Co. Ltd. Brown, David A. Baby Fields LLC BSM Suburban Plaza LLC Bai Glenbrook LLC BT Hull Street LLC Bali Properties Inc. BTM Development Partners LLC Basser-Kaufman 226 LLC Burbank Realty Co. LLC Bayer Development Co. LLC Burlington Coat Factory BBB Corp. Burlington Coat Factory Realty Of Dublin Bel Air Square LLC Inc. Bell Towne Centre Associates LLC BVK Courtyard Commons LLC Bellingham North Main Street II LLC Cafaro Governors Square Partnership Ben Richman CS Coen & Angelo Cafaro NW Partnership, The

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Canyon Crossing Dunhill LLC CW Dover LLC Castle & Cooke Corona Crossings LLC CW Park Hills Plaza LP Cay Properties Danforth Holdings LLC Centercap Associates Daniel G. Kamin Lima Enterprises Centerpoint Owner LLC DDR Carolina Pavilion LP Century Plaza Corp. DDR Gateway LLC CFT NV Developments LLC DDR Millenia Plaza LLC Chandler Pavilions LLC DDR Nassau Pavilion Associates LP Chapman Cole Attleboro Babies No. Two DDR Norte LLC SE Partnership Ltd. DDR Perimeter Pointe LLC Chee, David DDR Poyner Place LP Cianciolo, Edith J. DDR Southeast Union LLC Cianciolo, Philip A. DDRA Ahwatukee Foothills LLC Cincinnati Holding Co. LLC DDRM Springfield Commons LLC City Bay Plaza LLC DDRTC Fayette Pavilion I & II LLC City National Bank of Miami DDRTC McFarland Plaza LLC City View Towne Crossing Shopping Center De Arellano, Zorahayda Ramirez Clearwater Crossing LP Deptford Plaza Associates Clifton Country Road Assoc. RT CM 6341 Derito Talking Stick South LLC CLPF-Tukwila LP DG Retail Leaseco LLC CM Morris Corners LLC Diajeff LLC Cole Mt. Beavercreek OH LLC Diajeff Trust, The Cole Mt. San Antonio (Highway 151) TX DJA Olathe LP LLC Donahue Schriber Realty Group LP Cole Mt. San Jose CA LP Douglaston Shopping Center Owner LLC Cole Mt. Sunset Valley TX LLC DSF Motels Cole Mt. West Covina Lakes CA LP Dsvegas II LLC Cole TY Coral Springs FL LLC DTD-Devco 8W LLC Colonial Heights Land Associates LP Dunning Farms LLC Colonies-Pacific 19A LLC, The Durham Westgate Plaza Investors LLC Columbia Crossing 1700 LLC Eatontown 36-LLC Columbia Mall Partnership EDK Toys LLC Columbia Plaza Shopping Center JV Edmark IV LLC Connie L. Sillen Family Trust EEC Park Place Cerritos LLC Cooper Olshan Co. El Dorado MP #1 LP Cooper Smolen Joint Venture Empire Mall LLC Cor Route 7 Co. LLC Equity One Florida Portfolio Inc. Cordano Associates Equity One JV Sub Northborough LLC Cosmo Eastgate Ltd. Esan LLC Cottonwood Corners TIC Escondido Mission Village CP Venture Two LLC Excel Ft. Union LLC CPT Creekside Town Center LLC Excel Stockton LLC CPT Shops At Rossmoor LLC Exton/Whiteland Devco CRP II - Horizon Park LLC Facchino/Labarbera Blossom Hill LLC CSM Shops Inc. Family Center Orem Shopping Center LLC Cumberland Mall Associates Fay Estates

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Festival of Hyannis LLC Hersch 2003 LLC Fidelity Syndications Co. LLC Hickory Corners 16B LLC Floit Properties High Ridge LLC Forest Plaza LLC Hillview CH LLC Fort Smith Ventures LLC Hines Global REIT 4875 Town Center LLC Forum Lone Star LP Hines Global REIT San Antonio Retail I LP Fringe Area (PLA) Inc. HM-Up Development Alafaya Trails LLC Frit Escondido Promenade LLC Homestead Co., The FTT Village Fair North LLC Horn Pond Plaza LLC FW CA-Pleasant Hill Shopping Center LLC Horsham Realty Partners LP FW CT-Corbins Corner Shopping Center HRE Properties LLC Huntington Oaks Delaware Partners LLC FW Il - Riverview Plaza LLC IA Lithonia Stonecrest LLC G&I VIII Lakeshore Marketplace LLC IG LC Galleria Alpha Plaza Ltd. Ikea Center Urban Renewal Inc. Garden Fair Realty Associates Ikea Property Inc. Gateway Center Properties III LLC Imbus Enterprises LP Gateway DC Properties IMI Huntsville LLC Gateway Pinole Vista LLC In Retail Fund Woodfield Commons LLC Gator Swansea Property LLC Independence Plaza Center LP GCTC Holdings LLC Indio Jackson LLC GEJ Realty Co. Inland Southeast King's Grant LLC Gemini Place Towne Center LLC Inland Western Charleston North Rivers General Auto Outlet of Evansville LLC LLC GG Lawruk Pleasant Valley 2000 LP Inland Western Concord King's GGP Ivanhoe II Inc. Inland Western Cranberry Dst. GGP Staten Island Mall LLC Inland Western Fort Myers Page Field LLC GGPA State College 1998 LP Inland Western Hickory Catawba LLC GKKL LLC Inland Western Newnan Crossing II LLC Golde Creek Plaza LP Inland Western Southlake Corners Kimball Golden Mile Marketplace LLC LP Goldsmith, John Interstate 5 Center LLC Goodrich Cicero LLC IRC Turfway Commons LLC GP Development Corp. IRC University Crossing LLC Grand Central Parkersburg LLC Irvine Co. LLC Great East Mall IVT Price Plaza Katy LLC Great Northern Mall Holding LLC IVT Renaissance Center Durham II LLC Greenwood 153 LLC Jantzen Dynamic Corp. GS Centennial LLC Jefan Trust, The GW Real Estate of Georgia LLC Jesue LLC Hamilton Village Station LLC JJD-HOV Elk Grove LLC HAP Property Owner LP JLP-Cranberry LLC Hareff Trust JLP-Lynnhaven VA LLC Hart Pacific Commons LLC Johnann LLC Hawthorn Theatre LLC Kentucky Oaks Mall Co. HCL Goodyear Centerpointe LLC Kimco Bayshore LLC

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Kimco Cross Creek 607 Inc. Mascot Trust, The Kimco Lewisville LP Mascott LLC Kimco Lexington 140 LLC Master E. Squared Laredo LLC Kimco North Brunswick 617 Inc. Mattone Group Raceway LLC Kimco Realty Corp. McLain, V.B. Kin Properties MD Management Inc. Kin Properties Inc. MDL Realty LLC Kingstowne Parcel O LP Meno, Frederick J. Kir Arboretum Crossing LP Meridian Centercal LLC Kir Bridgewater 573 LLC MGP IX Properties LLC Kir Maple Grove LP Midmall Resources LP Kir Minnetonka LP Mikeone Houston Holdings LLC Kir Montebello LP Mill Creek Mall LLC Kir Tampa 003 LLC Mira Mesa Shopping Center-West KRG Belle Isle LLC MM17 LLC KRG Cedar Hill Plaza LP Monmouth Plaza Enterprises LLC KRG Evans Mullins LLC Moore, Billy E. KRG Port St. Lucie Landing LLC Moore, Heather KRG South Elgin Commons LLC MSA Montrose LP KRG White Plains City Center LLC MSKP Gateway LLC L Enterprises LLC Murray Bart Associates La Cienega - Sawyer Ltd. Nare High Grove Management LLC Lake Grove Owners LLC National Land Resources Lansing Mall LLC National Retail Properties Inc. LBG Portage Center LLC National Retail Properties LP Lea Co. New York Department Stores De Puerto Levco Associates Rico Inc. Levin Properties LP Newage PHM LLC Lexington Toy Tulsa LP Newington Gross LLC Lightman, Michael A. Newington-Westfarms TMC LLC Loop West (Orlando) LLC Nine Mall Investors LLC LVP Oakview Strip Center LLC NNN Tru Gastonia LLC Macerich Southridge Mall LLC Noland Fashion SC LLC Macomb Center Partners LLC Northwest Target LLC Madison Waldorf LLC Northwoods LP Madison/West Towne LLC NPMC Retail LLC Magnolia Park LLC NTH 250 E LLC Main Street at Exton LP NW Village LLC Mall At Leigh Valley LP Oakley Grove Development LLC Mall at Northshore LLC Oakridge Court LLC Mallview Plaza Co. Ltd. OCW Retail-Dedham LLC Manana-Cdit LLC Ohio Valley Mall Mann Enterprises Inc. Orange Park Associates Market Plaza Associates OWRF Baybrook LLC Marketplace Center LLC Oxford Valley Road Associates LP Marvin L. Lindner Associates LLC Pacific Petc-Miami LLC

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Pacific Youngman-Torrance Running Hill SP LLC Pacific/Dsla No. 2 Rushmore Oaks Mall LLC Palm Springs Mile Associates Ltd. S Klein Family LLC Palms Crossing Town Center LLC Saico Gateway Co. LLC Pappas Union City LP Saltru Park Brooke Hazlet LLC Samjenn Associates LLC Parkway Crossing East Shopping Center LP Sandelman, Elyse Pasadena Partners LP Sandelman, Sanford PBA II LLC Sandelman, Steven PCG Burbank Gl LLC Sandleman, Susan PCG Woodland Hills Topanga SAS Family Trust Peabody Center LLC Sayville Plaza Development LLC Petty, George S. SBAF Running Fox Inc. Pine Tree Properties Schaumburg Corners LLC Pipeline 13 A LLC Schreier, Alison Pipeline 13 A LP SCI ITC South Fund LLC PK I Fullerton Town Center LP SDC Pacific Youngman-Santa Ana Plaza at Buckland Hills LLC SDR Associates Toys Kids RT CM 5646 PNN Holdings LP Seaboard Commons Holdings LLC Porto Bella Apartment Co. LP Section 14 Development Co., The Portsmouth Plaza LP SFERS Real Estate Corp. II Potomac Run LLC Shackleford Crossings Investors LLC PR Valley LP Shafer Plaza 06A LLC Pregamant Mall of Staten Island LLC Shanri Holdings Corp. Prudential Insurance Co. of America, The Shaw-Marty Associates Pyramid Company of Holyoke Shorewood Station LLC R&J Baileys LLC Short Pump Investors LLC Rabanus Center LCC Siegen Lane Properties LLC RAF Flowood LLC Simon Property Group (Texas) LP Rainbow Arroyo Commons LLC Site C LLC Raintree Realty LLC Sizeler Family LP Ramco Jackson Crossing SPE LLC SM Eastland Mall LLC Ramco-Gershenson Inc. SM Rushmore Mall LLC RB Tech Ridge LLC Smith Interests General Partnership LLP RCG-Lithonia Marketplace LLC Smith Land & Improvement Corp. Real McKeever LLC, The Smithtown Venture LLC Redlands Town Center Retail III LLC Somerville Circle Rego II Borrower LLC Sorenson, Richard W. Riddle Group Southpoint Plaza LLC Ridge Line Inc. Sparky Baby LLC RJ Realty LP Spirit Properties Ltd. Rockaway Center Associates LP Spring Ridge LP Rockstep Meridian LLC Springsan Co. LLC Route 146 Millbury LLC SS Capital LLC Rpai Sugar Land Colony LP State & 59th Partners LLC RTP Comm Way LLC Sterling Realty Organization

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Stone Ridge Plaza LLC Valley View (Unit 1) LLC Stowsan LP Vallorbe Inc. Strip Delaware LLC, The VCG Whitney Field LLC Sully LP, The Vertical Industrial Park Associates Summerhill Square LLC Vickery Realty Co. Trust Sun Center Ltd. Viking Partners Overland Pointe Marketplace Sunland West Joint Venture LLC Sunrise Mass LLC Village At Allen LP, The Sunrise Promenade Associates VPBH Associates LP Sunset Hills Owner LLC Wachs New Hartford Development LLC Svap II Pasadena Crossroads LLC Wal-Mart Realty Co. T Douglasville GA Retail LLC Wat Marital Trust T Southland Crossing OH LLC Watt-Elkhorn Center T&T Enterprises LP Weingarten Nostat Inc. Tacoma Mall Partnership Weingarten Realty Investors Taft Corners Associates Westgate Village LLC Talisman Towson LP Westlake Shopping Center LLC Tamarack Village Shopping Center LP White Oaks Plaza LLC Tanurb Burnsville LP Williams Parkway LLC Taylor Square Owner LLC Wilson Gardens Havana LLC Tech One Associates Winrock Partners LLC THF Chesterfield Dev LLC Winston Salem Hanes LLC THG Bluegrass Manor LLC Wood Asheville Center LLC Thousand Oaks Marketplace LP Woodcock Properties Inc. Timbers 2 LLC Wrexham Associates LP TKG Paxton Towne Center Development Wright Oracle LLC, The LP Yacoel Investments III LLC TMT Pointe Plaza Inc. Yah Investments Top Terraces Inc. Yuba Shopping Center Towne Center West Associates Zelman Ontario LLC Toys WD Co. LLC TPP 306 First Colony LLC Treeco/Soder Royal Palm LLC Triangle Plaza I LLC Triangle Plaza II LLC UE Hudson Mall Holding LLC UE Mundy Street LP UE Property Management LLC Union Bank of California University Park Improvements LLC University Town Plaza LLC Upper Glen Street Associates LLC Urban Edge Properties Urstadt Biddle Properties Inc. US 41 & I 285 Co. Valencia Marketplace I LLC

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SCHEDULE 1(i)

Taxing Authorities

Alameda, County of (CA) Florida, State of Anchorage, Municipality of (AK) Fort Collins, City of (CO) Anne Arundel, County of (MD) Franklin, County of (OH) Aurora, City of (CO) Freehold, Township of (NJ) Baltimore, County of (MD) Fresno, County of (CA) Baton Rouge, City of (LA) Fulton, County of (GA) Berkheimer Outsourcing Inc. Georgia, State of Bexar, County of (TX) Glendale, City of (AZ) Birmingham, City of (AL) Glendale, City of (CA) Braintree, Town of (MA) Guam, Territory of (United States), Brockton, City of (MA) Department of Revenue Brookfield, City of (WI) Hamburg, Town of (NY) Broome, County of (NY) Hamilton, Township of (NJ) Broward, County of (FL) Harris, County of (TX) Calcasieu, Parish of (LA) Hempstead, Town of (NY) Carrollton Farmers Branch Independent Henry, County of (GA) School District (TX) Hidalgo, County of (TX) Centennial, City of (CO) Hillsborough, County of (FL) Charleston, County of (SC) Hinds, County of (MS) Cherry Hill UE LLC Hoover, City of (AL) City View Towne Crossing Houston County & City of Dothan Pash Return Clackamas, County of (OR) (AL) Clark, County of (NV) Illinois, State of Clarkstown, Town of (NY) Jackson, County of (MO) Cobb, County of (GA) Jefferson, County of (AL) Colorado Springs, City of (CO) Jefferson, County of (CO) Concord, City of (NC) Jefferson, Parish of (LA) Concord, City of (NH) Johnson, County of (KS) Cook, County of (IL) Kane, County of (IL) Cooper Olshan Co. Keystone Collections Group Cooper Smolen Joint Venture King, County of (WA) Cuyahoga, County of (OH) Lafayette Parish School Board Dallas, County of (TX) Lake, County of (IL) Delaware, State of Lake, County of (IN) Denton, County of (TX) Lakewood, City of (CO) Deptford, Township of (NJ) Lawrence, Township of (NJ) Douglas, County of (CO) Lexington, County of (SC) Douglas, County of (NE) Linn, County of (IA) Dupage, County of (IL) Livingston, Township of (NJ) Ellis, County of (TX) Los Angeles, County of (CA) Fairfax, County of (VA) Lucas, County of (OH) Fidelity Totowa Associates LLC Madison Heights, City of (MI)

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Madison, City of (WI) Poughkeepsie, Town of (NY) Mahoning, County of (OH) Prince George's, County of (MD) Maricopa, County of (AZ) Prince William, County of (VA) Marion, County of (IN) Puerto Rico, Commonwealth of Mark Monitor Pulaski, County of (AR) Maryland, State of Racine, City of (WI) Massachusetts, Commonwealth of Ramsey, County of (MN) Mayagüez, Municipio de (PR) Riverhead, Town of (NY) McAndrew Conboy & Prisco LLP Riverview Management Co. McLennan, County of (TX) Rockaway, Township of (NJ) Mesa, City of (AZ) Roseville, City of (MI) Miami-Dade, County of (FL) Sacramento, County of (CA) Michigan, State of Salem, Town of (MA) Middletown, Township of (PA) San Bernardino, County of (CA) Milford, City of (CT) San Diego, County of (CA) Milwaukee, City of (WI) San Joaquin, County of (CA) Monroe, City of (LA) San Mateo, County of (CA) Monroeville, Municipality of (PA) Santa Clara, County of (CA) Monterey, County of (CA) Scott, County of (IA) Montgomery, City of (AL) Sedgwick, County of (KS) Montgomery, County of (MD) Seminole, County of (FL) Montgomery, County of (PA) Shawnee, County of (KS) Mount Olive, Township of (NJ) Snohomish, County of (WA) Nashua, City of (NH) Solano, County of (CA) Nevada, State of New South Dakota, State of Jersey, State of New South Portland, City of (ME) York, City of (NY) SPI Property Management Corp. New York, State of Springfield, City of (MA) North Attleborough, Town of (MA) Springfield, Township of (PA) North Carolina, State of St. Clair, County of (IL) North Dakota, State of St. Louis, County of (MO) Northmarq Capital Stanislaus, County of (CA) Norwalk, City of (CT) Sterling Heights, City of (MI) Ohio, State of Tarrant, County of (TX) Oklahoma, County of (OK) Tax Recourse LLC Orange, County of (FL) Texas, State of Palm Beach, County of (FL) Thornton, City of (CO) Paramus, Borough of (NJ) Toms River, Township of (NJ) Pennsylvania, Commonwealth of Travis, County of (TX) Philadelphia, City of (PA) Tucson, City of (AZ) Phoenix, City of (AZ) Tulsa, County of (OK) Pierce, County of (WA) Tuscaloosa, County of (AL) Pima, County of (AZ) United States, Government of the, Internal PK I North County Plaza LP Revenue Service Placer, County of (CA) Upper Merion, Township of (PA) Polk, County of (IA) Vanderburgh, County of (IN)

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Ventura, County of (CA) Washington, County of (OR) Washington, State of Waterford, Town of (CT) Waukesha, County of (WI) Wayne, Township of (NJ) West Hartford, Town of (CT) West Mifflin, Borough of (PA) Westminster, City of (CO) Whitehall, Township of (PA) Will, County of (IL) Yonkers, City of (NY)

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SCHEDULE 1(j)

U.S. Trustees, Judges, Clerks, and Court Contacts for the Eastern District of Virginia

Blades, Paula F. Bloom, Margaret L. Charboneau, Joel Flinchum, Peggy T. Frankel, Jack I. Franklin, Lisa D. Garber, Margaret K. Guzinski, Joseph A. Herron, Nicholas S. Huennekens, Kevin R. Jones, Bradley D. Kenney, Brian F. Kidd, Karen Kindred, Klinette H. King, B. Webb Kohen, Lynn A. Legum, Jay W. Mann, Evertte Mcpherson, Theresa E. Oliver, Betty Pecoraro, Shannon F. Phillips, Keith L. Pika, Tony Poda, Heidi Redden, William C. Rintye, Peggy Santoro, Frank J. Sims, Ilene M. St. John, Stephen C. Steven, Mark E. Turner, June E. Van Arsdale, Robert B. Watson, Martha J. Weschler, Cecelia A. Whitehurst, Kenneth N., III Wilson, Sheryl D.

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SCHEDULE 1(k)

Utilities

Alabama Power Co. Ameren Missouri Arizona Public Service Electric Co. ConEdison Solutions Consolidated Edison Inc. Constellation NewEnergy Inc. Consumers Energy Dominion Energy Inc. DTE Energy Co. Duke Energy Duke Energy Progress Eversource Energy Florida Power & Light Co. Georgia Power Jersey Central Power & Light Co. Los Angeles, City of (CA), Department of Water & Power New Jersey Natural Gas Co. Northern States Power Co. Pacific Gas & Electric Co. Public Service Electric & Gas Co. Puerto Rico, Territory of, Electric Power Authority San Diego Gas & Electric Co. Southern California Edison Co. WE Energies XCEL Energy Inc.

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SCHEDULE 1(l)

Vendors

2 Dogs Distribution LLC Baby Trend Abbott Nutrition Baby Vision Inc. ABG Accessories Babys Journey Inc. Accessory Innovations LLC Babyswede LLC Ace Metrix Inc. Bag Bazaar/Confetti DV Ace3 Group LLC Ball Bounce & Sport Acuative Corp. Bandai America Inc. Ad Sutton & Sons Bandai Creation Aden & Anais Inc. Bank of America Merchant Alex Toys LLC Bap Investors LC Alexander Doll Bassett Furniture Ind. Alliance Distributors Holding Inc. Battalia Winston Almar Sales Co. Bbdo NY Altis Global Ltd. Beechnut Nutrition Co. Amazing Toys Ltd. Bell Sports Inc. Amerex Bensussen Deutsch & Associates Inc. American Boy & Girl Hwr. Inc. Bentex Group Inc. American Girl Publishing Inc. Berger MZ & Co. Inc. American Greetings Corp. Berkshire Fashions American Marketing Enterprise Best Accessory Group Ameriwood Industries Inc. Best Chairs Inc. Animal Adventure LLC Best Made Toys Int Ulc Anki Inc. Bestway HK International Ltd. Apple Inc. Better Sourcing WW Ltd. Aptaris Software LLC Beverly Hills Teddy Bear Co. Aqua-Leisure Industries Inc. Big Time Toys LLC Arco Toys Ltd. Bio World Merchandising Inc. Arm's Reach Concepts Bivona & Co. LLC Artoy Industrial Ltd. Bladez Toyz Ltd. Asa Products Inc. Blank Rome LLP Asmodee Editions LLC Boba Inc. Asphalt Specialist Inc. Bonkers Toy Co. LLC Assa Abloy Entrance Systems US Inc. BooginHead LLC Audiovox Electronics Corp. Boon Inc. Auldey Toys of North America LLC Boppy Co. LLC, The Avent America Inc. Brands Four Kids LLC Ayablu Inc. Bravo Sports Baby Björn BreathableBaby LLC Baby Boom Consumer Product Inc. Brickman Facility Solutions Baby Brezza Enterprises Bridge Direct Inc., The Baby Jogger LLC Bright Kingdom Dev Ltd. Baby Ktan LLC Brinco Mechanical Management

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Britax Child Safety Inc. Crane USA Inc. Buffalo Games Crayola LLC Bugaboo North America Inc. Cra-Z-Art Bumbo Distribution USA LLC Creative Agency Services Team Bumkins Finer Baby Products Creative Baby Inc. Burt's Bees Inc. Creative Design International Ltd. Buzz Bee Toys HK Ltd. Criteo Corp. C&T International Crown Equipment C.R. Gibson Cuddle Factory Ltd. Caden Co. Danbar Cool Things Inc. California Innovations Dell Marketing LP Calisson Inc. Delta Enterprises Corp. CamelBak Products LLC Dematic Corp. Canal Toys Diamond Select Toys Candy Planet Diaper Dekor CandyRific Dickie Toys HK Ltd. Capital Brands LLC Diggin Active Inc. Cardinal Ind Inc. Digital Complex Inc. - Big Toys Casio America Inc Digital Media Cartridge Ltd. Castline Inc. Diono LLC Ceaco Inc. Disguise Inc. Cella Consulting LLC DK Selections Centresky Craft Shantou Co. Ltd. Dorel Asia Ltd. Cepia LLC Dorel Juvenile Group Inc. Ceva Freight LLC Dream On Me Inc. Chance Productions Dreamgear LLC Chap Mei Plastic Toys Mfy. Ltd. Duracell Distributing Inc. Charter Ltd. Dust Studio Ltd. Cherry Group Co. Ltd. Dutailier Inc. Dynacraft Cheuk Yip Plastic Fty. Ltd. BSC Inc. Dynamic Chicco BRU Scientific Ltd. Children's Apparel Network Earth Mama Angel Baby LLC Chit Shing PVC Products Mfy. Ltd. eKids LLC Church & Dwight Co. Inc. Elements Business Services Circus World Displays Ltd. Emerson Healthcare LLC CJ Products Energy Management Collaborative LLC Claire's Boutiques Inc. Enesco LLC Clementoni SpA Entertainment Retail Enterprises LLC Cleverland Footwear Mfg. Ltd. Epsilon Data Management COKeM International Ltd. Ergobaby Inc. Columbus Trading Partner USA Inc. Ernst & Young LLP Comic Images Evenflo Co. Inc. ComNet Services LLC Evenflo Co. Inc. Pvl. Comotomo Inc. Evenflo Feeding Inc. Continental Concession Supplies Evermax Global Resource Co. Ltd. Conversant LLC Excel Building Services LLC

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Exclusive Group LLC Goodbaby Hong Kong Ltd. Expanscience Laboratories Grace Home Fashions Explore Scientific LLC Graco Children's Product Inc. FABCO Hygienic Products Co. Ltd. Graphic Communications Facility Services of America Inc. Greenlight LLC Fairhaven Health LLC Grid Dynamics International Inc. Famosa North America Inc. Group III International Inc. Fantasia Accessories Ltd. Grow'n Up Ltd. Fantasma Toys Inc. Guangdong Textiles Import & Export Co. Farallon Brands Ltd. Fashion Accessory Bazaar Hain Celestial Group Inc., The Fashion Angels Enterprises Hallmark Marketing Co. LLC Fast Forward LLC Halo Innovations Inc. Federal Express Corp. Hamco Fisher Price Inc. Handcraft Manufacturing Corp. Fisher Price Juvenile Products Division Handi-Craft Co. Fisher Price Power Wheels Happy Kid Toy GroupYTN Fisher Price Toys Happy Threads LLC Fit & Fresh Inc. Hasbro Inc. Floppy Products Inc. Hauck Hong Kong Ltd. Footsteps Technology Ltd. HCL America Inc. Fotorama USA Heritage Baby Products LLC Foundations Worldwide Inc. Hi Mark International Co. Ltd. Franco Mfg. Co. HIS Juveniles Inc. Franklin Sports Inc. Honest Co. Inc., The Fridababy LLC Hong Kong City Toys Fujifilm North America Corp. Hong Kong Xin Yao Funko LLC Hori USA Inc. Funrise Inc. HTI Toys HK Ltd. Fusion Manufacturing Group Ltd. Huffy Bicycles GA Gertmenian & Sons LLC Hugfun International Hongkong Ltd. GBG Beauty LLC Humble Crew Inc. General Lion Footwear International Hunglow Ltd. Genesis TechSystems Inc. IBM Corp. Geometric Results Inc. IdeaVillage Products Corp. Georex Asia Ltd. InComm Georgia Pacific Corrugated LLC Infantino LLC Gerber Childrenswear Inc. Infor US Inc. Gerber Childrenswear LLC Ingram Entertainment Inc. Gi-Go Toy Co. Innovation First Labs Inc. Ginsey Industries Inc. Innovative Designs LLC Global Design Concepts Instant Web Inc. Gold Inc. International Playthings LLC Goldlok Toys Holding Guangdong Invodo Inc. Goliath Games LLC Ipsos Insight LLC Good Art Ltd. Irish Breeze Ltd.

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Jackson Lewis LLP Latham & Watkins LLP Jada Toys Inc. Leachco CJ Inc. Jakks Pacific Inc. Learning Journey International LLC, The Ja-Ru Inc. Learning Resources Jay at Play International HK Ltd. Lego Jay Franco & Sons Inc. Lennox Industries Inc. Jazwares Inc. Leosco International Ltd. JCH HK Technology Trading Ltd. Levatoy LLC Jiangsu Guotai Guomao Co. Ltd. Levtex LLC Johnson & Johnson LF Products Pte. Ltd. Jojo Designs LLC Lifetime Products Inc. Jolly Far East Ltd. Lillebaby LLC Joovy Lin R. Rogers Electrical Contractors Just Play LLC Lincoln Hill Construction Kai Yuan Ltd. Lionel LLC Kalencom Corp. LollyTogs Ltd. The Kallidus Inc. Loyal Subjects LLC, The Kano Computing Ltd. Lozier Corp. KAS Direct LLC LS Parry Inc. Kaz Inc. LSC Communication US LLC KDM POP Solutions Group LulyBoo LLC Kent Displays Inc. Luv N' Care Kent International M Design Village LLC Kenyield International Group Ltd. Macari Baby Inc. Kiddieland Industries Ltd. Madix Inc. KidKraft Inc. Magformers LLC Kids II Far East Ltd. Maisto International Inc. Kids II Inc. Make It Real LLC Kids Only Inc. MAM USA Kids Preferred LLC Manhattan Associates Inc. Kids Station Toys Inc. Manley Toys Ltd. USA Kidsrock Ltd. Marpac LLC Kidz Delight Matson Navigation Co. Kidz Toyz HK Ltd. Mattel Girls MS ML-0609 Kidztech Toys Mfg. Ltd. Mattel Sales Corp. Kiinde LLC Maxim Co. Taiwan Ltd. Kimberly Clark Corp. May Cheong Toy YTN Kitex Garments Ltd. Maya Group Inc., The KKW Trucking Inc. Mayborn USA KLL Dolls Inc. Medela Inc. K'Nex Industries Inc. Co. Mega Brands America Inc. Kolcraft Products Melissa & Doug LLC KPMG LLP Merchant Ambassador Holdings Ltd. Lambs & Ivy Bedtime Originals Division MerchSource LLC Lansinoh Laboratories Inc. Mezco Toyz LLC LaRose Industries MGA Entertainment

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Million Dollar Baby Pez-Haas Inc. Minds In Sync Inc. Phoenix International Publications MindWare Wholesale Playgo Toys Enterprises Ltd. MJ Holding Co. LLC Playhut Inc. Mom Enterprises Inc. Playmates Toys Inc. Monogram International Playmind Ltd. Monotype Imaging Inc. Playmobil USA Inc. Moose Mountain Toymakers Ltd. PlayMonster LLC Moose Toys Pty. Ltd. Playtex Family Products Morgan Lewis & Bockius LLP Pressman Toy Corp. Multi Toys Corp. Prime Time Toys LLC Multi-Link Apparel Prince Lionheart Inc. Munchkin Inc. Procter & Gamble Corp. Nantong A&C Accessories Co. Ltd. Protective Technologies National Importers Inc. Protiviti Inc. Naturepedic Qingdao Tangbuy International NECA Quarto Publishing Group USA Nestle Co. USA Quintessential Tots LLC New Adventures LLC Rack Furniture Group New Bright Industrial Co. Ltd. Radio Flyer Inc. Nice-Pak Products Inc. Ravensburger North America Inc. Nina Footwear Corp. Rawlings Sporting Goods Inc. Nintendo Hardware Razor USA Inc. No Jo/Red Calliope RDS Industries Inc. North States Industries Inc. ReaderLink Distribution Services LLC Northwest Co. Inc., The Ready to Assemble Co. Nowstalgic Toys Inc. RealTime Media Inc. NSI International Inc. Red Box Toy Factory Ltd. NUK USA LLC Red Star Holdings Ltd. Nurture Inc. Reeves International Inc. Olson & Co. Inc. Regal Lager Inc. OMD USA LLC Regalo International LLC Ontel Products Corp. Regent Oriental Industrial Ltd. Orora Visual LLC Register Print Group Oshkosh B'Gosh Rehrig International Inc. Ovation Toys Co. Ltd. Retail Printing Group Inc. OXO International Inc. Ricoda Ltd. Pacific Cycle LLC Rimini Street Inc. Pacific Cycle Mongoose Division Rodco Services Inc. Pacific Cycle Schwinn Division RoofConnect Papyrus Rooftop Group USA Inc. Parkfield Industries Ltd. RR Donnelley Receivables Inc. PBM Products LLC RTP Technology Corp. Pearhead International Rubie's Costume Co. Inc. Peg-Perego USA Inc. Sakar International Inc. Performance Designed Products Salland Industries Ltd.

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Samsung C&T America Inc. Tara Toy Corp. Sassy 14 LLC Tasia Toys HK Co. Ltd. Schleich North America Inc. Team Beans LLC School Zone Publishing Co. Tech 4 Kids Inc. Scientific Toys Ltd. Tee-Zed Products LLC Scott Specialties Inc. Tervis Tumbler Co. SDX Acquisitions LLC Thames & Kosmos LLC Second Play LLC Theme Party Culture HK Co. Ltd. Securitas Security Services USA Inc. Thermos Co. Seventh Generation Inc. Think Fun Inc. Sewco Toys & Novelty Ltd. Thinkway Shaghal Ltd. Thorley Industries Inc. LLC Shanghai Sunwin Industry Group Co. Ltd. TMP International Shermag Inc. Toby Enterprises II Corp. Shine Way Textile & Trading Co. Ltd. Tollytots Ltd. Singing Machine Co. Inc., The TOMY Corp. Sitel Operating Corp. TOMY International Inc. JJC SJF Division Children's Products TOMY International Inc. LCI Skip Hop Inc. TOMY International Inc. TFY Skyhigh International LLC Top Bright Animation Group Co. Ltd. Skyrocket Toys LLC Topps Co. Inc., The Skywalker Holdings LLC Toy Major Trading Co. Ltd. Smart Trike Mnf. Pte. Ltd. Toy State Industrial Corp. SMS Systems Maintenance Services Inc. Toy State International Ltd. Soft Style Inc. Toy Teck Ltd. Solowave Design Corp. Toysmith Solutions 2 Go LLC MS ACC Trend Lab LLC Solutions 2 Go LLC MS HW Tri Coastal Design Soma International Ltd. Tri Great International Ltd. Sony Computer Entertainment Triboro Quilt Mfg. Co. SOS Security LLC Trifecta Industries LLC South Shore Industries Ltd. Triple Eight Distribution Inc. Spencer Technologies Inc. Troxel Products LLC Sphero Inc. Turnstyle Brands LLC Spin Master Inc. UCC Distributing Inc. Sports Connection Asia Ltd. United Legwear Co. LLC Step2 Co. LLC, The United Parcel Service Stokke LLC University Games Stork Craft Manufacturing Ltd. Upanaway LLC Stork Craft Manufacturing USA UpSpring Ltd. Summer Infant Inc. USA Helmet Sub Kent International Inc. Summer Infant Products Inc. USAopoly Inc. Sun Lin Toys Manufacturing Co. Ltd. USM Norristown Swimways Corp. Vector Security Inc. Taiwan Joca Corp. Verdes Toys Corp. Tangible Play Inc. Veritiv Operating Co.

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Visco Entertainment Inc. Vivid Imaginations Far East Ltd. VTech Communications Inc. VTech Electronics North America Wai Tec Far East Industrial Co. Ltd. Warner Home Video Watch Us Inc. What Kids Want Wicked Cool Toys LLC William Carter Co. William Carter Co., The Wilson Team Sports Windsor Marketing Group Inc. Winfat Industrial Co. Ltd. Winner Ford Products Ltd. Winning Moves Inc. WNR Industries Ltd. WorkWise LLC Wow Wee Ltd. Xi Fu Toys Co. Ltd. Xiamen Well-East Import & Export XPO Last Mile Inc. Yamaha Consumer Products Yeelein Textile Co. Ltd. Yesmail Inc. YF Development Ltd. York Wall Coverings Yvolution USA Inc. Zak Designs Inc. Zasia Ltd. Zenoff Products Inc. Zhucheng Yinghua Clothes Making Zuru Inc.

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SCHEDULE 1(m)

Additional Parties1

Lenders

American Money Management Angelo Gordon & Co LP Arnold & Porter Kaye Scholer LLP BlueMountain Capital Management LLC CarVal Investors, LLC Cerberus Capital Management, L.P. Columbia Threadneedle Investments Ellington Management Group LLC First Trust Advisors L.P. Franklin Mutual Advisors LLC Grantham, Mayo, Van Otterloo & Co. LLC HPS Investment Partners LLC Huron Consulting Group Loomis Sayles & Company, LP Marathon Asset Management LP Marble Ridge Capital LP MJX Asset Management LLC Owl Creek Asset Management OZ Management LP and OZ Management II LP Pacific Coast Bankers Bank Par-Four Investment Management LLC Redwood Capital Management LLC River Birch Capital Roystone Capital Management LP Silver Point Capital Fund, L.P. Solus Alternative Asset Management LP Sound Point Capital Management Taconic Capital Advisors LP

Lenders’ Advisors

Andrews Kurth & Kenyon LLP BRG Davis Polk & Wardwell LLP GLC Advisors & Co.

1 This schedule contains entities relating to certain ad hoc groups and other parties-in-interest in these Chapter 11 Cases.

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Houlihan Lokey Hunton & Williams LLP Kilpatrick Townsend & Stockton LLP McGuireWoods LLP Paul Weiss Rifkind Wharton & Garrison LLP PJT Partners Skadden Arps Slate Meagher & Flom LLP ThompsonMcMullan PC Troutman Sanders LLP Wachtell Lipton Rosen & Katz Whiteford Taylor & Preston LLP

Indenture Trustees

Wilmington Savings Fund Society FSB

Indenture Trustees' Attorneys

Porter Hedges LLP Spotts Fain PC

Top Twenty/Significant Trade Creditors' Attorneys

Baker & Hosteler LLP Strook Strook & Lavan LLP

Advisors for Official Committee of Unsecured Creditors

FTI Consulting Kramer Levin Naftalis & Frankel LLP Moelis & Company Wolcott Rivers Gates

B-2 and B-3 Lenders

Columbia Management Investment Advisers, LLC

Taj Lenders

Aurelius Capital Management, LP Stonehill Capital Management, LLC

B-4 Lenders

Highland Capital Management, LP

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Other Professionals

Aon - Business Interruption Baker And Mckenzie Berkeley Research Group, LLC Cassels Brock & Blackwell LLP Centerview Partners LLC Chesney & Nicholas, LLP Constangy, Brooks, Smith & Prophete Curtis Mallet-Prevost, Colt & Mosle LLP Cushman & Wakefield De Somone Law Inc. Dean Mead, Attorneys at Law Ducera Partners LLC Fragomen, Del Rey, Bernsen and Loewy, LLP Goodmans LLP Grant Thornton Guggenheim Securities LLC Huron Consulting Jefferies LLC Johnson & Bell Ltd K&L Gates LLP Keefe, Campbell, Biery & Associates, LLC Klehr Harrison Harvey Branzburg LLP Kutak Rock Lane Reese Summers & Ennis P.A. Levin & Malkin Locker Greenberg & Brainin LLP Munger, Tolles & Olson LLP Mallon & Blatcher Matson Driscoll & Damico Mclarens Milliman Ocean Tomo Proskauer Rose LLP Rothschild & Co. Saiber Attorneys at Law Shaw Fishman Glantz & Towbin LLC Shearman & Sterling The Francis Company Woods Rogers PLC

Director/Officer

Charles D. Knight Chetan Bhandari

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D. Lentz D. Schwarz J. Gregory J. Venezia Jennifer A. Schwartz Joel Tennenberg Kevin Macnab Kurt M. Cellar Lisa M. Pierro Mark Johnson Matthew Finigan Melanie Teed-Murch Pasquale Naccarato R. Mclay Ricardo Beausoleil Robert S. Zarra Steven P. Zimmer

Governmental/Regulatory Agencies

Alberta Recycling Management Authority British Columbia Safety Authority Call2Recycle Canada, Inc. Canadian Electrical Stewardship Association Centre De Sante Et De Services Sociaux City Of Barrie City Of Belleville City Of Burlington, Ontario City Of Burnaby City Of Calgary City Of Coquitlam City Of Edmonton City Of Fredericton City Of Hamilton City Of Kamloops City Of Kelowna City Of Kingston City Of Kitchener City Of Lethbridge City Of London City Of Nanaimo City Of Ottawa City Of Red Deer City Of Regina City Of Richmond City Of Saskatoon

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City Of St. Catharines City Of Surrey City Of Thunder Bay City Of Toronto City Of Vancouver City Of Vaughan City Of Victoria City Of Windsor City Of Winnipeg Commission Scolaire Des Draveurs Commission Scolaire Des Patriotes Commission Scolaire Marie-Victorin Commission Scolaire Western Quebec Consumer Protection Bc Destination Centre-Ville District Of North Vancouver Electronic Products Recycling Association Institut National De Sante Publique Du Quebec Manitoba Minister Of Finance Minister Of Finance Minister Of Finance Of Manitoba Minister Of Revenue Of Alberta Minister Of Revenue Of Saskatchewan Ministere Du Revenu Du Quebec Ministry Of Social Services Multi-Material Stewardship Western Ontario Electronic Stewardship Ontario Film Authority Receiver General For Canada Regie Des Alcools Des Courses Region Of Peel Regional District Of Central Okanagan Revenue Services Of British Columbia Saskatchewan Workers' Compensation Societe De Gestion Place Laurier Inc. Technical Standards And Safety Authority The Township Of Langley Town Of Whitby Treasurer, City Of Toronto Ville De Dieppe Ville De Drummondville Ville De Gatineau Ville De Saint-Bruno-De-Montarville Workers' Compensation Board Workplace Health, Safety & Compensation Comm., Workplace Safety & Insurance Board

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Workplace Safety & Prevention Services Worksafe Nb

Landlords

161806 Canada Inc. 1721169 Ontario Inc. 2725321 Canada Inc. 3346260 Manitoba Ltd. 410 & 7 Equities Inc. and Morgreen Limited Partnership 4231 Investments Ltd. and Spall Plaza Limited Partnership 713949 Ontario Limited 9182071 Canada Inc. Admns Pembina Crossing Investment Corporation, Pbx Properties (Manitoba) Ltd. Atlanta Outlet Shoppes, Llc Atlantic City Associates Number Three, LLC Bcimc Realty Corporation Bequia Properties Inc. Bre Skyview Retail Owner LLC Bring Associates Cadillac Fairview (Champlain) Cadillac Fairview (Market Mall) Calloway Real Estate Investment Trust Inc. Calloway Reit (Burlington Appleby) Inc. Calloway Reit (Montreal Decarie) Inc. Calloway Reit (Pickering) Inc. Calloway Reit (Westgate) Inc. Capri Urban Baldwin, LLC Carrefour De L'estrie Holdings Inc. Cbl & Associates Management, Inc. Centrecorp Mangement Services Limited Collier International Cominar Real Estate Investment Trust Complexe Point Claire Inc. Concord Centercal, LLC Confederation Park Shopping Centres Limited and Conderation Park Shopping Centres II Limited Creit Management Limited Crombie Reit Dartmouth Crossing 2 Master Gp Limited Ddr Buena Park Place Lp Ddrtc Marketplace at Mill Creek, LLC Dolphin Mall Associates, LLC First Capital (Anjou) Corporation Inc. First Capital Asset Management LP First Capital Holdings (Quebec) Corporation Inc.

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Fundamentals Company, Inc., Jeffrey Sandelman, Alison Schreier and Tracy Brewer as Successor Co-Trustees Gateway Times Square Retail, L.P. Ggp Ala Moana L.L.C. Ggp-Otay Ranch, L.P. Gilroy Premium Outlets Hoopp Realty Inc. Ivanhoe Cambridge Ivanhoe Cambridge II Inc. Ks Lambton Mall Inc. Las Americas Premium Outlets, LLC Las Vegas North Outlets, LLC Las Vegas South Outlets, LLC Lee Outlets, LLC Les Immeubles Du Carrefour Richelieu Ltee. Lvp St. Augustine Outlets, LLC Mayfair Shopping Centre Limited Partnership Mcallister Place Holdings Inc. Mid-South Outlet Shops, LLC Midtown Plaza Inc. Mr. F. Ron Krausz Norfolk Outlets, LLC North American (Goulbourn) Corporation Northwest Capital Investment Group LLC Oberlin Plaza II, LLC Okc Outlets I, LLC Ontrea Inc., By Its Duly Authorized Agent Opgi Management LP O/A Oxford Itf Outlet Mall Of Savannah, LLLC Outlets At Westgate, LLC Oxford Properties Retail Holdings II. and Cppib Upper Canada Mall Inc. Pengco Enterprises Ltd. Philadelphia Premium Outlets, LLC Place Angrignon Inc. Place Laurier Holdings Inc. Plaza Carolina Mall, L.P. Plaza Group Management Limited Premium Outlet Partners, L.P. Primaris Management Inc. Primaris Management Inc. Itf Dufferin Mall Primaris Management Inc. Itf Regent Mall Riocan Yonge Eglington Centre Holdings Inc. Riotrin Properties (Belcourt) Inc. Round Rock Premium Outlets, L.P. Roundhouse Centre Windsor Inc. Royal Bank Plaza, North Tower

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Rpai Fort Myers Page Field, L.L.C. S.R.V. Developments Ltd. And Kamloops Holdings Inc. Sears Canada Inc. Shops At Tanforan Associates, LLC Simon/Clarksburg Development, LLC Simon/Preit Gloucester Development, LLC Simon/Woodmont Development LLC Southside Group Star-West Louis Joliet, LLC Tanger Outlets Deer Park, LLC The Elia Corpoation The Novogroder Companies Inc. Tucson Premium Outlets, LLC Vancouver And Shanghai Land Ltd. Vaudreuil Shopping Centres Limited W.C.-401 Developments Limited Whalley Ring Road Holdings Ltd. Wmap, L.L.C.

Unsecured Creditors

Caben Asia Pacific Ltd. Just Play (Hk) Limited Super Technology Limited Vtech Electronics Limited Warner Brothers WowWee Group Limited

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SCHEDULE 1(n)

Members of Official Committee of Unsecured Creditors

The Bank Of New York Mellon Euler Hermes North America Insurance Co. Evenflo Company, Inc. Huffy Corporation KIMCO Realty Corporation LEGO Systems, Inc. Mattel, Inc. Simon Property Group, Inc. Veritiv Operating Company

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Schedule 2

Schedule of Parties-In-Interest that Berwin Leighton Paisner LLP Currently Represents and/or Has Formerly Represented1

Interested Party Relationship to Description of Relationship Debtors

Berwin Leighton currently represents or formerly Bankruptcy represented Alvarez & Marsal and/or certain Alvarez & Marsal Inc. Professionals affiliated entities with respect to certain commercial matters.. Berwin Leighton currently represents or formerly Ordinary Course represented Aon – Business Interruption and/or Aon – Business Interruption Professionals certain affiliated entities with respect to certain intellectual property matters Berwin Leighton currently represents or formerly represented Angelo Gordon & Co LLP and/or certain Angelo Gordon & Co. Lenders affiliated entities with respect to certain real estate matters. Berwin Leighton currently represents or formerly represented Apple Inc. and/or certain affiliated Apple Inc Vendors entities with respect to certain real estate and commercial matters. Berwin Leighton currently represents or formerly represented Bank of America and Bank of America Bank of America and Bank of America Banking NA and/or certain affiliated entities with respect to NA Relationships certain banking, corporate, finance, real estate, and dispute resolution matters. Committee Berwin Leighton currently represents or formerly Member & represented Bank of New York Mellon and/or certain Bank of New York Mellon Banking affiliated entities with respect to certain banking and Relationships finance matters. Berwin Leighton currently represents or formerly represented CarVal Investors, LLC and/or certain CarVal Investors, LLC Lenders affiliated entities with respect to certain finance, banking, and real estate matters. Berwin Leighton currently represents or formerly represented Cerberus Capital Management L.P. Cerberus Capital Management L.P. Lenders and/or certain affiliated entities with respect to certain real estate matters.

1 Fees collected from each of the parties identified in this schedule comprised less than 1.0% of Berwin Leighton’s annual revenues for the periods May 1, 2015 to April 30, 2016; May 1, 2016 to April 30, 2017; and April 1, 2017 to November 30, 2017. Berwin Leighton believes that its representation of the parties listed herein has not and does not affect its representation of the Committee. All of the representations listed here involve or involved matters wholly unrelated to the Debtors’ Chapter 11 cases.

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Berwin Leighton currently represents or formerly represented Church and Dwight Co and/or certain Church and Dwight Co Vendors affiliated entities with respect to certain competition matters. Berwin Leighton currently represents or formerly Banking represented Citibank NA and/or certain affiliated Citibank NA Relationships entities with respect to certain banking, corporate, finance and real estate matters. Berwin Leighton currently represents or formerly represented Colliers International and/or certain Colliers International Landlords affiliated entities with respect to certain real estate matters. Berwin Leighton currently represents or formerly represented CPPIB Upper Canada Mall Inc. and/or CPPIB Upper Canada Mall Inc. Landlords certain affiliated entities with respect to certain real estate matters. Berwin Leighton currently represents or formerly Banking represented Deutsche Bank and/or certain affiliated Deutsche Bank and certain affiliates Relationships entities with respect to certain banking, corporate, finance, real estate, and trustee matters. Berwin Leighton currently represents or formerly represented Dickie Toys HK Ltd. and/or certain Dickie Toys HK Ltd. Vendors affiliated entities with respect to certain real estate and dispute resolution matters. Berwin Leighton currently represents or formerly Banking represented Elavon Financial Services Ltd. UK Elavon Financial Services Ltd. UK Branch Relationships Branch and/or certain affiliated entities with respect to certain finance matters.. Berwin Leighton currently represents or formerly represented Ernst & Young LLP and/or certain Ernst & Young LLP. Vendors affiliated entities with respect to certain corporate, compliance, commercial, real estate, and dispute resolution matters. Berwin Leighton currently represents or formerly Euler Hermes North America Insurance Committee represented Euler Hermes North America Insurance Co. Member & Lender Co. and/or certain affiliated entities with respect to certain regulatory matters. Berwin Leighton currently represents or formerly Banking represented Goldman Sachs and/or certain affiliated Goldman Sachs and certain affiliates Relationships entities with respect to certain banking, corporate, finance, real estate, and dispute resolution matters. Berwin Leighton currently represents or formerly represented Grant Thornton and/or certain affiliated Grant Thornton Other Professionals entities with respect to certain corporate, restructuring and insolvency, regulatory and dispute resolution matters. Berwin Leighton currently represents or formerly Hines Global REIT 4875 Town Center represented Hines Global REIT 4875 Town Center LLC and Hines Global REIT San Antonio Landlords LLC, Hines Global REIT San Antonio Retail I LP Retail I LP and/or certain affiliated entities with respect to certain real estate matters.

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Berwin Leighton currently represents or formerly represented Ikea Center Urban Renewal Inc., Ikea Ikea Center Urban Renewal Inc. and Ikea Landlords Property Inc., and/or certain affiliated entities with Property Inc. respect to certain corporate, real estate, and dispute reosolution matters. Berwin Leighton currently represents or formerly represented Ironshore Indemnity Inc. and/or certain Ironshore Indemnity Inc. Insurers affiliated entities with respect to certain insurance and finance matters. Berwin Leighton currently represents or formerly represented Johnson & Johnson and/or certain Johnson & Johnson Vendors affiliated entities with respect to certain corporate, competition, real estate, employment, and dispute reoslution matters. Berwin Leighton currently represents or formerly Banking represented JP Morgan Chase and/or certain JP Morgan Chase Relationships affiliated entities with respect to certain banking, finance, real estate, and employment matters. Berwin Leighton currently represents or formerly represented Kilpatrick Townsend & Stockton LLP Kilpatrick Townsend & Stockton LLP Lenders and/or certain affiliated entities with respect to certain corporate and tax matters. Berwin Leighton currently represents or formerly represented Kimberly Clark Corp. and/or certain Kimberly Clark Corp. Vendors affiliated entities with respect to certain competition and regulatory matters. Berwin Leighton currently represents or formerly represented KPMG LLP and/or certain affiliated KPMG LLP Vendors entities with respect to certain restructuring and insolvency, real estate, and dispute resolution matters. Berwin Leighton currently represents or formerly represented Kramer Levin Naftalis & Frankel LLP Kramer Levin Naftalis & Frankel LLP Professionals on behalf of certain clients with respect to certain corporate, intellectual property, tax and finance matters. Berwin Leighton currently represents or formerly Bankruptcy represented Lazard Ltd. and/or certain affiliated Lazard Ltd. Professionals entities with respect to certain dispute resolution matters. Berwin Leighton currently represents or formerly Committee represented Lego Systems, Inc. Lego Canada Inc. Lego Systems, Inc. and Lego Canada Inc. Members & and/or certain affiliated entities with respect to Vendors certain competition, regulatory, employment, and dispute resolution matters. Berwin Leighton currently represents or formerly represented Marathon Asset Management LP and/or Marathon Asset Management LP Lenders certain affiliated entities with respect to certain corporate matters. Committee Berwin Leighton currently represents or formerly Mattel, Inc. and various affiliates of Mattel Member and Other represented Mattel, Inc. and/or certain affiliated Inc Professionals entities with respect to certain competition and regulatory matters.

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Berwin Leighton currently represents or formerly Munchkin Inc. Vendors represented Munchkin Inc. and/or certain affiliated entities with respect to certain regulatory matters. Berwin Leighton currently represents or formerly represented Proctor & Gamble Corp. and/or certain Proctor & Gamble Corp. Vendors affiliated entities with respect to certain real estate and dispute resolution matters. Berwin Leighton currently represents or formerly represented Samsung C&T America Inc. and/or Samsung C&T America Inc. Vendors certain affiliated entities with respect to certain dispute resolution matters. Berwin Leighton currently represents or formerly Committee Simon Property Group, Inc. and Simon represented Simon Property Group, Inc., Simon Member & Property Group (Texas) LP Property Group (Texas) LP, and/or certain affiliated Landlords entities with respect to certain real estate matters. Berwin Leighton currently represents or formerly Banking represented Situs Asset Management Ltd. and/or Situs Asset Management Ltd. Relationships certain affiliated entities with respect to certain banking and finance matters. Berwin Leighton currently represents or formerly represented Travelers Casualty & Surety Co. and/or Travelers Casualty & Surety Co. Insurers certain affiliated entities with respect to certain dispute resolution matters. Berwin Leighton currently represents or formerly represented United Parcel Services and/or certain United Parcel Service Vendors affiliated entities with respect to certain tax and regulatory matters. Berwin Leighton currently represents or formerly Banking represented Wells Fargo Bank NA and/or certain Wells Fargo Bank NA Relationships affiliated entities with respect to certain finance, banking, and real estate matters. Berwin Leighton currently represents or formerly Banking represented Wilmington Trust N.A. and/or certain Wilmington Trust N.A. Relationships affiliated entities with respect to certain banking, finance, and dispute resolution matters. Berwin Leighton currently represents or formerly represented Zurich American Insurance Co. and/or Zurich American Insurance Co. Insurers certain affiliated entities with respect to certain real estate and dispute resolution matters.

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Exhibit C

Tucker Declaration

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

) In re: ) Chapter 11 ) TOYS “R” US, INC., et al., 1 ) Case No. 17-34665 (KLP) ) Debtors. ) (Jointly Administered) ) )

DECLARATION OF COMMITTEE CO-CHAIR IN SUPPORT OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, PURSUANT TO SECTION 328 AND 1103 OF THE BANKRUPTCY CODE AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR AN ORDER APPROVING THE RETENTION AND EMPLOYMENT OF BERWIN LEIGHTON PAISNER LLP AS SPECIAL FOREIGN COUNSEL TO THE COMMITTEE NUNC PRO TUNC TO DECEMBER 4, 2017

I, Ronald M. Tucker, as authorized representative of the Committee, declare

under penalty of perjury as follows:

1. I, Ronald M. Tucker, am the Vice President and Bankruptcy Counsel of Simon

Property Group, L.P. (“Simon”). Simon was elected Co-Chair of the Official Committee of

Unsecured Creditors (the “Committee”) appointed in the above-captioned chapter 11

proceedings (the “Chapter 11 Cases”) of the above-captioned debtors and debtors in possession

(collectively the “Debtors”). I am authorized to submit this declaration (the “Declaration”) in

support of the Application of the Official Committee of Unsecured Creditors, Pursuant to

Sections 328 and 1103 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedures 2014

for an Order Approving the Retention and Employment of Berwin Leighton Paisner LLP as

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Special Foreign Counsel to the Committee Nunc Pro Tunc to December 4, 2017 (the

“Application”)2 on behalf of the Committee. I am competent to make this declaration in support

of the Application.

The Committee’s Selection of Berwin Leighton as Special Foreign Counsel

2. Berwin Leighton Paisner LLP (“Berwin Leighton”) is proposed to serve as

counsel to the Committee. The Committee recognizes that a review process is necessary in

managing counsel to ensure that bankruptcy professionals are subject to the same scrutiny and

accountability as professionals in non-bankruptcy engagements. The review process utilized by

the Committee here assessed potential committee counsel based on their expertise in the relevant

legal issues and in similar proceedings.

3. On September 26, 2017, the United States Trustee for the Eastern District of

Virginia (the “U.S. Trustee”), pursuant to sections 1102(a) and (b) of title 11 of the Bankruptcy

Code, appointed the Committee to serve as the Committee for each Debtor and to represent the

interests of all unsecured creditors in these Chapter 11 Cases. The members appointed to the

Committee are: (i) The Bank of New York Mellon, (ii) Euler Hermes North America Insurance

Co., (iii) Evenflo Company Inc., (iv) Huffy Corporation, (v) KIMCO Realty, (vi) LEGO

Systems, Inc., (vii) Mattel, Inc., (viii) Simon Property Group, Inc., and (ix) Veritiv Operating

Company. The Committee has appointed the following two members as the co-chairs: Mattel,

Inc. and Simon Property Group, Inc.

4. The Committee has retained Kramer Levin Naftalis & Frankel LLP (“Kramer

Levin”) to serve as lead bankruptcy counsel and has retained Wolcott Rivers Gates (“Wolcott

Rivers”) as co-counsel.

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

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5. On December 4, 2017, one of the Debtors’ non-debtor subsidiaries commenced a

company voluntary arrangement (the “CVA”) under the insolvency law of England and Wales in

order to impair certain of the unsecured claims of creditors of that subsidiary. The CVA could

have significant implications for the Debtors. The Committee needs experienced counsel to

analyze, monitor, and report on the CVA and any other potential insolvency proceedings

regarding the Company’s U.K. assets in order to fulfill the Committee’s duty towards the

Debtors’ unsecured creditors. In addition, the Debtors have subsidiaries in other foreign

jurisdictions, and the Committee may in the future require advice on transactions or proceedings

in those jurisdictions. It intends to use Berwin Leighton for such advice to the extent that Berwin

Leighton has offices and expertise in such jurisdictions.

6. On November 29, 2017, the Committee held a meeting and, among other things,

decided to retain special foreign counsel. On December 4, 2017, the Committee elected to retain

Berwin Leighton as special foreign counsel due to its extensive experience in international

corporate and general advisory work, including its experience in U.K. reorganizations and

CVAs, making it well qualified to represent the Committee in these Chapter 11 Cases in an

efficient and timely manner. Given the ongoing CVA proceeding, it is particularly important for

the Committee to obtain legal advice regarding that proceeding and its implications for

unsecured creditors as quickly as possible. Thus, the Committee decided to retain Berwin

Leighton as the Committee’s proposed special foreign counsel during these Chapter 11 Cases.

Rate Structure

7. Berwin Leighton has informed the Committee that its rates for bankruptcy

representations are consistent with and comparable to the rates Berwin Leighton charges for non-

bankruptcy representations. Berwin Leighton has informed the Committee that its current hourly

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rates apply to non-bankruptcy services, if any, provided by the Berwin Leighton, unless a

contingent fee, mixed contingent fee, flat fee, or blended rate arrangement is agreed upon.

Cost Supervision

8. The Committee will approve any prospective budget and staffing plan provided

by Berwin Leighton, recognizing that, in the course of large chapter 11 cases like these Chapter

11 Cases, it is possible that there may be a number of unforeseen fees and expenses that will

need to be addressed by the Committee and its counsel, including special foreign counsel. I

further recognize that it is the Committee’s responsibility to closely monitor the billing practices

of their professionals to ensure the fees and expenses paid by the estates remain consistent with

the Committee’s expectations and the exigencies of the Chapter 11 Cases and to ensure that legal

services provided to the Committee are not duplicative. The Committee will continue to review

the invoices that Berwin Leighton and its other counsel regularly submit, and, together with

Berwin Leighton and the Committee’s other counsel, Kramer Levin and Wolcott Rivers,

periodically amend any budget and staffing plans, as the case develops.

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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 knowledge and belief.

Date: January 2, 2018

By: /s/ Ronald M. Tucker Ronald M. Tucker, not in his individual capacity, but solely on behalf of Simon Property Group, L.P., in its capacity as Co-Chair of the Official Committee of Unsecured Creditors of Toys “R” Us, Inc., et al.