Case 21-10549-JTD Doc 68 Filed 03/15/21 Page 1 of 8
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) SC SJ HOLDINGS LLC, et al.,1 ) Case No. 21-10549 (JTD) ) Debtors. ) (Jointly Administered) )
DEBTORS’ APPLICATION FOR APPOINTMENT OF STRETTO AS ADMINISTRATIVE ADVISOR EFFECTIVE TO THE PETITION DATES
The above-captioned debtors and debtors in possession (collectively, the “Debtors”) respectfully state as follows in support of this application:2
Relief Requested
1. The Debtors seek entry of an order, substantially in the form attached hereto as
Exhibit A (respectively, the “Order”), appointing Stretto (“Stretto”)3 as administrative advisor
(“Administrative Advisor”) in the Debtors’ chapter 11 cases effective to the Petition Dates for each Debtor, in accordance with the terms and conditions set forth in that certain Engagement
Agreement between the Debtors and Stretto effective as of March 2, 2021 (the “Engagement
Agreement”), a copy of which is attached hereto as Exhibit C. In support of the Application, the
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: SC SJ Holdings LLC (5141) and FMT SJ LLC (7200). The mailing address for both Debtors is 3223 Crow Canyon Road, Suite 300 San Ramon, CA 94583.
2 A detailed description of the Debtors and their business, and the facts and circumstances supporting the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Neil Demchick in Support of Chapter 11 Petitions and First Day Pleadings (the “First Day Declaration”) filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on March 5, 2021 and March 10, 2021 (the “Petition Dates”). Capitalized terms used but not otherwise defined in this Application shall have the meanings given to them in the First Day Declaration.
3 Stretto is the trade name of Bankruptcy Management Solutions, Inc., and its subsidiaries. Case 21-10549-JTD Doc 68 Filed 03/15/21 Page 2 of 8
Debtors submit the Declaration of Sheryl Betance (the “Betance Declaration”), attached hereto as Exhibit B.
Jurisdiction and Venue
2. The United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. The Debtors confirm their consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 9013-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), to the entry of a final order by the Bankruptcy
Court in connection with this Application to the extent that it is later determined that the
Bankruptcy Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.
3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
4. The bases for the relief requested herein are sections 327(a) of title 11 of the
United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Bankruptcy Rule 2014(a) and 2016, and Local Rule 2014-1.
Stretto’s Qualifications
5. Stretto is comprised of leading industry professionals with significant experience in both the legal and administrative aspects of large, complex chapter 11 cases. Stretto’s professionals have experience in noticing, claims administration, solicitation, balloting and facilitating other administrative aspects of chapter 11 cases and experience in matters of this size and complexity. Stretto has substantial experience in matters of this size and complexity, and
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has acted as the official administrative advisor in many large bankruptcy cases pending in this
District and other districts nationwide, including: In re Furniture Factory Ultimate Holding,
L.P., et al., Case No. 20-12816 (JTD) (Bankr. D. Del. Jan. 5, 2021); In re NS8 Inc., Case No. 20-
12702 (CSS) (Bankr. D. Del. Dec. 3, 2020); In re Rubio’s Restaurants, Inc., et al., Case No. 20-
12688 (MFW) (Bankr. D. Del. Nov. 18, 2020); In re NinePoint Medical, Inc. Case No. 20-12618
(KBO) (Bankr. D. Del. Nov. 19, 2020); In re Impresa Holdings Acquisition Corporation, et al.,
Case No. 20-12399 (BLS) (Bankr. D. Del. Oct. 19, 2020); In re VIVUS, Inc., Case No. 20-11779
(LSS) (Bankr. D. Delaware August 24, 2020); In re Maines Paper & Food Service, Inc., Case
No. 20-11502 (KBO) (Bankr. D. Del. August 3, 2020); In re APC Automotive Technologies
Intermediate Holdings, LLC, Case No. 20-11466 (CSS) (Bankr. D. Del. July 7, 2020); In re
Superior Air Charter, LLC, Case No. 20-11007 (CSS) (Bankr. D. Del. May 21, 2020); In re
Ravn Air Group, Inc., Case No. 20-10755 (BLS) (Bankr. D. Del. May 18, 2020).
Services to be Provided
6. Pursuant to the Engagement Agreement, the Debtors seek to retain Stretto to provide, among other things, the following bankruptcy solicitation and administration services, if and to the extent requested:
(a) Assist with, among other things, legal noticing, claims management and reconciliation, plan solicitation, balloting, disbursements, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders;
(b) Prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results;
(c) Assist with the preparation of the Debtors’ schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith;
(d) Provide a confidential data room, if requested; 3
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(e) Manage and coordinate any distributions pursuant to a chapter 11 plan; and
(f) Provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Bankruptcy Court or the Office of the Clerk of the Bankruptcy Court.
7. Stretto’s appointment as Administrative Advisor will provide the Debtors with experienced professionals and services that are essential to a successful reorganization. Stretto will coordinate with the Debtors’ other retained professionals in these cases to avoid any unnecessary duplication of services. Accordingly, the relief requested in this Application is in the best interests of the Debtors’ estates and all parties in interest.
Professional Compensation
8. The fees Stretto will charge in connection with providing services to the Debtors are set forth in the Engagement Agreement. The Debtors respectfully submit that Stretto’s rates are competitive and comparable to the rates its competitors charge for similar services. Indeed, the Debtors conducted a review and competitive comparison of other firms and reviewed the rates of other firms before selecting Stretto as Administrative Advisor. The Debtors believe
Stretto’s rates are more than reasonable given the quality of Stretto’s services and its professionals’ bankruptcy expertise. Additionally, Stretto will seek reimbursement from the
Debtors for reasonable expenses in accordance with the terms of the Engagement Agreement.
9. Prior to the Petition Dates, the Debtors provided Stretto an advance in the amount of $50,000. Pursuant to the Order Authorizing Retention and Appointment of Stretto as Claims and Noticing Agent (the “Section 156 Order” [Docket. No. 56], Stretto was authorized to apply the advance to all prepetition invoices, and thereafter, to have the advance replenished to the original advance amount and to hold the advance under the Engagement Agreement during these
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chapter 11 cases as security for the payment of fees and expenses incurred under the Engagement
Agreement. However, Stretto will not apply the Retainer to any fees and expenses incurred as
Administrative Advisor to the Debtors unless and until such fees and expenses have been approved by the Court in accordance with the proposed order granting this Application.
10. Stretto intends to apply to the Bankruptcy Court for allowance of compensation and reimbursement of expenses incurred after the Petition Dates in connection with the services it provides as Administrative Advisor pursuant to the Engagement Agreement. Stretto will comply with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules and any orders entered in these chapter 11 cases regarding professional compensation and reimbursement of expenses.
11. Additionally, under the terms of the Engagement Agreement, the Debtors have agreed to indemnify, defend and hold harmless Stretto and its members, directors, officers, employees, representatives, affiliates, consultants, subcontractors, and agents under certain circumstances specified in the Engagement Agreement, except in circumstances resulting solely from Stretto’s gross negligence, willful misconduct, or as otherwise provided in the Engagement
Agreement. The Debtors believe that such an indemnification obligation is customary, reasonable and necessary to retain the services of an Administrative Advisor in these chapter 11 cases.
Disinterestedness
12. Stretto has conducted a conflicts analysis to determine whether it has any relationships with the creditors and parties in interest provided by the Debtors, and, to the best of the Debtors’ knowledge, information, and belief, and except as disclosed in the Betance
Declaration, Stretto is a “disinterested person” within the meaning of section 101(14) of the
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Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent any interest materially adverse to the Debtors’ estates in connection with any matter on which it would be employed.
13. Stretto believes that it does not have any relationships with creditors or parties in interest that would present a disqualifying conflict of interest. Stretto will supplement its disclosure to the Bankruptcy Court if any facts or circumstances are discovered that would require such additional disclosure.
Basis for Relief
14. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to
Bankruptcy Court approval:
[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.
11 U.S.C. § 327(a).
15. Bankruptcy Rule 2014(a) requires that an application for retention include:
[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, and proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee.
Fed. R. Bankr. P. 2014.
16. In light of the size and complexity of these chapter 11 cases, the Debtors respectfully submit that retaining and employing Stretto pursuant to the terms of the Engagement
Agreement is necessary and in the best interests of the Debtors’ estates and all parties in interest to these chapter 11 cases. The Debtors also believe that the terms and conditions of the
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Engagement Agreement are reasonable in light of the anticipated high volume of creditors and other parties-in-interest that will be involved in these cases.
17. The Debtors believe that administration of these chapter 11 cases will require
Stretto to perform duties outside of the scope authorized in the Section 156(c) Order.
Accordingly, to help manage administrative tasks with respect to the thousands of creditors and other parties in interest that are expected to be involved in the Debtors’ chapter 11 cases, and the complexity of such cases, the Debtors respectfully request the Bankruptcy Court enter an order appointing Stretto as the Administrative Advisor in these chapter 11 cases pursuant to section
327(a) of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016.
Notice
18. The Debtors will provide notice of this Application to: (i) the Office of the U.S.
Trustee for the District of Delaware; (ii) the United States Attorney for the District of Delaware;
(iii) the Internal Revenue Service; (iv) the creditors listed on the Debtors’ consolidated list of twenty creditors holding the largest unsecured claims; (v) counsel to CLNC 2019-FL1 Funding,
LLC; and (vi) all parties requesting notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.
No Prior Request
19. No prior request for the relief sought in this Application has been made to this or any other court.
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WHEREFORE, the Debtors respectfully request that the Bankruptcy Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other relief as the Bankruptcy Court deems appropriate under the circumstances.
Dated: March 15, 2021 COLE SCHOTZ P.C. Wilmington, Delaware /s/ Justin R. Alberto Justin R. Alberto (No. 5126) Patrick J. Reilley (No. 4451) 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Email: [email protected] [email protected]
- and –
Patrick J. Potter (Pro Hac Vice) Jonathan Doolittle (Pro Hac Vice) Rahman Connelly (Pro Hac Vice) PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Telephone: (202) 663-8928 Facsimile: (202) 663-8007 [email protected] [email protected] [email protected]
Proposed Counsel to the Debtors and Debtors in Possession Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 1 of 49
Exhibit A
Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) SC SJ HOLDINGS LLC, et al.,1 ) Case No. 21-10549 (JTD) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. _____
ORDER AUTHORIZING RETENTION AND APPOINTMENT OF STRETTO AS ADMINISTRATIVE ADVISOR EFFECTIVE TO THE PETITION DATES
Upon the application (the “Application”)2 of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) for entry of an order (the “Order”), authorizing the
Debtors to retain and appoint Stretto (“Stretto”) 3 as administrative advisor (“Administrative Advisor”) effective to the Petition Dates pursuant to section 327(a) of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016, all as more fully set forth in the Application; and upon the Betance Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and the Bankruptcy Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and that this Bankruptcy Court may enter a final order consistent with Article III of the United States Constitution; and this Bankruptcy Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Bankruptcy Court having found that the relief requested in the Application is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and this Bankruptcy Court having found that the
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: SC SJ Holdings LLC (5141) and FMT SJ LLC (7200). The mailing address for both Debtors is 3223 Crow Canyon Road, Suite 300 San Ramon, CA 94583.
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Application. 3 Stretto is the trade name of Bankruptcy Management Solutions, Inc., and its subsidiaries.
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Debtors’ notice of the Application and opportunity for a hearing on the Application were appropriate and no other notice need be provided; and this Bankruptcy Court having reviewed the Application and having heard the statements in support of the relief requested therein at a hearing before this Bankruptcy Court (the “Hearing”); and this Bankruptcy Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Bankruptcy Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Application is approved as set forth herein.
2. The Debtors are authorized to retain Stretto as Administrative Advisor effective to the Petition Date for each Debtor under the terms of the Engagement Agreement, and Stretto is authorized to perform the bankruptcy administration services described in the Application and set forth in the Engagement Agreement.
3. Stretto is authorized to take such other action as may be reasonable or necessary to comply with all duties set forth in the Application.
4. Stretto shall apply to the Bankruptcy Court for allowance of compensation and reimbursement of expenses incurred after the Petition Dates as Administrative Advisor in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules and any orders entered in these cases regarding professional compensation and reimbursement of expenses.
5. The Debtors shall indemnify Stretto under the terms of the Engagement
Agreement, as modified pursuant to this Order.
6. Stretto shall not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Agreement for services other than the services provided under the
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Engagement Agreement, unless such services and the indemnification, contribution or reimbursement therefor are approved by the Bankruptcy Court.
7. Notwithstanding anything to the contrary in the Engagement Agreement, the
Debtors shall have no obligation to indemnify Stretto, or provide contribution or reimbursement to Stretto, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from Stretto’s gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtors allege the breach of Stretto’s contractual obligations if the Bankruptcy Court determines that indemnification, contribution or reimbursement would not be permissible pursuant to applicable law; or (iii) settled prior to a judicial determination under (i) or (ii), but determined by this Bankruptcy Court, after notice and a hearing, to be a claim or expense for which Stretto should not receive indemnity, contribution or reimbursement under the terms of the Engagement Agreement as modified by this Order.
8. If, before the earlier of (a) the entry of an order confirming a chapter 11 plan in these chapter 11 cases (that order having become a final order no longer subject to appeal), or
(b) the entry of an order closing these chapter 11 cases, Stretto believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution, and/or reimbursement obligations under the Engagement Agreement (as modified by this Order), including the advancement of defense costs, Stretto must file an application therefor in this Bankruptcy Court, and the Debtors may not pay any such amounts to Stretto before the entry of an order by this Bankruptcy Court approving the payment. This paragraph is intended only to specify the period of time under which the Bankruptcy Court shall have jurisdiction over any request for fees and expenses by Stretto for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtors’ obligation to
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indemnify Stretto. All parties in interest shall retain the right to object to any demand by Stretto for indemnification, contribution, or reimbursement.
9. The limitation of liability section in paragraph 10 of the Engagement Agreement is deemed to be of no force or effect with respect to the services to be provided pursuant to this
Order.
10. In the event of any inconsistency between the Engagement Agreement, the
Application and the Order, the Order shall govern.
11. The Debtors and Stretto are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.
12. Notwithstanding any term in the Engagement Agreement to the contrary, the
Bankruptcy Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order.
13. Notice of the Application as provided therein shall be deemed good and sufficient notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice.
14. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall be immediately effective and enforceable upon its entry.
15. In the event of any inconsistency between the Engagement Agreement, the
Application and the Order, the Order shall govern.
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Exhibit B
Betance Declaration
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) In re: ) Chapter 11 ) SC SJ HOLDINGS LLC, et al.,1 ) Case No. 21-10549 (JTD) ) Debtors. ) (Jointly Administered) )
DECLARATION OF SHERYL BETANCE IN SUPPORT OF DEBTORS’ APPLICATION FOR APPOINTMENT OF STRETTO AS ADMINISTRATIVE ADVISOR EFFECTIVE TO THE PETITION DATES
I, Sheryl Betance, under penalty of perjury, declare as follows:
1. I am a Senior Managing Director of Stretto (“Stretto”),2 a chapter 11 administrative services firm with offices at 410 Exchange, Ste. 100, Irvine, CA 92602. Except as otherwise noted, I have personal knowledge of the matters set forth herein, and if called and sworn as a witness, I could and would testify competently thereto.
2. This Declaration is made in support of the above-captioned debtors’ (collectively, the “Debtors”) Application for Appointment of Stretto as Administrative Advisor Effective to the
Petition Dates, which was filed contemporaneously herewith (the “Application”).3
3. Stretto is comprised of leading industry professionals with significant experience in both the legal and administrative aspects of large, complex chapter 11 cases. Stretto’s professionals have experience in noticing, claims administration, solicitation, balloting and facilitating other administrative aspects of chapter 11 cases and experience in matters of this size and complexity. Stretto has substantial experience in matters of this size and complexity, and
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: SC SJ Holdings LLC (5141) and FMT SJ LLC (7200). The mailing address for both Debtors is 3223 Crow Canyon Road, Suite 300 San Ramon, CA 94583.
2 Stretto is the trade name of Bankruptcy Management Solutions, Inc., and its subsidiaries.
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has acted as the official administrative advisor in many large bankruptcy cases pending in this
District and other districts nationwide, including: In re Furniture Factory Ultimate Holding,
L.P., et al., Case No. 20-12816 (JTD) (Bankr. D. Del. Jan. 5, 2021); In re NS8 Inc., Case No. 20-
12702 (CSS) (Bankr. D. Del. Dec. 3, 2020); In re Rubio’s Restaurants, Inc., et al., Case No. 20-
12688 (MFW) (Bankr. D. Del. Nov. 18, 2020); In re NinePoint Medical, Inc. Case No. 20-12618
(KBO) (Bankr. D. Del. Nov. 19, 2020); In re Impresa Holdings Acquisition Corporation, et al.,
Case No. 20-12399 (BLS) (Bankr. D. Del. Oct. 19, 2020); In re VIVUS, Inc., Case No. 20-11779
(LSS) (Bankr. D. Delaware August 24, 2020); In re Maines Paper & Food Service, Inc., Case
No. 20-11502 (KBO) (Bankr. D. Del. August 3, 2020); In re APC Automotive Technologies
Intermediate Holdings, LLC, Case No. 20-11466 (CSS) (Bankr. D. Del. July 7, 2020); In re
Superior Air Charter, LLC, Case No. 20-11007 (CSS) (Bankr. D. Del. May 21, 2020); In re
Ravn Air Group, Inc., Case No. 20-10755 (BLS) (Bankr. D. Del. May 18, 2020); In re Rudy’s
Barbershop Holdings, LLC, Case No. 20-10746 (LSS) (Bankr. D. Del. Apr. 27, 2020); In re API
Americas Inc., Case No. 20-10239 (CSS) (Bankr. D. Del. Mar. 12, 2020).
4. As Administrative Advisor, Stretto will perform the bankruptcy administration services specified in the Application and the Engagement Agreement. In performing such services, Stretto will charge the Debtors the rates set forth in the Engagement Agreement, which is attached as Exhibit C to the Application.
5. Stretto is a “disinterested person” as that term is defined in section 101(14) of the
Bankruptcy Code, in that Stretto and its professional personnel:
(a) are not creditors, equity security holders, or insiders of the Debtors;
(b) are not and were not, within two years before the date of the filing of these cases, directors, officers, or employees of the Debtors; and
3 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.
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(c) do not have an interest materially adverse to the interest of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors.
6. I caused to be submitted for review by our conflicts system the names of all known potential parties-in-interest (the “Potential Parties in Interest”) in these chapter 11 cases.
The list of Potential Parties in Interest was provided by the Debtors and included, among other parties, the Debtors, non-Debtor affiliates, current and former directors and officers of the
Debtors, secured creditors, lenders, the Debtors’ largest unsecured creditors on a consolidated basis, and is attached hereto as Exhibit 1. The Potential Parties in Interest list was compared to an internal database that includes, among others, Stretto’s parent entities, affiliates, and subsidiaries. Stretto’s internal database also includes Stone Point, its funds, and each such fund’s respective portfolio companies as set forth in the list most recently provided to Stretto by
Stone Point’s internal compliance department (the “Stone Point Searched Parties”). The results of the conflict check were compiled and reviewed by Stretto professionals under my supervision.
At this time, and as set forth in further detail herein, Stretto is not aware of any relationship that would present a disqualifying conflict of interest. Should Stretto discover any new relevant facts or relationships bearing on the matters described herein during the period of retention, Stretto will use reasonable efforts to file promptly a supplemental declaration.
7. To the best of my knowledge, and based solely upon information provided to me by the Debtors, and except as provided herein, neither Stretto, nor any of its professionals, has any materially adverse connection to the Debtors, their creditors or other relevant parties. Stretto has and will continue to represent clients in matters unrelated to these chapter 11 cases. In addition, in matters unrelated to these chapter 11 cases, Stretto and its personnel have and will continue to have relationships personally or in the ordinary course of business with certain
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vendors, professionals, financial institutions, and other parties in interest that may be involved in the Debtors’ chapter 11 cases. Stretto may also provide professional services to entities or persons that may be creditors or parties in interest in these chapter 11 cases, which services do not directly relate to, or have any direct connection with, these chapter 11 cases or the Debtors. Based upon a review of the Potential Parties in Interest:
Morris, Nichols, Arsht & Tunnell LLP (“MNA&T”) has been identified as a
Potential Party in Interest. Derek Abbott, an employee of MNA&T, is a current client
of Stretto’s chapter 7 software business in his individual capacity, but such
relationship is unrelated to the Debtor and its estate, assets, or businesses.
Verity, LLC has been identified as a Potential Party in Interest. Ray Peroutka, an
employee of Verity, LLC, is a current client of Stretto’s chapter 7 software business
in his individual capacity, but such relationship is unrelated to the Debtor and its
estate, assets, or businesses.
Dean & Deluca, Inc., one of Stretto's clients, has been identified as a Potential
Party in Interest. However, to the best of my knowledge, such relationship is
materially unrelated to these chapter 11 cases.
Lewis, Brisbois, Bisgaard & Smith LLP (“LBB&S”) has been identified as a
Potential Party in Interest. Richard Lauter, an employee of LBB&S, is a current
client of Stretto's chapter 7 software business in his individual capacity, but such
relationship is unrelated to the Debtor and its estate, assets, or businesses.
8. To the best of my knowledge, none of Stretto’s employees are related to bankruptcy judges in the District of Delaware, the United States Trustee for Region 3, or any
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attorney known by Stretto to be employed in the Office of the United States Trustee serving the
District of Delaware.
9. Certain of Stretto’s professionals were partners of or formerly employed by firms that are providing or may provide professional services to parties in interest in these cases.
Except as disclosed herein, these professionals did not work on any matters involving the
Debtors while employed by their previous firms. Moreover, these professionals were not employed by their previous firms when these chapter 11 cases were filed. To the best of my knowledge, none of Stretto’s professionals were partners of, or formerly employed within the last three years by firms that are Potential Parties in Interest or that have filed a notice of appearance in these Chapter 11 Cases.
10. Stretto and its personnel in their individual capacities regularly utilize the services of law firms, investment banking and advisory firms, accounting firms, and financial advisors.
Such firms engaged by Stretto or its personnel may appear in chapter 11 cases representing the
Debtors or parties in interest. To the best of my knowledge, Stretto does not currently utilize the services of any law firms, investment banking and advisory firms, accounting firms, or financial advisors who have been identified as Potential Parties in Interest or who have filed a notice of appearance in these Chapter 11 Cases.
11. In April 2017, Stretto was acquired by the Trident VI Funds managed by private equity firm Stone Point Capital LLC (“Stone Point”). Stone Point is a financial services-focused private equity firm based in Greenwich, Connecticut. The firm has raised and managed eight private equity funds – the Trident Funds – with aggregate committed capital of approximately
$25 billion. Stone Point targets investments in the global financial services industry and related sectors.
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12. The following disclosure is made out of an abundance of caution in an effort to comply with the Bankruptcy Code and Bankruptcy Rules. Stretto has searched the names of the
Debtors and the names of the Potential Parties in Interest against the Stone Point Searched
Parties. In addition, following the Petition Dates, Stretto provided Stone Point with the names of the Debtors, any non-debtor affiliates and the Debtors’ significant equity holders, and Stone
Point searched such names against its investments to confirm whether Stone Point has any relationship to such entities.
13. Based solely upon the foregoing search, Stretto has determined that Sedgwick
Claims Management Services, Inc. and HireRight, Inc., each owned by Trident VII Funds, have been identified as Potential Parties in Interest. However, to the best of Stretto’s knowledge,
Stretto’s relationship to this entity does not create any adverse interest against the Debtors’ estate that would present a disqualifying conflict of interest, and there are no other connections that require disclosure. To the extent Stretto learns of any material connections between Stone
Point’s funds or investments included in the above-described conflicts search and the Debtors,
Stretto will promptly file a supplemental disclosure. Stretto may have had, may currently have, or may in the future have business relationships unrelated to the Debtors with one or more Stone
Point entities including, among others, portfolio companies of Stone Point.
14. From time to time, Stretto partners or employees personally invest in mutual funds, retirement funds, private equity funds, venture capital funds, hedge funds, and other types of investment funds (the “Investment Funds”), through which such individuals indirectly acquire a debt or equity security of many companies, one of which may be one of the Debtors or their affiliates, often without Stretto’s or its personnel’s knowledge. Each Stretto partner or employee generally owns substantially less than one percent of such Investment Fund, does not manage or
62358/0001-40298126v2 7 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 13 of 49
otherwise control such Investment Fund and has no influence over the Investment Fund’s decision to buy, sell or vote any particular security. Each Investment Fund is generally operated as a blind pool, meaning that when the Stretto partners or employees make an investment in the particular Investment Fund, he, she or they do not know what securities the blind pool
Investment Fund will purchase or sell, and have no control over such purchases or sales.
15. From time to time, Stretto partners or employees may personally directly acquire a debt or equity security of a company which may be one of the Debtors or their affiliates.
Stretto has a policy prohibiting its partners and employees from using confidential information that may come to their attention in the course of their work. In this regard, subject to the foregoing, all Stretto partners and employees are barred from trading in securities with respect to matters in which Stretto is retained. Subject to the foregoing, upon information and belief, and upon reasonable inquiry through email survey of Stretto’s employees, Stretto does not believe that any of its partners or employees own any debt or equity securities of a company that is a
Debtor or of any of its affiliates.
16. To the best of my knowledge, Stretto (a) does not hold or represent an interest adverse to the Debtor’s estate; (b) is a “disinterested person” that (i) is not a creditor, an equity security holder, or an insider, (ii) is not and was not, within two years before the Petition Dates, a director, officer, or employee of any of the Debtors, and (iii) does not have an interest materially adverse to the interest of the Debtors’ estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason; and (c) has disclosed all of Stretto’s connections with the
Debtors, its 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.
62358/0001-40298126v2 8 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 14 of 49
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my information, knowledge and belief.
Dated: March 15, 2021 /s/ Sheryl Betance Sheryl Betance Senior Managing Director Stretto 410 Exchange, St. 100 Irvine, CA 92602
62358/0001-40298126v2 9 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 15 of 49
Exhibit 1 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 16 of 49
Exhibit 1
SC SJ HOLDINGS LLC, et al.
Potentially Interested Parties
Debtors California Department of Motor Vehicles FMT SJ LLC California Department of Tax & Fee SC SJ Holdings LLC Administration California Department of Toxic Substances Non-Debtor Affiliates Control FMT SJ Holdings LLC California Dept of Alcoholic Beverage Control FB SJ Holdings LLC California Dept. of Industrial Relations GA SJ LLC California Environmental Protection Agency F&B SJ LLC City of Clearlake ST SJ LLC City of Industry, Department of Tax and Eagle Canyon Capital LLC Collections Eagle Canyon Partners LLC City of San Jose, Attn: Event Services Eagle Canyon Holdings LLC City of San Jose, Attn: Nora Frimann, City Sotech LLCt Attorney City of San Jose, Bureau Of Fire Prevention - Directors, Officers & Outside Managers Dept #34347 Anthony Shippam City of San Jose, c/o Central Parking System Candace Corra City of San Jose, c/o Sp Plus Stewart Management Company City of San Jose, Department Of Transportation City of San Jose, Dept #34370 Significant Equity Holders City of San Jose, H.B.I.D. Assessment FMT SJ Holdings LLC City of San Jose, Multiple Housing City of San Jose, Office Of Cultural Affairs Bankruptcy Judges & Staff City of San Jose, Permits Chief Judge Christopher S. Sontchi City of San Jose, Treasury Division - Payment Judge Ashley M. Chan Processing Judge Brendan L. Shannon City of Stockton Judge John T. Dorsey City Park Judge Karen B. Owens Conveyance Permits Judge Kevin Gross County of San Jose Judge Laurie Selber Silverstein County of San Mateo Judge Mary F. Walrath County of Santa Clara Stacey Drechsler, Chief Deputy Clerk County of Santa Clara, Department of Planning Una O’Boyle, Clerk of Court & Development Delaware Office of the Attorney General Banks/Lender/UCC Lien Parties Delaware Secretary of State Bank of America, N.A. Delaware State Treasury CLNC 2019-FL1 Funding LLC Department of Tax And Collections, San Jose CLNC Fair Jose Pref LLC Department of The Treasury Key Bank Real Estate Capital Office of the United States Attorney for the U.S. Small Business Administration District of Delaware Wells Fargo Office of the United States Trustee for the District of Delaware Governmental/Regulatory Agencies Riverside County Treasurer CA Department of Tax And Revenue Santa Clara and San Benito Counties Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 17 of 49
Santa Clara County Department of Pircher, Nichols & Meeks Environmental Health Richards, Watson and Gershon Securities & Exchange Commission Sensiba San Filippo LLP State of California, Franchise Tax Board Shartsis Friese LLP State of California, Office of Attorney General Sidley Austin LLP State of California, State Board of Equalization Stretto The City of San Jose, Office of Parking Verity International Limited Violations Weinberg, Roger and Rosenfeld U.S. Small Business Administration Wilson Mcgrath, LLC
Top 20 Creditors Litigation Acco Engineered System Accor/Fairmont Hotel Resorts Accor/Fairmont Hotel Resorts Barracuda Networks, Inc. Pension/Health and Welfare Plans Becton, Dickinson and Company District Council 16 Northern California Health CA Department of Tax and Revenue and Welfare Plan Cappstone Inc. Labor Unions 401(K) Plan City of San Jose South Bay H.E.R.E. Trust Fund Encore Global, fka PSAV Teamsters Managed Trust Funds Fairmont Hotel- San Francisco Western Conference Teamsters Impark Minibar North America Professionals (Bankruptcy and Ordinary Otis Course) Owl Energy Bishop-Mccann, LLC Pacific Coast Trane Coblentz,Patch,Duffy & Bass Pacific Gas & Electric Cole Schotz, P.C. San Jose Water Co David A. Berger, Cpa Siemens Industry David Busch and Fox & Fox Law Corporation Sonifi Solutions Inc Deloitte Tax LLP U.S. Small Business Association DJK Law Group, P.C. Vesta Foodservice DNH Consulting, LLC Ernst & Young US LLP U.S. Trustee Personnel Fish & Richardson Benjamin Hackman, Trial Attorney Gibson, Dunn & Crutcher LLP Christine Green, Paralegal Specialist Gordon and Rees, LLP David Buchbinder, Trial Attorney Greenberg Glusker David Villagrana, Trial Attorney Grzeca Law Group Denis Cooke, Auditor (Bankruptcy) Hopkins and Carley Diane Giordano, Bankruptcy Analyst Law Office of Phillip J. Griego Dion Wynn, Paralegal Specialist Lewis Brisbois Bisgaard & Smith, LLP Edith A. Serrano, Paralegal Specialist LimNexus LLP Hannah M. McCollum, Trial Attorney Liftoff Law LLC Holly Dice, Auditor (Bankruptcy) Michelman and Robinson, LLP James R. O’Malley, Bankruptcy Analyst Morgan Stanley Smith Barney LLC Jane Leamy, Trial Attorney Morrison & Foerster LLP Joseph McMahon, Trial Attorney Morrison Nichols Arsht & Tunnell LLP Juliet Sarkessian, Trial Attorney Moss Adams LLP Karen Starr, Bankruptcy Analyst Pertl & Alexander LLC Lauren Attix, OA Assistant Petrinovich Pugh & Company LLP Linda Casey, Trial Attorney Pillsbury Winthrop Shaw Pittman LLP Linda Richenderfer, Trial Attorney
2 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 18 of 49
Michael Panacio, Bankruptcy Analyst A Party Place Rental Nyanquoi Jones, Auditor (Bankruptcy) A S Hospitality Ramona Vinson, Paralegal Specialist A&B Painting Inc. Richard Schepacarter, Trial Attorney Rosa Sierra, Trial Attorney A. Weaver Photography Shakima L. Dortch, Paralegal Specialist A-1 Fence Inc. T. Patrick Tinker, Assistant U.S. Trustee A-A Lock & Alarm Inc. Timothy J. Fox, Jr., Trial Attorney AAA Fence Company, Inc AAF International Unions Aamera Zafer Cal Steam - 3809 ABC Cal Steam #2504 IUOE Local 39 Abel Medrano IUPTA District Council 16 Abi Romero Ramirez IUPTA District Council 16 Northern California Absolute Software Local 19 AC Hotel Northern California Painting and Finishing Access Commercail Door Company Association Access Commercial Door Teamsters Local Union No. 856 Acco Engineered System Unite H.E.R.E. National Retirement Fund Unite Here Local 19 Accommodation Plus Int'l United Educators of San Francisco Local Accor Business and Leisure United Steel Workers Accor Management Us Inc. Accor/Fairmont Hotel Resorts Utilities Accountemps Commercial Energy of California Accounting Principals Pacific Gas & Electric Accretive Wealth Management LLC Republic Services San Jose Water Ace America Tour & Convention Acme Pacific Repairs Other Vendors Acronym Media, Inc Acterra 1000 Bulbs.Com Active Network/Starcite, Inc 130 Grand Holdings Inc. Ada Hotel Signs 143 Biz Group Adam Alper 150 South First Street, LLC Adam Keller 1st Class Laundry Adam Mali 2015 Peo Convention Adam Wald 2016 Corde Valle, LLC Adaptive Insights Inc 305 Communications and Events Adaptive Sights 38 North Connections, LLC Adobe 477K Group, LLC Adolfo Acosta 4Imprint, Inc ADP Time & Attendance 8X8 ADR Promotions A Closer Look, LLC Advanced Business Solutions A F Limo AFCO A Gifted Education Affiliate of Cruises and Tours Unlimited A Karaoke Dj Rental AFFL, LLC
3 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 19 of 49
Affordable Travel Planner. Inc Amador Bueno Aflac Amazing Packing Supplies Aftermath Services LLC Amazing Products Buyers AGS Quality Linen, Inc Amazon Capital Services, Inc AIA Corporation Amber Food International, Inc Air Aroma USA Dist, LLC Ambiance By Tejel Aircom Mechanical Inc Ambius Airgas American Airlines Airline Accommodations Solutions, LLC American Anthropological Association Alameda Electrical Distributor American Bar Association Alan Perez American Beverage Equipment Alaska Airlines, Inc. American Craft Distributing Company Albert Morales American Express Albert Uster Imports Inc American Express Global Bt Israel Alegria Destination and Events American Express Meeting and Events Alex Sotelo Cellars American Federation of Government Alexandra Kogan American Furniture Rentals, Inc Alfie Dreifuss Productions American Hotel Register Co Alfonso Rodriguez American Industrial Pumps All Cal Golf and Industrial Vehicle American Red Cross All Direct Travel Solutions American Registry For Internet Numbers, Ltd All Elements Design American Safe Inc All Star Travel Group American Society of Mechanical Engineers All Things Meetings American Travel Soultions Allan Riccetti America's Best Coffee Roasting Company Allegra Entertainment and Events Amerigas - San Jose Allen - Bailey Tag and Label AMJ Campbell Toronto-Household Allied 100, LLC Anais Event Planning Design Allied Construction Services Analog Devices Allied Drapery Service Ananth Reddy Allied Refrigeration Andrew Airoso Allied Reliability, Inc Angel Fontanilla Allied Universal Angela Marilyn Delong Allure Travel Angelica Cantlon Alma Lee Anime Resource Group Alma Navarro Annastasia Rossi Aloft Santa Clara Anschutz L.A. Soccer Inc dba Los Angeles Galaxy Alpha Card Anthony Travel Altour California, LLC Antigua De Mexico Altour International Antonio Perez III Altour International, Inc Aon Risk Service Central, Inc AM Party Rentals API - Accommodations Plus International Alaska Amadeus Hospitality Americas, Inc Airlines Amadeus Hospitality Americas, Inc. Apple Advertising
4 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 20 of 49
Applied Air Filters, Inc Bankdirect Capital Finance Applied Industrial Technologies Banks Sadler Limited Aquatic Access Inc. Barbara Reyes Aquatic Commerical Industries Bardic Management and Marketing LLC Arc Document Solutions, LLC Barefoot Coffee Arcelia Barriga Barney and Barney Arch Angel Music Concerts, Inc Barry Swenson Builder Archbishop Mitty High School Battery Shack 11 Inc. Arctic Express - Nor Cal Bay Area Air Quality Management District Ardelyx Inc. Bay Area Air Quality Management District (BAAQMD) Armstrong Moving and Storage Bay Area Furniture Bank Arrowhead Bay Area Host Committee Art Advisory Service Bay Area Mechanical LLC ASCAP Bay Area News Group Ascot Travel Bay Area Newsgroup Ashdown Architecture, Inc Bay Area Strings Ashraf Tadros Bay City Boiler & Engineering Co, Inc. ASM Stone Care BBCT Media, Inc ASMI BBJ Linen Rental ASML BCD M&I Aspen Travel BCD Meetings and Events Assa Abloy Global Solutions BCV Associated Luxury Hotels Beat Street Associated Students of Wilcox High School Beck's Shoes Associated Students of Yerba Buena High School Becton, Dickinson and Company Association For Research In Otolaryngology Beekley Corporation Association of Science-Technology Centers Incorp Beeline Travel Assyrian American Assoc. of San Jose Bees At Home Beekeeper Astra Kelly Behnam Eliaszadeh AT&T Belal Aftab AT&T Mobility Bellarmine College Preparatory Aubrey Parrott Bendik Kleveland Automated Solutions Group Asg Benefit Resource Automatic Door Systems, Inc. Benjamin Jones Automation Anywhere Inc Berkeley Farms Avalon Transportation, LLC Best Buy Business Advantage Account Avendra Replenishment Best Buy Stores, L.P. Avendra Replenishment LLC Bestflag.Com B Line Events, Inc. Beverly Coat Hanger B.T. Mancini Co. Inc. Bhupinder Lehga Baker's Floor and Surface Bicycle Express Bakers of Paris Big Think Media, Inc Balloonatics Bijan Bakery Bamo Inc. Bijan Wine Bar
5 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 21 of 49
Bill Wilson Center Bryan Allen Events Bill.Com Bryan Olson Billion Travel Solutions LLC Bryan Walker Birchstreet Buckalew Hospitality, LLC Birdbuffer Buckles Smith Birite Foodservice Distributors Buckles-Smith Electric Company Bizchair.Com Bunzl Processor Division Bjorn Fiten Bur Mah BKM Bur+Mah Blackhawk Labs, LLC Burford Productions and Travel Blonder Burke Floor Covering Bloomberg Businessweek Burr Plumbing & Pumping Blooming Bouquet Business For Social Responsibility Blue Ribbon Supply Company Business Radio Licensing Blue River Farms Bz Media Bluebuzzard Technology Group, Inc C & J Contracting Board of Trustees of Leland Stanford University C and J Contracting, Inc Boba Bar C.J. Pacific International Inc Bobbie Binns C.R. Laurence Company Bongarde Cablesandkits.Com Bonotel Exclusive Travel Caffe Carrello Book My Group LLC Cal Fire / Office of The State Fire Marshal Booking.Com Bv Cal Neon Boot World California Association of Realtors Bottomley Distributing Co California Band Directors Association Bounce House Rentals California Chamber of Commerce Boys and Girls Club of Silicon Valley California Hotel & Lodging Association Brad Metzger Restaurant Solutions Inc. California Hydronics Corp Brandon Barre California School Employees Association Branham High School Student Body Fund California Teachers Association Brentrick Inc California Travel & Tourism Commission Brev Resources. Inc California Trust Connection Inc. Brian Agle Calpacific Equipment Brian Chevalier Calsa Scholarship Fund Brian Kneis Cam Acoustics Brian Mckinnon Camfil Brian Orter Lighting Design, LLC Camfil Usa, Inc Bright Event Rentals. LLC Canada Legal Referral Briotix Inc. Candido Madrigal Broadcast Music Inc. Candy Dish Candy, LLC Brown Hill Productions, LLC Candy Warehouse.Com Bruce Barton Pump Cang Yuchun Bruce Barton Pump Service Capitol Imaging Bruvion Travel Cappa & Graham
6 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 22 of 49
Cappstone Inc. Cid Entertainment Caritas Ma Rona Campos Vega Cigna / Lina Carla Blackwell Cigna C/O Hsa Bank Carlo Nardi Cigna Healthcare Carlos Segovia Cinequest Carlos Solis Cintas Corporation Carlos Valencia Cintas Corporation #630 Carlson Wagonlit Travel Cintas Fire National Accounts Carolyn Jones Cintas Fire Protection Carrier Corporation Cintas First Aid and Safety Case Parts Company Cisco Castilleja School Cisco Air Systems Catalina Lamp & Shade Cittis Florist CB Tint City Career Fair CDAS Consulting Inc. City Ventures Communities CDW Direct Cityteam Ministries Central Computers Claridge Products and Equipment Ceres Unified Teachers Association Clark Pest Control Ceridian Classic Party Rentals Cet Management Uk Ltd Classic Wines Chair Divas Classpass Inc. Challenge Dairy Products Clean Harbors Environmental Service Chambers and Chambers Clearslide, Inc Chaminade Clearvu Enterprises Charge Point, Inc Cleveland Menu Printing, Inc Charles R. Burgan Cloth Connection Charles R. Hawley CM Publications Charter Furniture Coast2Coast Survey Corporation Chef Works Coca Cola Chemsearch Coca Cola Refreshments Cherie Fang San Diego Cocktail Kingdom, LLC Chevron and Texaco Business Card Services Code Fulfillment China Cyts M.I.C.E Service Co Cogency Global Chinese Historical & Cultural Project Cohesity Inc Chino Valley Unified School District Coker Pump and Equipment Company Chlic-Chicago College Hunks Hauling Junk Chmwarnick, LLC Collegiate Parent, LLC Chocolate Accents Comcast Chris Adgar Beal Comcast Business Chrissa Imports, Ltd. Comcast Spectacor LLC Christian Camarillo Comdata Christine Le Comedy Club of San Jose Christmas In The Park Commercial Energy of California Christopher M. Adgar-Beal Compactor Management Company
7 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 23 of 49
Compass Communications Group Crown Equipment Corporation Competitor Group Crystal Springs Uplands School Comtix Csea Chapter #223 Conexis Csea Chapter #243 Conference Direct Csea Chapter #404 Conference Housing Csea Chapter #605 Connections Housing Csea Chapter #674 Consulate General of India, San Francisco CTC-USA Consullate General of Switzerland Culligan Water Conditioning Convention Housing Management Cung Le Convention Housing Partners LLC Cupertino Courtyard Convention Management Resources, Inc Current Events. Inc Copy Pro Currey & Company Corinne Moore Custom Cuts Interior Trim Corodata Media Storage Custom Video Connection Corodata Records Management Cut Rate Batteries, Inc Corporate Tax Incentives Cvent, Inc Corporate Travel Management Cvi Brands Corporate Traveler Cwt Meeting and Events Corporate Traveler Seattle Cyberwatch Security Cort Trade Show Furnishings Cyril Isnard Cory Green D&D Compressor Inc. Costco Travel D&S Communication Costco Wholesale D.W. Haber and Son, Inc Coterie Cellars Daddy O County Specialty Gases Daisy Gonzalez Courtcall LLC Daltile Courtyard By Marriott San Jose Campbell Dalya Barsamian Courtyard San Jose Airport Dana Messing Cowork Chilliwack Daniel Mcgowan CPRA, Inc Daniel Wong Mcclain Cray Danny Thomas Party Rentals Creations For All Seasons Dante Billeci Creative Athletic Darryl Scotti Events, Inc Creative Drinks, Inc Data Center Warehouse, LLC Creative Drywall Design Data Communications Management Creative Group Datamation Systems, Inc Creative Tours Usa Dave Moody Creative:Mint LLC David Aldana Crest / Good Manufacturing David Gonzales Crest /Good Manufacturing David Guillory Criollo Chocolatier LLC David Krishock Cristo Rey San Jose Work Study Program David Lund Crossley Axminster,Inc David Martin Vanoverveen
8 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 24 of 49
David Roche East Lake Seafood Restaurant Dawn Food Products East Side Union High School District Dbs Construction Easy Fuel Dcm Travel Echarterbus De Sousa Hughes Eclipse Foundation Dean & Deluca Ecolab Ecosure Debco Travel Inc Ecolab Food Safety Specialties Deck Agency Inc. Ecolab Pest Elimaination Division Decorative Plant Service Economics Laboratory Inc Del Monte Capitol Meat Company, LLC Ecopia Farms Dell Marketing LP Edenred Commuter Benefit Solutions LLC Departure Lounge Edges Electrical Group Design About Town Eduardo Sandoval Design Heating & Air Conditioning Inc. Edward Don & Company, LLC Development Dimensions International, Inc Edward Ramos Diana Orsatelli Efi Global, Inc Diana Rivas Egencia Uk Digica Solutions Elavon Digitalocean Holdings Inc Electric Mirror Diminished Blue Elfiq Networks (Elfiq Inc.) Dippin Dots Ice Cream Elijah Emmenuel Direct Travel Elizabeth Ann Bongiorno Discovery Door Ellation, Inc Do It For The Love Ellen Michaels Presents Dolce Hayes Mansion Elliott Management Door Specialties, Inc Ellis Salsby Ltd Door Systems Elvira S. Rios Doorpro Doorstops Emc2 Travel Planners Dormakaba Canada Inc Emilcott Assoc., Inc Dormakaba Usa, Inc. Saflok Empire Floor Machine Dos Palos Oro Loma Joint Unified School District Employment Development Department Doubletree By Hilton Enactus Doubletree San Jose Encore Global, fka PSAV Dow Jones & Co Inc Energy Retrofit Co Drapes 4 Show, Inc. Energy Source Dream World Travel Engineering & Utility Contractors Association Ds Interpretation Inc Enterprise Car Rental Dtrs Palo Alto LLC Enterprise Events Group Duckhorn Wine Company Entertainment Travel Dusti Travel Entire Productions, Inc E & A Door Company Inc. Envirocheck, Inc. E.M. Hundley Environmental Health Permit EAB Global Inc Envisionary Images East Bay Restaurant Supply. Inc. Epic Games Inc
9 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 25 of 49
Epic Wines & Spirts Fairmont Hotel Petty Cash Eq Holding Fairmont Hotel- San Francisco Eric Ho Fairmont Hotels and Resorts (Us) Inc Eric Rodriguez Fairmont Hotels Inc Eric Stark Interiors, Inc Fairmont Hotels Resorts(Us) Inc. Erich Steinbock Fairmont Le Chateau Frontenac Erin Brayer Fairmont Mayakoba Ernest Martinez Fairmont Miramar Hotel and Bunglows Ernst and Young Foundation Fairmont Newport Beach Especially Yours Corporation Fairmont Pacific Rim Espresso Bar Catering Fanimecon 2017 Etemp Far Horizons Travel Etouches, Inc. Fast Times Euci Fatima Amador Euromoney Trading Limited Federal Express European Finishing Equipment Fedex Freight Evan Hunt Fedex Office Event and Tours Inc FedEx Office and Print Services, Inc. Event Strategy Group Fedrooms Event Travel Management Feld Entertainment, Inc Eventa Global Inc Dba Groups360 Felix Amirian Events Consultants Fell Travel Eventsphere, LLC Ferguson Enterprise, Inc #686 Eventup Ferguson Enterprises, Inc Eventwright, LLC Fine Linen Creation, LLC Evergreen Wushu Firooz Sadigh Evolutionary Events First American Title Insurance Evonne & Darren Photography First In Service Travel Exl Media Fit Republic - Pleasanton Fitness LLC Expedia, Inc Fitguard Experient, Inc Fix Air Exposyour LLC Flag Time Extenet Flashbay Inc Extenet Systems Inc. Flight Centre (Uk) Limited Extenet Florence Filter Corporation Eyc Rentals Florence Saunders Facilitec West Flos.Com Fairfield Inn and Suites Flourishing Garden Fairmont Austin Flowater, Inc Fairmont Century Plaza Flowers By Edgar Fairmont Grand Del Mar Flywheel Fairmont Heritage Place Fr Fntech Fairmont Heritage Place, Ghirardelli Square Foliate Plant Domain Fairmont Hotel Chicago Forbes Industries
10 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 26 of 49
Forbes Travel Guide George Hamilton Forenta George P. Johnson Company Fortessa Tableware Solutions George Rufino Fortessa, Inc Gerry Rodriguez Foster Brothers Security Systems Inc. GHA Technologies, Inc Foundation Art Services GHA Technologies, Inc. Foundation For Educational Administration Ghulam Moheyuddin Four Points San Jose Downtown Giant Creative Services Four Seasons Hotel Giant Spoon LLC Four Star Seafood, Inc. Gilda Bloom Four Winds Interactive, LLC Gildardo Briseno Fox Chandelier Cleaning Glarus Gourmet Fox Travel Glasfurd and Walker Design Inc Franke Coffee Systems Americas, LLC Glass Art Society Franklin Covey Client Sales, Inc. Global Events Inc Fred Mills Global Executive Forums Frederick Quesada Global Management Services Freedom Hygiene Global Software Inc. Freedompay Inc. Globalgiving Freeman Xp Globe Hotelware Agency Fremont Marriott Silicon Valley Globoforce, Ltd Freon Free Inc. Go Fair Ltd Fresenius Medical Care North America Go West Tours Fresh Point Gobosource - Globus New Media LLC Front of House Golden Brands San Jose Frosch Entertainment Travel Golden Malted Frosch Global Conference & Events Golden State Ice Cream Frosch International Travel, Inc Gong Cha, Eastridge Mall / Sjsu Frosch Travel Goods and Services Frys Electronics Gourmet and More, Inc Gabriel Lee Gourmet Express Gabriel Partida Gourmet Foods Inc Gabriel Reyes Gourmet Table Skirts and Linens Gaitan Custom Upholstery Graebel Companies Garda Cl West, Inc Grainger Garden of Dreams Foundation Grand Destinations Garvey Schubert Barer Granville Mcanear Gatsby Entertainment Gravo Tech GBT US LLC Graybar GCS Service Grease Busters GCS Service, Inc Great Expectations Gelataio, Inc Greenleaf Produce Gemma Morgan Gregoria Cruz-Bautista Genesis Global, Inc Gregory Gentry
11 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 27 of 49
Grgich Hills Estate Home Depot Credit Services Grill Concepts, Inc Honey Book, Inc Grill on the Alley Honeywell International Grouphousing Honeywell International Ecc Us Guangzhou Dista International Hopscotch Press Guest Tek Hoshizaki Western D.C., Inc Guglielmo Winery Hospitality and Retail Systems Inc Guillermina Bolanos Hospitality Careers Online, Inc. Guillermo Farias-Alcara Hospitality Performance Network Gustavo Fernandez Photography Hotel Accommodations, Inc Gvinstall, LLC Hotel Connections Inc H. Mercer Imports Inc Hotel Connextions, LLC H.I.S International Tours ( NY) Inc Hotel Credit Association H.Y. Floor & Gameline Painting, Inc. Hotel De Anza Haitt Entertainment Group Hotel Equity Fund Iii Halcon Viajes Hotel Information Service, Inc Hamed Adib Hotel Lucent Hands On Photography Hotel Planner Hands On Studio Hotel Reservation Services Happy Hollow Park & Zoo Hotel Valencia Santana Row Harry Schmidt Hotelrez Limited Harvard Business Review Hotels For Hope Hawaiian Airlines, Inc. Howard Johnson Hawaiian Snow Shave Ice HP Inc. Hawthorne Holdings HPN Global Hay! Straws HR Candidate Lead Health Solutions Services, Inc Hrdirect Helms Briscoe HRG Worldwide Heritage Food Service Group Hubert Kang Photography Ltd Hermitage Brewing Co Hunter Amenities International Ltd. Herrington and Company, Inc Hupp Draft Services Hewlett Packard Hyatt Place San Jose Hewlett Packard Enterprise Hyland Software, Inc Hiatt Entertainment Group I4D Event Services, Inc Hickory Global Partners Iar Systems Software Hidaya Foundation Ice Arizona Hockey Co, Lp Hilton Garden Inn Cupertino Ideal, North America, Inc. Hilton San Jose Ideas Hireright, Inc Identicard Systems Hispanic It Executive Council IDN Global Inc Hobart Corporation IDN Inc. Hogg Robinson Usa LLC Ieee / MCM Holiday Inn San Jose Iida Northern California Chapter Holiday Travel Imobile Services Inc
12 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 28 of 49
IMP Foods James Are Impark James Parnagian Imprint Plus Usa James Pimental Imprint Plus Usa Inc. James R Bast In- Room Plus James W. Crawford Co. Independent Hotel Group LLC Janice Freeman Indoor Enviromental Service Janus and Cie Industrial Plumbing Supply Jason Kilmer Informatica Jason Stephens Winery Infrared Jay Leatherkraft Ltd Inmex JDM Coaching 360, LLC Inner Workings Jeff Fiedler Innspector Software Jeff Walker Inpro Corporation Jeffrey Malkasian Inserv Company Jennifer Depriest Insight Jenssen Scales Insight Direct Usa, Inc Jerry Nilsen Insite Selecton Services, Intl Jerry Sauceda Intec Solutions Jerusalem Grill & Bar Integrated Decisions and Systems, Inc Jessenias Janitorial and Carpet Integrated Doors Solutions Jessica Johnson Intelli Tech Jetaport Travel Intelligent Hospitality, LLC JetBlue Airways Corporation Intelligent Transportation Society Jim Ries Interior Plant Design Jim Ureta Internal Revenue Service Jim Vela International Consolidated Airlines JJ Tours International Display and Exhibit Corp Joanne Catherine Hill International Sales Group Joaquin Barreto International Society For Optical Engineering Joecruisers.Com Intersport, Inc. Joel Cardoza Interstate Battery System of San Jose Joey Masterson Intrax Global Internships John Arrasjid Intrepid Electronic Systems Inc John Carapinha Intuit John Figone Isaac Bacon Coyle John Lull Italian Harvest, Inc. John Neri Its Tours John Seaman J & R Supply, Inc John Song J. Sosnick & Son John Worley Quartet J.A. Casillas Johnson Controls Security Solutions J.C. Phelan and Sons, Inc. Johnstone Supply Jack Morton World Wide Jomar, Inc Jalsa Catering and Events Jonah Cabral
13 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 29 of 49
Jones Lang Lasalle Americas, Inc King of Mushrooms Jordan Sofris Kintetsu International Express (Usa) Inc Jorgeluis Perez Kip Allert Jose A. Martinez Kipsu, Inc Jose De La Sierra Kitchen, Restaurant and Bar Specialists Jose Jr De La Cruz Klok Media, Inc Joseph David International, LLC Knowland Joseph Sumabat Jr. Koch Filter Josh Kutcher Koch Ljungberg Tours & Travel Joshua Cote Kodak Alaris Inc. Joshua Cross Koffler Electrical Mechanical Joy Hackett Kole Imports Joy Yllana Korin Japanese Trading Corp. JP Consulting Koroseal Hospitality Network JTB CWT Business Travel Koroseal Interior Products JTB USA Kravet Contract Jtech Krizia Cabrera Juan De Jesus Cortes Krueger International, Inc Juan Garcia Krupka Consulting Julia Miller Kshatriyas Assoc. of North America Juniper Hotel Cupertino Kym Lai Ng Justin Burbick La County Office of Education K & M Foodservice La Tienda Wholesale K Doving Labor Unions 401(K) Plan K2 Drycleaning Equipment Lanyon Solutions Kaiser Foundation Health Plan Lastbottlewines.Com Kaiser Permanente Latin Entertainment Kanaloa Seafood Latin Foods Market Karcher North America Launch, Inc Karim Tadros Lauren Blankenship Karma Travel Lauren Halliwell Katheren Geisick Laurent Fourgo Katom Restaurant Supply Lawerence Ciriana Kayh Consulting, Inc LB Steak KBA Docusys Inc LC Networks Inc Kelvin Pham Leading Quality Assurance Ltd Ken Tran Lecours Wolfson Limited Kennedy Pool Service Ledge Vineyards Kevin Chou's Piano Tuner Leggett & Platt Financial Services Kevin Mccullough Legion Construction, Inc Kevin Saxe Leland High School Kevin Trapani Lennox Suites LLC Keyevents Lenovo Global Technology (United States) Inc, Kid Stuff Marketing Leonardo Ibanez
14 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 30 of 49
Lerch Bates Lydia Goldman Les Clefs D'Or USA. Ltd Lynn Le Les Voorhees Lyondell Lexxcomm M.A. Center Lexyl Travel M.E. Fox Lexyl Travel Technologies Macarena Carballo Lg Electronics Usa Madera Unified School District LG Fulfillment Madison House Travel LGA Hospitality Staffing of California Magellan Behavioral Service Life Insurance Company of North America Maggie Quinn Life Sciences Conference Gruop Maharaniweddings.Com Lifesafe Services Mailfinance Lifestyle Supreme Majestic International Liga Travel GMBH Majestic International Usa, Inc Light Tower Associates. LP Majestic Mirror & Frame Lilan Buckosky Majilite Corporation Lilia Rodriguez Major League Soccer Lina Broydo Makai Events, Inc Linda Moore Malachi Hernandez Lindsay Curl Mama's Bakery Linear Tech Striping Manifold Linespeed Events Manual Lopez Linkedin Ireland Unlimited Company Manuel Constancio Jr Lisa Lambert Marble Creations Inc. Lisa Lindsley Marblesmith Little Explorers Mobile Petting Zoo and Party's Marc Lawrence Interiors Live Nation Tours March of Dimes Living Stream Ministry Marche Label Terre Inc. Lls Maria Fajardo Local Wise Inc Maria Murray Lock Travel Management Mariano's Hardwood Floors Lockton Companies Maricela Gonzales Enriquez Lodging Solutions, LLC Marie-Astrid Langer Lois Lane Travel Mario Tavares Long My Khuong Mariposa Baking Company Lonnye D. Dotson Maritz Global Lorevi Lee Maritz Travel Lori Popovich Maritz Wolff LLC Los Tres Reyes Mark Clough Loyalty Travel Agency, LLC Mark Gomez dba MG for Hair LPA, Inc Mark Schlossberg Lucile Packard Foundation For Children's Health Mark Willis Luisa Hernandez Marque Foods Lusamerica Foods Marquis Custom Contract Seating
15 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 31 of 49
Marquis Seating MGM Holiday Inc Marriott Business Services MHW Ltd /Neft Vodka Usa Marsh Michael Carter Marsh and Mclennan Agency Michael Martella Wine Marsh USA, Inc Michael Reed Martha Romero Michael S. Hensley Party Rental Martin Miller Michael Villamieua Martin Tracey Michael Villanueva Martin's VIP Travel Inc. Michael Weiss Mary Chamakl Micraled Corp Mass Mutual Micraled Corporation Master Wholesale Midpen Housing Corporation Math Class Band Mike Carlson Matt Beasley Mike Perea Matthew Wright Milenium Trade, LLC Maui Foods International Milton W. Bosley & Co. Mauricio Mejia Minibar North America Max Consultants Minibar North America, Inc Maxibar Limited Minton Door Company Maxim World Limited Mitchell Gold + Bob Williams Maxima De-La-Cruz Mitsubishi Electric Us, Inc Maxvantage / American Express Mity Lite, Inc Maxwell Rodgers Fabrics Limited Mj Mechanical Maxxum Leasing Corporation Mj Mechanical Services Mbs Engineering Inc. Mktg MCI USA Mohawk Finishing Products Mcmaster-Carr Monarch Truck Center Mediasignage Inc. Mona's Fruits Meese Inc (Dba/Modroto) Monastery Hill Bindery Meese Orbitron Dunne Mondial Drycleaning Products Meet Green Montgomery Technologies, LLC Meet With Success, Inc. Moreno and Associates Inc. Meeting Expectations Inc Moreno Valley Unified School District Meeting Professionals International Morgan Hill Live Oak High School Meeting Resources Group, LLC Mosaic Event Management Meeting Site Solutions Mosaic Global Transportation Meeting Sites Resource Corporation Mount Vernon Meeting Tomorrow Mount Vernon Mills,Inc Meetings Innovations MRC Smart Technology Solutions Melissa Conaulty Multivac, Inc Meredith Corporation Musicality International Inc. Metro Media, Inc Musson Theatrical Metropolitan Life Insurance Co. My French Cellar Mfactor My Kind of Mustard, LLC
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Mywedding.Com Nvidia Corporation N2N Secure Inc. O.C. Tanner Nalco Company Oakland A's Ticket Office Nalco Company LLC Oakland Kosher Foods Nancy Arias-Ramierez Oasis Grill LLC Nancy Elam Ocean Queen USA, Inc Nanog Octavio Morales Napa Valley Linens Office Depot Nareh Anna Torosyan Office Relief National Association For Catering and Events Office Team National Corporate Research OKT Travel National Drive Old World Travel Services National Hotel - Motel Association Oleksy Ohurtsov National Travel Systems OMR Commercial Seating Nationwide Technology Services LLC OMR Upholstery Natomas Unified School District On Board Experiential Marketing NC Event Designs One10 LLC Nealson Business Systems Oneplan Neil Raina Onpeak, LLC Netgate Ontellus Netsuite Opal Financial Group Newmarket International Open Compute Project Foundation Newport Fish Open Table Newport Meat Northern California, Inc. Opentable, Inc Nextnav OpenTable, Inc. Nextnav (Roof Antenna) Optical Society of America Nicholson World Travel Options Cm, Inc Nick Seabright Opus Agency Night Flight Tours Oracle America, Inc Nistica, Inc Oracle Canada No More Dirt Orange County Department of Ed Nobilies O'Reilly Media Nor1, Inc Oriental Trading Co Norberto Capili Cortez Origin Juicery Noreen Rodriguez Osborne & Little Norman S. Wright Mechanical Equipment Corporation OTA Insight Normed Otis North American Power & Controls, Inc Otis Elevator Company Northern California Volleyball Association Ovation Travel Northern Feather Canada Ovation Travel Group Northern Feather Canda Ltd Ovation Travel Group Inc. Novotel New York Times Square Overseas Travel International Nuova Didactica Scarl Owl Energy Nuwest Insurance Owl Energy Resources
17 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 33 of 49
P & D Appliance Perimeter Global Logistics P. Kaufman Contract Fabrics Perla Williams De Guzman Pac 12 Conference Peter Cor Belenky Pace Supply Peter Doukakis Pacific Air Compressors Peter M Perea Pacific Coast Baking Co. Inc Peterson Technical Services Pacific Coast Trane Petra Beltran Pacific Coast Trane Service Pfeiffer Electric Co Pacific Gas & Electric Ph Pool & Spa, Inc. Pacific Gourmet Phil Vallejo Pagenet of Canada Photo Works Interactive Palisades Convention Management Pink Palm Coast Travel Pitney Bowes Global Financial Palo Verde Teachers Association Pitney Bowes Purchase Power Pamela Polson Pivot Interiors Inc Panama-Buena Vista Union School District Planet Orange General Pest Control Pan-O-Rama Bakery Plansource Benefits Administration Inc Panterials Plansource Benefits Administration, Inc. Paper Source Plant Domaine, LLC Pappas Piping Services Plasticard Locktech International Par Avion Plaza Travel Paragon Mechanical Ports Seafood Paramount Transportations Systems, Inc Positive Coach Alliance Parker Photographic Production Power Systems Parts Town LLC Prater Sharpening Services Party Fiesta Ballon Decor Preferred Travel Party King Premier Meat Company Pass Premier Meeting Destinations Patricia Barragan Premier Travel Paul Bryant Kent Prescriptive Music Paul Pisarri Press Reader Paul Woo Prestige Paws and Stripes Prestige Accommodations Pax Mahle Wines Prestige Global Meeting Source PCD Primetime Sports and Entertainment PCM Technologies Primizie Foods, Inc PCM, Inc. Principal Peacock Travel Principal Life Insurance Company Peak Travel Group Print Innovations Inc Pegasus Business Intelligence, LP Printer Connection Pelco Sales & Service Private Spring Water Pelican Signs Pro Design Solutions Pello Events Pro Prep Events Pepsi-Cola Company Pro Soccer Consulting Ltd
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Pro Travel Realcomm Proforma Recovery Cafe San Jose Projector People Red Chair Events Pros Parts Redd Golf Inc Prosolutions Reeves Prospect High School Refrigeration Supplies Distributor Protera Regal Wine Company Protravel International Regency Lighting PSAV Regency Wraps Inc Public Works-Event Services Relativity Travel Ltd Pullman San Francisco Bay Reliable Facility Placement Pur Development Pte. Ltd Reliable Liquidation & Installation PV Business Solutions Rene Samulewitsch Pwi Construction, Inc Republic Services #915 Pyro-Comm System Restaurant Technologies Quadient Finance USA Restaurantware, LLC Quest Diagnostics Retro Jukebox Band Questex Revel Environmental Manufacturing Inc. Quintessential Wines Rexel of America, LLC Qzina Specialty Foods Reyes Coca-Cola Bottling. LLC R & B Electronics Rhub Communications R & H Wholesale Hardware Ricardo Fontanilla R&G Services Richard Horton R&S Erection Of Santa Clara County. Inc. Richloom Fabrics Group R.A. Travel Rick Braunstein R.E. Cuddie Co Rick Tomlin R.F. Macdonald Co. Rick Yu Rachel B. Harris Rico Delargo Rafael Martinez Ridge Vineyards Rago Neon Inc Rigo Campos Rahi Systems Inc Rk Electric, Inc. Rainbow Chamber of Commerce Silicon Valley RM Executive Transportation Raj Shah Road Rebel Entertainment Rakesh Rathi Robbins Research International Inc Ralph Dickman Robert Crowder & Company Rambar Inc Robert Half Management Resources Ram's Gate Winery Robert R Ragasa Ramzi Shamieh Rock On Travel Randall J Black Rock The Bike Raul Martinez Rocko's Ice Cream Tacos Raymand M. Buyco Rockwell Architecture RDL Construction, Inc Roku Ready Care Industries Rolando Mozo Ready Refresh By Nestle Roma Bakery
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Rombauer Vineyards San Jose Airport Garden Hotel Ron Starkey San Jose Airport Inn Room360 San Jose Boiler Works Roomroster, LLC San Jose Chapter of The Links, Inc Rosa Covarrubias San Jose Construction Co., Inc Rosies & Posies San Jose Downtown Association Rotary Club of San Jose San Jose Grill,LLC Rotary Fireworks San Jose Ice Company Royal Brass San Jose Improv Comedy Club Royal Cup Coffee San Jose Jazz Society Royal Glass San Jose Police Department Royal Laundry San Jose Sharks Royal Thai Americas 2017, Inc San Jose Silicon Valley RSD (Refrigeration Supplies Distributor) San Jose State University Rtg Golf Inc San Jose State University Research Rubicon Communications LLC San Jose Water Co Rule of Law Defense Fund Sandra Contreras Rustys Chips Sandro Tolentino Ruth and Going, Inc Sanford P. Fernandez S & G Carpet & More Santa Barbara Travel S&S Welding Santa Clara Athletics S.F. Administrators, Inc Santa Clara County Sabre Glbl, Inc. Santa Clara County Asian Law Alliance Safemark Systems Santa Clara Custom Chiropractic Safeplace North America Santa Clara Marriott Hotel Safesetc.Com Santa Clara Unified School District Safety Kleen Corp Santa Clara University Safeway Incorporated Santa Clara University School of Law Safeway Store SAP America Safmark Systems Sarah Sandvig Sagra Inc. Satelite Office Services LLC Sally Bain Save On Resorts Sally Fourmy & Associates SC Global Enterprise, Inc. Sally Fourmy and Associates Scentair Technologies Sal's Airport & Limo Service Schaper Sammy Milad Schauf Company Samsung Hospitality America Schneider Textiles Finishing Samuel Villa Schricker Engineering Group San Bernardino Community College District Schurra'S San Diego Community College District Schwegman Lundberg and Woessner. P. A. San Diego Concierge LLC Scienergy San Francisco Paintsource Scotts Seafood San Francisco Specialty Food Inc Sealy Mattress Company San Francisco Travel Association Sealy Mattress Manufacturing Company
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Sean Pritchard Silicon Valley Monterey Bay Council Sean Vernon Silicon Valley Speaks Sebastopol Microgreens Silver Oak Cellars Second Harvest Food Bank Silver Spoon Secure Links Silverware POS Inc. Security Safe Single Digits Inc Sedgwick Claims Management Services. Inc Sir San Francisco See America Travel, Inc Site Savy Seiko Corporation of America Site Services Seiva Business Travel Skipper Sensors Quality Management Inc Sky Events Management Service Concierge Sky Window Cleaning Service Research and Innovation Institute Skyblue Pool Supply N Service Inc. Servpro of Morgan Hill / Gilroy Smart and Final Servpro of Palo Alto Smart Care Equipment Solutions SESAC Inc Social Tables Seven Seas Sushi Society For Information Display SF Administrators Society of Optical Engineering SF SB Committee, Inc Society of Photo-Optical Instrumentation Engineers SF Wifi Sock 101 Shane Detweiler Sofitel Chicago Magnificent Mile Shannon Jin Softchoice Corporation Sharino Co, Inc. Sojern. Inc Sharks Sports and Entertainment Solarwinds Sharp Business Systems Solomon Group Productions L.L.C. Shasta Secondary Employee Assocation Solopoint Solutions, Inc. Sheila Holliday Solutions on Hold Shi International Corp Solutions, Inc SHL Canada, Inc Sonics ESD Shorts Travel Management, Inc Sonifi Solutions Inc Shweta Mishra Sonifi Solutions Inc. Shyanne Houlden Soro Sinaly Sico America Inc South Bay H.E.R.E. Trust Fund Sico America, Inc South Bay Showers Inc Sidney Nobleza Southern Wine & Spirits Siemens Southwest Host Services Siemens Industry Sp Plus Corporation Signature Equipovision LLC Spafax Signature Hospitality Carpets Splunk, Inc Signature Travel Network Sponge-Cushion Silicon Valley Business Journal Sports Destination Network. Inc Silicon Valley Comic Con, LLC Sports Trip Silicon Valley Community Foundation Sprig Electric Silicon Valley Concierge Association Spur
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Ssp Stir Sticks & Picks International T.V. Service Unlimited St. Nicholas Greek Chruch Tacos 3 Reyes Stacking Chairs Direct Tacos Los 3 Reyes Standard Party Rentals Tag Tours/Tag Events Star Window Cleaning Talley Management Group Inc Starlight Travel Co, Inc Tanknology Inc. State Center Community College District Tap Master, Inc State Farm Mutual Automobile Ins Company Tap Plastics Inc Statesman Travel Services Ltd Tarc Construction, Inc Stationary Engineers Apprentice Taylor Made Business Systems Stationary Engineers, Local 39 TCA Architects, Inc Steinbach Hospitality Team One Stella Cuisine Team San Jose Stephen Jeffrey Beard Teamsters Managed Trust Funds Sterling Restaurant Supply Teamwrkx Construction Stevan Robinson Technobake Steve Mcewan Technogym Usa Steve Weiss Music, Inc. Ted Ramos Stewart Management Company Ted Reckas Stokes Wagner Attorneys At Law Telecheck Storrs Winery Telepacific Communications STR, Inc Temporary Kitchens 123, Inc Strategic Site Selection Tempresco, Inc Strategic Solution Partners Temspec Strategic Travel Teneo Hospitality Group Streamline Events Teradata, Inc Stuart Rentals Terrie Jaramillo Stuart Street Consulting Tessera Intellectual Property Corp Studio 27, LLC Testa Rossa Winery Sugar & Spun The American Bottling Company Sun Chek Glass Tinting Company The Appointment Group Sunbelt Controls The Appointment Group, LLC Superior The Bonami Baking Co., Inc Superior Automatic Sprinkler The Chef Warehouse West Coast Supplemental Income 401 (K) Plan The Claremont Hotel Club & Spa Swank Farms The Continental Swank Motion Pictures, Inc. The Continential Lounge Swing Stage Systems The Corporate Event Group Swissotel Hotel The Cupertino Educational Endowment Foundation Synergy Data The Duke Hotel Newport Beach Sysco Food Services The Economist System Concepts The Elevator Consultants Systema Entertainment The Fairmont Chateau Lake Louise T and D Communications, Inc. The Fairmont Copley Plaza
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The Fairmont Dallas The Wasserstrom Company The Fairmont Hotel Vancouver The Westin San Jose The Fairmont Kea Lani Maui The Wilkes Group Inc The Fairmont Olympic Hotel Thebigword Inc The Fairmont Orchid Theme Party Productions The Fairmont Palliser Thierry Maupile The Fairmont Pittsburgh Hotel Third Door Media The Fairmont Scottsdale Princess Thomas Walias The Fairmont Sonoma Mission Inn & Spa Ths Company The Fairmont Washington Dc Tico Coffee Roasters The Fairmont Waterfront Tied Together Marketing The Fairmont Winnipeg Tiffany Joy Reyes The Gallery Collection Tim Jackson The Glasshouse Sj LLC Time Magazine The Grand Bakery Timothy Groff The Grass Roots Group Timothy Stout The Grill On The Alley Tingue Brown The Groove Foundation Tingue Brown & Co The Guardsmen TMN Events Inc The Hartford Today's Bride The Hartford Steam Boiler Today's Catch Seafood, Inc. The Home Depot Supply Tom Pham The Innovation Enterprise Tomales Bay Foods The Latest Scoop, Inc Tom's Discount Office Furniture The Leukemia and Lymphoma Society Tony Diep The Linen House Top Hat Provision The Loft Catering Co Torn Ranch The Lunch Box Company Total Administrative Services Corporation The Marlin Company Total Facility Services Inc The Metropolitan Tea Total System Services, LLC The Mont LLC Tour Connection The Moulding Company Tourwerks Sports The Ness Group, LLC Tova Day Spa The New Act Travel Tracy Orthopedics and Sports Medical Center The New York Times Trans Group The Plaza Travado The Posh Bakery, Inc Travel and Music Tour Consultant The Right Way Drapery Installations Travel and Transport, Inc. The Sherwin-Williams Co. Travel Click The Silicon Valley Organization Travel Planning Housing The Sugarman Travel Quest Network The Tech Interactive Travel Sanabria Imagen Turistica The Tour Company Inc Travel Shop The Type-Writer Travel Stars
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Travel Team Usa United Refrigeration Travel Traders Hotel Stores United Rentals North America, Inc Travelex International United State Postal Service Travelink Services Inc United States Figure Skating Association Travelport Global Distribution United Vanlines, LLC Travelsavers Universal Specialties Travelscape, LLC Universal Travel Travelzoo, Inc University of California, Irvine Tree Techs By The Bay University of San Francisco Tri - Kes WaLLCovering University Parent Tri Tex Enterprises UPS Supply Chain Solutions Trimark Economy Restaurant Fixtures Urban Tactical Group, Inc Trimark Federighi Design US Health Works Trimark R.W. Smith USA Fencing Tripadvisor LLC USA Gateway Tri-Tex Enterprises Inc. USA Sevens LLC Trophyman / Best Buy Trophy USA Today Tropical Nut & Fruits USA Water Polo Troy Wesnidge, Inc Vaad Hakashrus of Northern California Truly Good Foods Valarie Aguirre Trustyou Gmbh Valerie Wilson Travel Tube Pro Valley Christian Schools Turtle Entertainment America Valley Forge Fabrics TW Smith Plumbers Supply Valley Oil Company Twitch Interactive Inc. Valley Transporation Authority Tzell Travel Value Business Products Tzell Travel West Van Wagner Sports and Entertainment, LLC U.S. Bank Equipment Finance Vandepoel Productions U.S. Foodservice Varidesk, LLC UBM Veggielution Uline Ventura County Office of Education Ultimate Cameras Verizon Ultramar Travel Vernon Todd Uncommon Brewers Veronica Topalian Unicom Consulting Vesta Foodservice Unifocus, LP VfFImagewear Inc. / Dickies Uniglobe Red Carpet Travel Via-Exito Inc Uniglobe Smart Travel Agency Victor Rodriguez Uniglobe Travel Partners Victor Ruiz Union Drycleaning Product Usa Victoria Concepcion Union Leasing, Inc View Inc Union Travel LLC Vincent Marin United Cleaners Supply Viral Guard Systems United Journeys Vision Communications
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Visiting Media Winebow Visual Comfort & Company Wingsworldwide Entertainmenrt Tours Vivreau WMF Americas, Inc Vortex Industries, Inc Woman of Faith Vox Network Solutions World Project Vox Network Solutions, Inc World Wide Gourmet Foods Voyages Cortravco Worldcon 76 VRX Studios Inc. Worldview Travel Wage Watch Xenoport Inc Wage Works Xerox Canada Ltd Wage Works, Inc. Xin Jing Travel Services Ltd Warren Confections Corp Xo Communications Water 2 Table Fish Company Yellow Checker Cab Company Water Warehouse, Inc Yesenia's Janitorial Waterloo Beverages Yolanda Azucena Martinez Wawak Yolanda Quintero Waxie Sanitary Supply Yosemite Community College District WB Electric Inc. Youlieh Shahbazian WBT LLC Youngs Market Webco Supply Inc Your Sourcing Solutions Webstaurantstore Ywca of Silicon Valley Weddinc YYZ Travel Wedding Wire Zayo Group Wells Fargo Dealer Services Zee Medical Service Wessco International Zep Manufacturing Co Western Ascn. For College Admission Counseling Zoe's Meats Inc. Western Conference Teamsters Zurich North America Western Digital Western State Design West-Lite Company White Conveyors Wicked Entertainment, LLC Wilcox Frozen Foods Will Tang Willett Travel William Montague Limited Williams and Williams Williams Rents Williamson Energy Williams-Sonoma Willis of Alabama Wind Gap Windstream Communications, Inc Wine Warehouse
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Exhibit C Engagement Agreement Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 42 of 49
Services Agreement
This Services Agreement (this “Agreement”) is entered into as of March 2, 2021 between Bankruptcy Management Solutions, Inc. d/b/a Stretto (“Stretto”) and SC SJ Holdings LLC (together with its affiliates and subsidiaries, the “Company”).1
In consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Services (a) Stretto agrees to provide the Company with consulting services regarding (i) legal noticing and maintenance of claims registers, creditor mailing matrices, an electronic platform for filing proofs of claim, and plan solicitation, balloting, disbursements, and tabulation of votes, administrative support in preparation of schedules of assets and liabilities and statements of financial affairs (“Claims Administration, Noticing, and Solicitation Services”); and (ii) crisis communications, claims analysis and reconciliation, contract review and analysis, case research, public securities, depository management, treasury services, confidential online workspaces or data rooms (publication to which shall not violate the confidentiality provisions of this Agreement), and any other services agreed upon by the parties or otherwise required by applicable law, governmental regulations or court rules or orders (all such services collectively, the “Services”). (b) The Company acknowledges and agrees that Stretto will often take direction from the Company's representatives, employees, agents and/or professionals (collectively, the “Company Parties”) with respect to providing Services hereunder. The parties agree that Stretto may rely upon, and the Company agrees to be bound by, any requests, advice or information provided by the Company Parties to the same extent as if such requests, advice or information were provided by the Company. (c) The Company agrees and understands that Stretto shall not provide the Company or any other party with legal advice.
2. Rates, Expenses and Payment (a) Stretto will provide the Services on an as-needed basis and upon request or agreement of the Company, in each case in accordance with Stretto’s Rate Structure. The Company agrees to pay for reasonable out of pocket expenses incurred by Stretto in connection with providing Services hereunder. (b) Stretto will bill the Company no less frequently than monthly. All invoices shall be due and payable upon receipt. Where an expense or group of expenses to be incurred is expected to exceed $10,000 (e.g., publication notice), Stretto may require advance or direct payment from the Company before the performance of Services hereunder. If any amount is unpaid as of 30 days after delivery of an invoice, the Company agrees to pay a late charge equal to 1.5% of the total amount unpaid every 30 days. (c) In the case of a dispute with respect to an invoice amount, the Company shall provide a detailed written notice of such dispute to Stretto within 10 days of receipt of the invoice.
1 The Company shall include, to the extent applicable, the Company, as debtor and debtor in possession in any chapter 11 case, together with any affiliated debtors and debtors in possession whose chapter 11 cases are jointly administered with the Company's chapter 11 case.
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(d) The undisputed portion of the invoice will remain due and payable immediately upon receipt thereof. Late charges shall not accrue on any amounts disputed in good faith. (e) The Company shall pay any fees and expenses for Services relating to, arising out of or resulting from any error or omission made by the Company or the Company Parties. (f) The Company shall pay or reimburse any taxes that are applicable to Services performed hereunder or that are measured by payments made hereunder and are required to be collected by Stretto or paid by Stretto to a taxing authority. (g) Upon execution of this Agreement, the Company shall pay Stretto an advance of $50,000. Stretto may use such advance against unpaid fees and expenses hereunder. Stretto may use the advance against all prepetition fees and expenses. Company shall upon Stretto’s request, which request may take the form of an invoice, replenish the advance to the original advance amount. Stretto may also, at its option hold such advance to apply against unpaid fees and expenses hereunder. (h) Stretto reserves the right to make reasonable increases to the Rate Structure on an annual basis effective on the first business day of each year. If such annual increases represent an increase greater than 10% from the previous year's levels, Stretto shall provide 30 days' notice to the Company of such increases. (i) Payments to Stretto under the terms of this Agreement for services rendered, may be remitted by Client using either (or both) of the following methods:
Wire Transmission Bank Name – Pacific Western Bank Bank Address – 110 West A Street, Suite 100, San Diego, CA 92101 ABA – 122238200 Account Number – 1000681781 Account Name – Bankruptcy Management Solutions, Inc.
Check Stretto Attn: Accounts Receivable 410 Exchange, Suite 100 Irvine, CA 92602
3. Retention in Bankruptcy Case (a) If the Company commences a case pursuant to title 11 of the United States Code (the “Bankruptcy Code”), the Company promptly shall file any necessary application with the Bankruptcy Court to retain Stretto to provide the Services. The form and substance of such applications and any order approving them shall be reasonably acceptable to Stretto. (b) If any Company chapter 11 case converts to a case under chapter 7 of the Bankruptcy Code, Stretto will continue to be paid for Services pursuant to 28 U.S.C. § 156(c) and the terms hereunder.
4. Confidentiality (a) The Company and Stretto agree to keep confidential all non-public records, systems, procedures, software and other information received from the other party in connection with the Services provided hereunder; provided, however, that if any such information was publicly available, already in the receiving party's possession or known to it, independently developed by the receiving party, lawfully obtained by the receiving party from a third party
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or required to be disclosed by law, then the receiving party shall bear no responsibility for publicly disclosing such information. (b) If either party reasonably believes that it is required to disclose any confidential information pursuant to an order from a governmental authority, (i) such party shall provide written notice to the other party promptly after receiving such order, to allow the other party sufficient time, if possible, to seek any remedy available under applicable law to prevent disclosure of the information; and (ii) such party will limit such disclosure to the extent the such party’s counsel in good faith determines such disclosure can be limited.
5. Property Rights Stretto reserves to itself and its agents all property rights in and to all materials, concepts, creations, inventions, works of authorship, improvements, designs, innovations, ideas, discoveries, know-how, techniques, programs, systems, specifications, applications, processes, routines, manuals, documentation and any other information or property (collectively, “Property”) furnished by Stretto for itself or for use by the Company hereunder. The foregoing definition of Property shall include any and all data, from any source, downloaded, stored and maintained by Stretto’s technology infrastructure. Fees and expenses paid by the Company do not vest in the Company any rights in such Property. Such Property is only being made available for the Company's use during and in connection with the Services provided by Stretto hereunder.
6. Bank Accounts At the request of the Company or the Company Parties, Stretto shall be authorized to establish accounts with financial institutions in the name of and as agent for the Company to facilitate distributions pursuant to a chapter 11 plan or other transaction. To the extent that certain financial products are provided to the Company pursuant to Stretto's agreement with financial institutions, Stretto may receive compensation from such institutions for the services Stretto provides pursuant to such agreement.
7. Term and Termination (a) This Agreement shall remain in effect until terminated by either party: (i) on 30 days' prior written notice to other party; or (ii) immediately upon written notice for Cause (as defined herein). “Cause” means (i) gross negligence or willful misconduct of Stretto that causes material harm to the Company's restructuring under chapter 11 of the Bankruptcy Code, (ii) the failure of the Company to pay Stretto invoices for more than 60 days from the date of invoice or (iii) the accrual of invoices or unpaid Services in excess of the advance held by Stretto where Stretto reasonably believes it likely will not be paid. (b) If this Agreement is terminated after Stretto is retained pursuant to Bankruptcy Court order, the Company promptly shall seek entry of a Bankruptcy Court order discharging Stretto of its duties under such retention, which order shall be in form and substance reasonably acceptable to Stretto. (c) If this Agreement is terminated, the Company shall remain liable for all amounts then accrued and/or due and owing to Stretto hereunder. (d) If this Agreement is terminated, Stretto shall coordinate with the Company and, to the extent applicable, the clerk of the Bankruptcy Court, to maintain an orderly transfer of record keeping functions, and Stretto shall provide the necessary staff, services and assistance required for such an orderly transfer. The Company agrees to pay for such Services pursuant to the Rate Structure.
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8. No Representations or Warranties Stretto makes no representations or warranties, express or implied, regarding the services and products sold or licensed to the Company hereunder or otherwise with respect to this Agreement, including, without limitation, any express or implied warranty of merchantability, fitness or adequacy for a particular purpose or use, quality, productiveness or capacity. Notwithstanding the foregoing, if the above disclaimer is not enforceable under applicable law, such disclaimer will be construed by limiting it so as to be enforceable to the extent compatible with applicable law.
9. Indemnification (a) To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Stretto and its members, directors, officers, employees, representatives, affiliates, consultants, subcontractors and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, judgments, liabilities and expenses, whether direct or indirect (including, without limitation, counsel fees and expenses) (collectively, “Losses”) resulting from, arising out of or related to Stretto's performance hereunder. Without limiting the generality of the foregoing, Losses include any liabilities resulting from claims by any third parties against any Indemnified Party. (b) Stretto and the Company shall notify each other in writing promptly upon the assertion, threat or commencement of any claim, action, investigation or proceeding that either party becomes aware of with respect to the Services provided hereunder. (c) The Company's indemnification of Stretto hereunder shall exclude Losses resulting from Stretto's gross negligence or willful misconduct. (d) The Company's indemnification obligations hereunder shall survive the termination of this Agreement.
10. Limitations of Liability Except as expressly provided herein, Stretto's liability to the Company for any Losses, unless due to Stretto's gross negligence or willful misconduct, shall be limited to the total amount paid by the Company to Stretto for the portion of the particular work that gave rise to the alleged Loss. In no event shall Stretto be liable for any indirect, special or consequential damages (such as loss of anticipated profits or other economic loss) in connection with or arising out of the Services provided hereunder.
11. Company Data (a) The Company is responsible for, and Stretto does not verify, the accuracy of the programs, data and other information it or any Company Party submits for processing to Stretto and for the output of such information, including, without limitation, with respect to preparation of statements of financial affairs and schedules of assets and liabilities (collectively, “SOFAs and Schedules”). Stretto bears no responsibility for the accuracy and content of SOFAs and Schedules, and the Company is deemed hereunder to have approved and reviewed all SOFAs and Schedules filed on its behalf. (b) The Company agrees, represents and warrants to Stretto that before delivery of any information to Stretto: (i) the Company has full authority to deliver such information to Stretto; and (ii) Stretto is authorized to use such information to perform Services hereunder and as otherwise set forth in this Agreement. (c) Any data, storage media, programs or other materials furnished to Stretto by the Company may be retained by Stretto until the Services provided hereunder are paid in full. The Company shall remain liable for all fees and expenses incurred by Stretto under this
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Agreement as a result of data, storage media or other materials maintained, stored or disposed of by Stretto. Any such disposal shall be in a manner requested by or acceptable to the Company; provided that if the Company has not utilized Stretto's Services for a period of 90 days or more, Stretto may dispose of any such materials in a manner to be determined in Stretto’s sole reasonable discretion, and be reimbursed by the Company for the expense of such disposition, after giving the Company 30 days' notice. The Company agrees to initiate and maintain backup files that would allow the Company to regenerate or duplicate all programs, data or information provided by the Company to Stretto. (d) Notwithstanding the foregoing, if Stretto is retained pursuant to Bankruptcy Court order, disposal of any Company data, storage media or other materials shall comply with any applicable court orders and rules or clerk's office instructions.
12. Non-Solicitation The Company agrees that neither it nor any of its subsidiaries or affiliates shall directly or indirectly solicit for employment, employ or otherwise retain as employees, consultants or otherwise, any employees of Stretto during the term of this Agreement and for a period of 12 months after termination thereof unless Stretto provides prior written consent to such solicitation or retention.
13. Force Majeure Whenever performance by Stretto of any of its obligations hereunder is materially prevented or impacted by reason of any act of God, government requirement, strike, lock-out or other industrial or transportation disturbance, fire, flood, epidemic, lack of materials, law, regulation or ordinance, act of terrorism, war or war condition, or by reason of any other matter beyond Stretto's reasonable control, then such performance shall be excused.
14. Choice of Law The validity, enforceability and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California.
15. Arbitration Any dispute arising out of or relating to this Agreement or the breach thereof shall be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. There shall be three arbitrators named in accordance with such rules. The arbitration shall be conducted in the English language in Irvine, California in accordance with the United States Arbitration Act. Notwithstanding the foregoing, upon commencement of any chapter 11 case(s) by the Company, any disputes related to this Agreement shall be decided by the bankruptcy court assigned to such chapter 11 case(s).
16. Integration: Severability; Modifications: Assignment (a) Each party acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, agreements and communications between the parties relating to the subject matter hereof. (b) If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 5 Case 21-10549-JTD Doc 68-1 Filed 03/15/21 Page 47 of 49
(c) This Agreement may be modified only by a writing duly executed by an authorized representative of the Company and an officer of Stretto. (d) This Agreement and the rights and duties hereunder shall not be assignable by the parties hereto except upon written consent of the other; provided, however, that Stretto may assign this Agreement to a wholly-owned subsidiary or affiliate without the Company's consent.
17. Effectiveness of Counterparts This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which shall constitute one and the same agreement. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, which delivery may be made by exchange of copies of the signature page by fax or email.
18. Notices All notices and requests in connection with this Agreement shall be sufficiently given or made if given or made in writing via hand delivery, overnight courier, U.S. Mail (postage prepaid) or email, and addressed as follows:
If to Stretto: Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Attn: Sheryl Betance Tel: 714.716.1872 Email: [email protected]
If to the Company: ______
With a copy to: ______
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.
Stretto
______By: Travis Vandell
Title: Managing Director
SC SJ Holdings LLC
______By:
Title:
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STRETTO
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.
Stretto
By: Travis Vandell
Title: Managing Director
SC SJ Holdings LLC
By:
Title: 0^0
7