ashley stewart retention app

8/11/2019 Ashley Stewart Retention App

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CURTIS, MALLET-PREVOST,

COLT & MOSLE LLP

101 Park AvenueNew York, NY 10178-0061Telephone: (212) 696-6000

Facsimile: (212) 697-1559Steven J. ReismanCindi M. GiglioBryan M. Kotliar

Proposed Counsel to the Debtors

and Debtors-in-Possession

COLE, SCHOTZ, MEISEL,

FORMAN & LEONARD P.A.

Court Plaza North

25 Main StreetHackensack, NJ 07601Telephone: (201) 489-3000Facsimile: (201) 489-1536Michael D. SirotaIlana Volkov

Proposed Co-Counsel to the Debtors


UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF NEW JERSEY

In re: Chapter 11

ASHLEY STEWART HOLDINGS, INC., et al.,1 Case No. 14-14383

Debtors. (Joint Administration Requested)

APPLICATION BY THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING

THE EMPLOYMENT AND RETENTION OF PRICEWATERHOUSECOOPERS LLP

AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE DEBTORSNUNC PRO TUNCTO THE PETITION DATE

1The Debtors in these cases, along with the last four digits of each Debtors federal tax identification number, are:Ashley Stewart Holdings, Inc. (6790); New Ashley Stewart, Inc. (6655); AS IP Holdings, Inc. (6890); and NASGift LLC (5413). The Debtors corporate offices are located at 100 Metro Way, Secaucus, NJ 07094.

Case 14-14383-MBK Doc 14 Filed 03/10/14 Entered 03/10/14 05:00:34 Desc MainDocument Page 1 of 12


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The above-captioned debtors and debtors-in-possession (collectively, the

Debtors or Ashley Stewart) file this application (the Application) for entry of an order

authorizing the Debtors to employ and retain PricewaterhouseCoopers LLP (PwC) as its

financial advisor and investment banker, nunc pro tunc, to the Petition Date (as defined below).

In support of this Application, the Debtors rely on Declaration of Michael A. Abate in Support of

First Day Pleadings (the Abate Declaration) and the Declaration of Perry M. Mandarino (the

Mandarino Declaration) filed contemporaneously with this Application and respectfully state

as follows:

Jurisdiction

1. The Court has jurisdiction over this Motion under 28 U.S.C. 157 and

1334 and the Standing Order of Reference to the Bankruptcy Court Under Title 11dated as of

September 18, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.

157(b)(2). Venue of this proceeding and this Motion is proper under 28 U.S.C. 1408 and

1409.

Background

2. On the date hereof (the Petition Date), each of the Debtors filed a

voluntary petition for relief under chapter 11 of title 11 of the United States Code, as amended

(the Bankruptcy Code) (collectively, the Chapter 11 Cases) in the United States Bankruptcy

Court for the District of New Jersey (the Court).

3. The Debtors are operating their businesses and managing their properties

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

the filing of this Motion, no trustee, examiner or creditors committee has been requested or

appointed in these Chapter 11 Cases.



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4. Additional background facts surrounding the commencement of these

Chapter 11 Cases are more fully described in the Abate Declaration, which are incorporated

herein by reference.

Relief Requested

5. By this Application, the Debtors seek authority to employ and retain PwC

pursuant to sections 327(a) and 328 of the Bankruptcy Code, Rule 2014(a) of the Federal Rules

of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the Local Rules).

Basis for Relief Requested

A. PwCs Qualifications

6. The Debtors have complex operations located throughout the United

States. Accordingly, the Debtors require the services of an experienced financial advisor and

investment banker to assist them in rehabilitating the business, the sale of assets and developing,

negotiating and confirming plans of reorganization.

7. The Debtors selected PwC to serve as their financial advisor based on

PwCs excellent reputation and their wealth of experience in providing financial advisory

services in restructurings and reorganizations. For example, PwC has considerable experience in

large chapter 11 cases, and has been employed as estate-compensated professional in various

capacities in numerous chapter 11 cases within various districts. See, e.g., In re Dots, LLC,

No. 14-11016 (DHS) (Bankr. D.N.J. Feb. 20, 2014); In re Big M, Inc., No. 13-10233 (DHS)

(Bankr. Feb. 11, 2013); In re Pemco World Air Servs., Inc., No. 12-10799 (MFW); In re Saab

Cars N. Am., Inc., No. 12-10344 (CSS); In re Buffets Restaurants Holdings, Inc., No. 12-10237

(MFW); In re Trident Microsystems, Inc., No. 12-10069 (CSS); In re Coach Am. Grp. Holdings



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Corp., No. 12-10010 (KG); In re Filenes Basement, LLC, No. 11-13511 (KJC); In re

JER/Jameson Mezz Borrower I LLC, No. 11-13392 (MFW); In re Chef Solutions Holdings,

LLC, No. 11-13139 (KG); In re Graceway Pharmaceuticals, LLC, No. 11-13036 (PJW); In re

Nassau Broadcasting Partners, L.P., No. 11-12934 (KG); In re NewPage Corp., No. 11-12804

(KG); In re Townsends, Inc., No. 10-14092 (CSS); In re Local Insight Media Holdings, Inc.,

No. 10-13677 (KG); In re Urban Brands, Inc., No. 10-13005 (KJC); In re Trico Marine Servs.,

Inc., No 10-12653 (BLS); In re OTC Holdings Corp., No. 10-12636 (BLS); In re Orleans

Homebuilders, Inc., No. 10-10684 (PJW); In re Building Materials Holding Corp., No. 09-12074

(KJC); In re Visteon Corp., No.09-11786 (CSS); In re HUB Holding Corp., No. 09-11770

(PJW); In re AbitibiBowater Inc., No. 09-11296 (KJC); In re Foamex Intl Inc., No. 09-10560

(KJC); In re Aleris Intl, Inc., No. 09-10478 (BLS); In re Muzak Holdings LLC, No. 09-10422

(KJC); In re Smurfit-Stone Container Corp., No. 09-10235 (BLS); In re Constar Intl Inc.,

No. 08-13432 (PJW); In re Tribune Co., No. 08-13141 (KJC); In re Washington Mutual, Inc.,

No. 08-12229 (MFW); In re Cadence Innovation, LLC, No. 08-11973 (KG); In re Midland Food

Servs., LLC, No. 08-11802 (PJW); In re Am. Home Mortg. Holdings, Inc., No. 07-11047 (CSS);

In re Appleseeds Intermediate Holdings LLC, No. 11-10160 (KG); In re Autobacs Strauss, Inc.,

No. 09-10358 (CSS); In re Buffets Holdings, Inc., No. 08-10141 (MFW).

8. Accordingly, and as more fully set forth in the Mandarino Declaration, the

Debtors believe that PwC is well qualified and able to represent them in these Chapter 11 Cases.

B. Scope of Services

9. PwC has agreed to provide assistance to the Debtors in accordance with

the terms and conditions set forth in the Mandarino Declaration and in the terms and conditions

of the agreement between the Debtors and PwC dated March 9, 2014 (the Engagement

Agreement), a copy of which is attached as Exhibit 3to the Mandarino Declaration.



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10. All of the services that PwC will provide to the Debtors will be: (i) at the

request of the Debtors, and (ii) appropriately directed by the Debtors so as to avoid duplicative

efforts among the professionals retained in the case. It is presently anticipated that PwC will

provide the following services, among others:1

a. Assist with financial reporting required by the United StatesTrustee (the U.S. Trustee) and the Bankruptcy Code;

b. Participate and testify in any bankruptcy court proceeding on theDebtors behalf in connection with any transaction or restructuringof indebtedness;

c. Assist with a sale of the Debtors assets under section 363 of theBankruptcy Code, and as appropriate, coordinate with the Debtorsother financial and legal advisors;

d. Review and analysis of cash flow forecasts, financial projectionsand business restructuring alternatives, including related analysesand schedules;

e. Identify and implement liquidity management initiatives;

f. Advise the Debtors in connection with its negotiations with:

(1) Lenders regarding any potential amendment and/or

modification of the terms and conditions of the existingcredit agreement, and any potential refinancing of theexisting facility

(2) Key vendors and factors regarding pre- and post-petitionbalances, payments and shipments; and

(3) Other key stakeholders in connection with anycontemplated Transaction(s) (as that term is defined in theEngagement Agreement) or restructuring of indebtedness;

g. Participate in meetings with the Debtors stakeholders, official

constituencies and other interested parties, as necessary;

h. Advise and assist in developing a teaser and managementpresentation describing the Debtors and the opportunities that theDebtors may provide to prospective acquirers;

1The Application includes a summary of the terms of PwCs engagement. The Engagement Agreement, however,shall control the terms of the engagement in all respects.



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i. Assist with the development of materials to market the Debtorsassets, including a potential buyers list and documents for the dataroom;

j.

Assist with the development of a potential strategic and financialbuyers list;

k. Assist with preparation for and coordination of due diligence visitsby potential buyers;

l. Assist the Debtors in its evaluation of indications of interest andthe negotiation of appropriate documentation;

m. Advise in connection with any proposed asset sale or restructuringof existing indebtedness;

n. Advise and assist the Debtors with accumulation of data and

preparation of various schedules, account analyses, andreconciliations, as necessary; and

o. Render any other restructuring advisory services, as requested bythe Debtors or counsel.

11. The Debtors believe that the employment of PwC is in the best interests of

the Debtors and their creditors.

12. PwC has agreed not to share with any person the compensation to be paid

for services rendered in connection with these cases.

C. Professional Compensation

13. The current fee structure for PwCs compensation is set forth in the

Engagement Agreement. Prior to the Petition Date, the Debtors paid PwC $100,000 upon

execution of the Engagement Agreement. The Debtors have agreed to pay PwC a monthly

advisory fee of $100,000 per month payable on the first day of each month beginning April 1,

2014 (collectively, the Advisory Fees).2 In addition, PwC was paid $25,000 for January and

$125,000 for February, pursuant to the terms of a prior agreement.

2The summary provided herein is for illustrative purposes only and is subject to the Engagement Agreement in allrespects. In the event of any inconsistency between the compensation structure as set forth herein and theEngagement Agreement, the terms of the Engagement Agreement will control.



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14. The Debtors have also agreed (with the consent of their lenders under the

debtor-in-possession financing facility) to pay PwC a cash fee (the Additional Fee) from the

proceeds of a Transaction upon consummation of the closing of a Transaction (as such term is

defined in the Engagement Agreement) equal to two (2%) percent of the first $20 million of

Aggregate Consideration (as such term is defined in the Engagement Agreement) and 4%

thereafter, with certain exceptions that are triggered if any of the Debtors stores are

closed/liquidated as more fully described in the Engagement Agreement. If the Additional Fee is

earned by PwC, 10% of the Advisory Fees will be credited against the Additional Fee, but shall

not be refundable. If PwCs services are required for a period after the closing of such

transaction, then PwC shall be compensated on an hourly basis according to the rates set forth in

the Engagement Agreement and described below.

15. In the event that PwCs fees will be based on hourly rates, individual

hourly rates vary according to the experience and skill required. The fees for PwCs services

will be based on the agreed upon hourly rates, which will be revised from time to time. Adjusted

rates will be reflected in billings:

Personnel Hourly Billing Rate

Partner/Principal $700-800

Director/Senior Manager $500-600

Manager $400-500

Senior Associate $300-400

Associate $200-300

Para-professional $100-150

16.

In addition to compensation for professional services rendered by PwC,

PwC will seek reimbursement for all out-of-pocket expenses reasonably incurred by PwC in the

performance of its obligations under the Engagement Agreement. Such expenses will include,

for example, travel, meals and lodging and delivery services.



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17. PwC understands that any compensation and expenses paid to it must be

approved by this Court upon application consistent with the Bankruptcy Code, the Bankruptcy

Rules, and any orders entered by the Court. The Debtors were advised that it is not the practice

of PwCs professionals to keep detailed time records in one-tenth-of-an-hour increments (i.e., six

minute increments) as customarily kept by attorneys who are compensated by the Court. Instead,

as more fully described in the Mandarino Declaration, the customary practice of PwCs

professionals is to keep reasonably detailed records of services rendered during the course of an

engagement in half-hour (0.5) increments.

18.

The Debtors acknowledge and agree that the hours worked, the results

achieved and the ultimate benefits to the Debtors of the work performed in connection with this

engagement may be variable and that the Debtors and PwC have taken this into account in

setting the fees hereunder. No fee payable to any other person or entity by the Debtors or any

other party shall affect any fee payable to PwC hereunder.

19. The Debtors request that the approval of PwCs retention be approved

nunc pro tunc to the Petition Date because there was an immediate need for PwC to start

performing services for the Debtors. The Debtors submit that the immediacy of this need

warrants nunc pro tunc approval.

D. PwCs Disinterestedness

20. To the best of the Debtors knowledge, information and belief, PwC is not

related to or connected with and neither holds nor represents any interest adverse to the Debtors,

their respective estates, their creditors or any other party-in-interest herein or their respective

attorneys or the U.S. Trustee or anyone employed in the Office of the U.S. Trustee in the matters

for which PwC is proposed to be retained, except that PwC is connected with the Debtors by

virtue of this engagement and PwC may represent or have represented certain of the Debtors



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creditors or other parties-in-interest herein, or interests adverse to such creditors or other parties-

in-interest in matters unrelated to these Chapter 11 Cases. Consequently, PwC is a disinterested

person, as that term is defined the section 101(14) of the Bankruptcy Code. The Mandarino

Declaration, executed on behalf of PwC in accordance with section 327(a) of the Bankruptcy

Code and Bankruptcy Rule 2014, is appended hereto and incorporated by reference. The

Debtors knowledge, information and belief regarding the matters set forth in this paragraph are

based, and made in reliance, upon the Mandarino Declaration. PwC informed the Debtors that it

has undertaken a detailed search of available information, as set forth below, to determine and to

disclose whether it is performing or has performed services for any significant creditors, equity

holders or insiders in such unrelated matters.

21. As such, PwC is a disinterested person as that term is defined in section

101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, in that

PwC and its employees:

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 filingof the Debtors chapter 11 petition, directors, officers, or employeesof the Debtors; and

c. do not have an interest materially adverse to the interest of theestates or of any class of creditors or equity security holders, byreason of any direct or indirect relationship to, connection with, orinterest in, the Debtors, or for any other reason.

22.

In addition, based upon the results of the relationship search described

above, PwC neither holds nor represents an interest adverse to the Debtors within the meaning of

section 327(a) of the Bankruptcy Code.

23. PwC has indicated that it will promptly update the Mandarino Declaration,

disclosing any material developments regarding the Debtors or any other pertinent relationships



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that require disclosure if and when any such developments or relationships come to PwC s

attention.

E. Indemnification Provisions

24. The Debtors have also agreed to indemnify and hold PwC harmless

against all third party claims, losses, liabilities and damages arising from or relating to the

Services or Deliverables (as such terms are defined in the Engagement Agreement) except to the

extent finally determined to have resulted from PwCs gross negligence or intentional

misconduct. The indemnification provision was negotiated between the Debtors and PwC at

arms-length and is typical of those contained in engagement agreements of other accounting

firms providing financial advisory services retained in this district. Notwithstanding, PwCs

liability will only be limited to the extent permitted byIn re United Artists Theatre Co., 315 F.3d

217, 234 (3d Cir. 2003).

Waiver of Memorandum of Law

25. Because the legal points and authorities upon which this Application relies

are incorporated herein and do not raise any novel issues of law, the Debtors respectfully request

that the requirement of the service and filing of a separate memorandum of law pursuant to Local

Rule 9013-2 be deemed waived.

Notice

26. The Debtors shall provide notice of this Application by facsimile and/or

overnight mail to: (i) the Debtors thirty (30) largest unsecured creditors on a consolidated basis

as identified in their chapter 11 petitions; (ii) counsel to the Debtors prepetition senior lenders

and DIP lenders; (iii) counsel to the Debtors prepetition subordinated lenders; (iv) the Office of

the United States Trustee for the District of New Jersey; (v) the Internal Revenue Service; and



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(vi) those parties who have filed a notice of appearance and request for service of pleadings in

these Chapter 11 Cases pursuant to Bankruptcy Rule 2002.

No Prior Request

27. No prior Application for the relief requested herein has been made to this

or any other court.



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CURTIS, MALLET-PREVOST,

COLT & MOSLE LLP

101 Park AvenueNew York, NY 10178-0061Telephone: (212) 696-6000

Facsimile: (212) 697-1559Steven J. ReismanCindi M. GiglioBryan M. Kotliar

Proposed Counsel to the Debtors


COLE, SCHOTZ, MEISEL,

FORMAN & LEONARD P.A.

Court Plaza North

25 Main StreetHackensack, NJ 07601Telephone: (201) 489-3000Facsimile: (201) 489-1536Michael D. SirotaIlana Volkov

Proposed Co-Counsel to the Debtors


UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF NEW JERSEY

In re: Chapter 11

ASHLEY STEWART HOLDINGS, INC., et al.,1 Case No. 14-14383

Debtors. (Joint Administration Requested)

DECLARATION OF PERRY M. MANDARINO IN SUPPORT OF THE APPLICATION

BY THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE

RETENTION AND EMPLOYMENT OF PRICEWATERHOUSECOOPERS LLPAS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE DEBTORSNUNC

PRO TUNCTO THE PETITION DATE

1The Debtors in these cases, along with the last four digits of each Debtors federal tax identification number, are:Ashley Stewart Holdings, Inc. (6790); New Ashley Stewart, Inc. (6655); AS IP Holdings, Inc. (6890); and NASGift LLC (5413). The Debtors corporate offices are located at 100 Metro Way, Secaucus, NJ 07094.

Case 14-14383-MBK Doc 14-1 Filed 03/10/14 Entered 03/10/14 05:00:34 DescDeclaration of Perry M. Mandarino in Support of Application Page 1 of 63


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Pursuant to Rule 2014(a) of the Bankruptcy Rules and Rule 2014(a) of the Local

Rules, I, Perry M. Mandarino, being duly sworn, state the following under penalty of perjury:

1. I am a Partner with PricewaterhouseCoopers LLP (PwC), a financial

advisory and accounting firm with numerous offices throughout the country. I submit this

declaration (the Declaration) on behalf of PwC in support of the Debtors Application for an

Order Authorizing the Retention and Employment of PricewaterhouseCoopers LLP as Financial

Advisor and Investment Banker to the Debtors Nunc Pro Tunc to the Petition Date (the

Application)1 for an order authorizing the employment and retention of PwC as financial

advisor and investment banker to the Debtors under the terms and conditions set forth in the

Application and the Engagement Agreement. Except as otherwise noted, I have personal

knowledge of the matters set forth herein and if called as a witness, would testify competently

thereto.2

2. I received a Bachelor of Science in Accounting from Seton Hall

University in 1987. I am the Leader of the Business Recovery Services Practice at PwC. I have

held this position since February 2009. Prior to that time, I was Senior Managing Director at

Traxi LLC beginning in April 2002. Prior to April 2002, I was a partner at Arthur Andersen

LLP.

3. I have personal knowledge of the matters set forth herein and, if called as

a witness, would testify competently thereto.

1Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Application.

2 Certain of the disclosures herein relate to matters within the knowledge of other professionals at PwC and arebased on information provided by them.



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PwCs Professional Compensation

4. PwC intends to apply for compensation for professional services rendered

in connection with these Chapter 11 Cases, subject to the Courts approval and in compliance

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

and any administrative orders entered by the Court, and consistent with the proposed

compensation set forth in the Engagement Agreement (the Fee Structure), provided that the

Fee Structure shall be subject to review pursuant to the standard set forth in section 328 of the

Bankruptcy Code and not section 330 of the Bankruptcy Code.

5. PwC has advised the Debtors that it is not the practice of PwCs

professionals to keep detailed time records in one-tenth-of-an-hour increments (i.e., six minute

increments) as customarily kept by attorneys who are compensated subject to approval of the

Court. Instead, the customary practice of PwCs professionals is to keep reasonably detailed

records of services rendered during the course of an engagement in half-hour (0.5) increments.

PwC requests that the Court allow PwCs professionals to provide the following in its interim

and final fee applications: (a) a narrative summarizing each project category and the services

rendered under each project category; (b) an exhibit to each interim and final fee application that

PwC files in these Chapter 11 Cases, a summary, by project category, of services rendered to the

Debtors, which identifies each professional rendering services, the number of hours expended by

each professional; and (c) reasonably detailed records of time in half-hour (0.5) increments,

describing the services rendered by each professional and the amount of time spent on each date.

PwC believes that given the nature of the services to be provided by PwC, such billing format

and associated time details will be sufficient for the Debtors and other parties in interest to make

informed judgments regarding the nature and appropriateness of PwCs services and fees.



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6. In summary, pursuant to the Fee Structure, the Debtors paid PwC

$100,000 prior to the Petition Date as a monthly fee for the month of March 2014. The Fee

Structure provides that the Debtors will pay PwC a fee of $100,000 per month on the first of

each month thereafter, beginning on April 1, 2014 (collectively, the Advisory Fees).

7. PwC will also seek from the Debtors payment of a cash fee (the

Additional Fee) from the proceeds of a Transaction upon consummation of the closing of a

Transaction (as such term is defined in the Engagement Agreement) equal to 2% of the first $20

million Aggregate Consideration (as such term is defined in the Engagement Agreement) and 4%

thereafter, with certain exceptions that are triggered if any of the Debtors stores are

closed/liquidated as more fully described in the Engagement Agreement. If the Additional Fee is

earned by PwC, 10% of the Advisory Fees will be credited against the Additional Fee, but shall

not be refundable. If PwCs services are required for a period after the closing of such

transaction, then PwC shall be compensated on an hourly basis according to the rates set forth in

the Engagement Agreement and described below.

8.

In the event that PwCs fees will be based on hourly rates, individual

hourly rates vary according to the experience and skill required. The fees for the services will be

based on the following agreed upon hourly rates, which will be revised from time to time.

Adjusted rates will be reflected in billings:

Personnel Hourly Billing Rate

Partner/Principal $700-800

Director/Senior Manager $500-600Manager $400-500

Senior Associate $300-400

Associate $200-300

Para-professional $100-150



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9. Prior to the Petition Date, the Debtors paid PwC $252,500 representing

$250,000 in advisory fees and $2,500 in out-of-pocket expenses. The entire payment has been

fully applied against actual charges incurred to date.

10. In addition to compensation for professional services rendered by PwC,

PwC will seek reimbursement for all out-of-pocket expenses reasonably incurred by PwC in the

performance of its obligations under the Engagement Agreement. Such expenses shall include,

for example, travel, meals and lodging and delivery services.

11. I respectfully submit that this Fee Structure is consistent with PwCs

normal and customary billing practices for comparably sized and complex cases, both in and out-

of-court involving the services to be provided in these Chapter 11 Cases. The compensation

arrangement provided for in the Engagement Agreement and generally described above is also

consistent with and typical of arrangements entered into by other financial advisory firms of

comparable standing in connection with rendering similar services to similarly-situated clients.

PwC and the Debtors believe that the foregoing compensation arrangement is both reasonable

and market-based.

12. To induce PwC to do business with the Debtors, the compensation

structure described above was established to reflect the difficulty of the assignment PwC expects

to undertake and the potential for an unfavorable outcome as a result of factors outside of PwCs

control. The Debtors believe that PwCs strategic and financial expertise as well as its capital

markets knowledge, financing skills, restructuring capabilities, and mergers and acquisitions

expertise, some or all of which may be required by the Debtors during the term of PwCs

engagement hereunder, were important factors in determining the Fee Structure. In evaluating

the ultimate benefit to the creditors and customers of the Debtors, the Debtors believe that PwCs



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services described hereunder cannot be measured by reference to the number of hours to be

expended by PwCs professionals in the performance of such services.

13. The Debtors and PwC have agreed upon the Fee Structure in anticipation

that a substantial commitment of professional time and effort will be required of PwC and its

professionals hereunder and in light of the fact that: (a) such commitment may foreclose other

opportunities for PwC; and (b) the actual time and commitment required of PwC and its

professionals to perform its services hereunder may vary substantially on a weekly or monthly

basis, creating peak load issues for PwC.

14.

In light of the foregoing and given the numerous issues that PwC may be

required to address in the performance of its services hereunder, PwCs commitment to the

variable level of time and effort necessary to address all such issues as they arise and the market

prices for PwCs services for engagements of this nature, the Debtors believe that the Fee

Structure is fair, reasonable, and market-based under the standard set forth in section 328(a) of

the Bankruptcy Code.

15.

As more fully set forth in the Engagement Agreement, as part of the

overall compensation payable to PwC under the terms of the Engagement Agreement, the

Debtors have agreed among other things, to indemnify and hold harmless PwC and its personnel

in connection with PwCs representation of the Debtors, subject to certain exceptions in the case

of bad faith, willful misconduct, or gross negligence by an Indemnified Person (as that term is

defined in the Engagement Agreement).

16. The indemnification provisions contained in the PwC Agreement were

negotiated between the Debtors and PwC at arms-length and are typical of those contained in



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engagement agreements of other accounting firms providing financial advisory services retained

in this District.

17. To the best of my knowledge, (a) no commitments have been made or

received by PwC with respect to compensation or payment in connection with these cases other

than in accordance with applicable provisions of the Bankruptcy Code and the Bankruptcy Rules,

and (b) PwC has no agreement with any other entity to share with such entity any compensation

received by PwC in connection with these Chapter 11 Cases. The proposed engagement of PwC

is not prohibited by Bankruptcy Rule 5002.

Disinterestedness

18.

To the best of my knowledge, PwC does not hold an interest adverse to the

Debtors estates and is a disinterested person, as that term is defined in section 101(14) of the

Bankruptcy Code.

19. Insofar as I have been able to ascertain through diligent inquiry, PwC has

no connection with the Debtors, their creditors, any other party in interest, their current

respective attorneys or professionals, the United States Trustee or any person employed in the

office of the United States Trustee, and does not represent any entity having an adverse interest

to the Debtors in connection with the Debtors Chapter 11 Cases, except as set forth below.

However, PwC has in the past worked with, continues to work with and has mutual clients with

certain law firms andother professionals who may represent parties-in-interest in these Chapter

11 Cases.

20. Because of the size and diversity of PwCs practice, PwC may have in the

past performed professional services for, and may in the future provide services for, entities that

are claimants or interest holders of the Debtors in matters wholly unrelated to the Debtors



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pendingChapter 11 Cases. A summary of the relationships that PwC was able to identify using

its reasonable efforts is set forth on Exhibit 2to this Declaration. Our assistance to these entities

has been primarily related to auditing, tax and/ or other consulting and advisory services. PwCs

representation of these entities (or its apparent affiliate, as the case may be), however, was or is

only on matters that are unrelated to the Debtors and these Chapter 11 Cases.

21. To the best of my knowledge and following a conflict search of my firms

records, neither I, nor any professional at PwC has performed services or is associated with any

creditors in these cases or any party in interest. PwC has conducted a conflict check against the

entities identified on the Interested Parties List attached hereto as Exhibit 1.

22.

PwCs personnel may have business associations with certain creditors

and professionals of the Debtors unrelated to these Chapter 11 Cases. Specifically, PwC has

engaged Curtis, Mallet-Prevost, Colt & Mosle LLP (Curtis) on matters unrelated to the

Debtors in the past and has been involved with Curtis in matters unrelated to the Debtors.

Further, PwC's Director, Adam Rosen, assists me in the PwC engagement team for the proposed

financial advisory services. Mr. Rosen is the son of Kenneth A. Rosen, a partner at Lowenstein

Sandler, P.C., counsel to the Prepetition Secured Creditors. PwC is the financial advisor to

another debtor (In re Dots, LLC, No. 14-11016 (DHS) (Bankr. D.N.J.)) whereby Salus Credit

Partners, LLC (Salus) is the debtor-in-possession lender. PwC has also worked for other

Debtors in the past whereby Salus was the lender.

23. PwC was the financial advisor to Urban Brands, Inc. Chapter 11

proceeding in 2010 when the assets were sold to GB Merchant Partners LLC, the private equity

arm of Gordon Brothers Group LLC. PwC is the current independent auditor of Gordon

Brothers Group LLC. Additionally, PwC is currently performing services for another retail



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company where Gordon Brothers or an affiliate of Gordon Brothers is purchasing some assets in

a matter wholly unrelated to these Chapter 11 Cases.

24. Despite the efforts described above to identify and disclose PwCs

connections with the Debtors and the parties listed on Exhibit 2, because the Debtors have

numerous creditors and other relationships, PwC is unable to state with certainty that every client

representation or other connection has been disclosed. If PwC discovers additional information

that requires disclosure, PwC will supplement these disclosures in the future as appropriate.

25. To the best of my knowledge, PwC has not been retained to assist any

entity or person other than the Debtors on matters relating to or in connection with these Chapter

11 Cases. If this Court approves the proposed employment of PwC to provide financial advisory

and investment banking services to the Debtors, PwC will not accept any engagement or perform

any services in these Chapter 11 Cases for any entity or person other than the Debtors. PwCmay,

however, continue to provide professional services to, and engage in commercial or professional

relationships with, entities or persons that may be creditors of the Debtors or parties-in-interest in

these Chapter 11 Cases; provided, however, that such services do not andwill not relate to, or

have any direct connection with, these Chapter 11 Cases.

26. PwC has had, may currently have, and may in the future have commercial

or professional relationships directly or indirectly with customers, competitors, and creditors of

the Debtors. As described above, however, PwC has undertaken a detailed search to determine,

and to disclose, whether it is performing or has performed services for the thirty (30) largest

unsecured creditors, equity security holders, or insiders in matters related to these Chapter 11

Cases.



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

is true and correct.

Dated: March 10, 2014

New York, NY

/s/ Perry M. Mandarino

Perry M. Mandarino



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EXHIBIT 1

Interested Parties List



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Interested Parties List

Debtors

AS IP Holdings, Inc.Ashley Stewart Holdings, Inc.NAS Gift, LLCNew Ashley Stewart, Inc.

Debtors Affiliated Entities/Former EntitiesAS Gift Company, Inc.

Officers

Abate, Michael A.Rhee, James

Former Officers

Clancy, M. CeciliaFeldman, StephenLaForgia, CosmoWeil, Laura

DirectorsBrown, A. DavidKahn, MatthewMiller, Alan B.Suval, Helaine

Former DirectorsClancy, M. CeciliaDworkin, JamieKehler, DeanRhee, JamesStrasser, Scott

Current and Former Equity Security Holders

1903 Equity Fund, L.P.1903 Co-Investor, L.P.Abate, Michael

Brown, A. DavidCIBC Employee Private Equity Fund Trimaran PartnersCIBC Capital CorporationChan, JohnClancy, M. CeciliaGaskins, Kristen T.Giantomenico, JamesLaForgia, Cosmo



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Trimaran Capital, L.L.C.Trimaran Fund II, LLCTrimaran Fund Management L.L.C.Trimaran Parallel Fund II, L.P.

Current and Former Lenders and Noteholders1903 Co-Investor, L.P.1903 Equity Fund, L.P.Abate, MichaelBrown, A. DavidChan, JohnCIBC Capital CorporationCIBC Employee Private Equity Fund Trimaran PartnersClancy, M. CeciliaGaskins, Kristen T.LaForgia, Cosmo

Salus Capital Partners, LLCTD Bank, N.A.Trimaran Capital, L.L.C.Trimaran Fund II, LLCTrimaran Fund Management, L.L.C.Trimaran Parallel Fund II, L.P.

Current and Former Restructuring Professionals and Investment BankersBDO USA, LLPBMC Group, Inc.Cole, Schotz, Meisel, Forman & Leonard P.A.Curtis, Mallet-Prevost, Colt & Mosle LLPDuff & Phelps Securities, LLCPricewaterhouseCoopers LLPPrime Clerk LLC

Counsel for Prepetition Secured Creditors360 Merchant Solutions LLPChoate, Hall & Stewart LLPDentonsLowenstein Sandler LLPOtterbourg, Steindler, Houston & Rosen, P.C.

Creditors

0508 Charles Mall Co.LP10 Fairway, LLC11010 7th Ave Investments,LLC216-220 West 125th St LLC360 Stratford Heights Assoc LL



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4671 River Oaks Center4828 Livingston Mall4831 Northlake Mall8735 Highland Lakes Center9445 Richmond Town Square Mall

A.B.N IncAbate, MichaelAbsolute Angel IncAbsolute Packaging & SupplyAbsolute Shredding LLCAccent Accessories LLCACKLINIS YONKERS REALTY, LLCAdorn Fashions, IncADP IncADT Security Systems, IncAdvanced Direct, Inc

Airtron Technolgy, IncAlbany Mall LLC.Alex's Dairy, IncAmerican AttitudesAmerican vending & coffeeAMICI IncAmiee lynn inc.Amy MintzAPC Postal LogisticS, LLCAPL Logistics (ACS)Arbor Place II, LLCAssociated Fire ProtectionAt Last Sportswear, INCAT&TAtlantic City Associates LLCBaltimore County MarylandBaltimore Director of FinanceBank of America Merchant ServiBawabeh BrothersBay Plaza Community Center LLCBDO USA, LLPBellissima Accessories LTDBelmont Shopping CenterBeltway Plaza Merchant's AssocBernstein Management CorpBialow Real Estate, LLCBlue Cast Denim Co.Inc.Blue Dot SafesBMGM CompanyBMHC Downtown Devep Assoc.



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Bollinger Insurance SolutionsBoom-Boom JeansBossong HosieryBowie Mall Company,LLCBrandon Thomas Designs Inc.

Brinco Mechanical ServiceBrooklyn Kings Plaza LLCBroward MallBy Design LLCCanon Business Solutions-Canon Financial Services, IncCapri Urban Baldwin, LLCCarole Wren Inc.Caseyville TownshipCass New York Inc.Casual Cool Inc

CB Chicago Partners, LTD.CBL/ Columbia Place, LLCCentral Harlem Ptnsp Plaza,LLCCertegy Check Services IncCharles Dunn Res,Inc Trust A/CChemtec, Pest Control Corp.Cherry Hill Center LLCCiber, Inc.Cigna HealthcareC-III, PWR18, Southlake MallCinema Veterans LLCCintas CorporationCity of ChicagoCity of ColumbiaCity of DetroitCity of HyatsvilleCity of New OrleansCity of PhiladeLPhiaCity of Savannah(AS407)City of YonkersClothing Illustrated/LoveClues FashionCocomo ConnectionCohen/Jemal Partnership LLCContra Costa CountyCopesan ServicesCorporate Services ConsultantsCounty of HenricoCounty of SacramentoCozen O'connor



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C-quest Inc Dba Only NineCross Creek Mall Spe, L.P.Crossings Shopping Center L.P.Crown Commercial Real EstateCulver Center Partners

Culver CityCyrusD & A Industries, Inc.D.H. Realty Holdings, LLCDamselle LtdDatavantage CorporationDavid RussDDRTC Fayette Pavilion IIIDeja BleuDeltacomDesign Network Inc.

Dk Selections LLCDo It Outdoors Media, LLCDoLPhin Forwarding, IncDoLPhin Plaza,Pw, LPDorothy Combs Models IncDorr Collingwood, LLCDouble Take Fashions,IncDreamwear IncDutch Square LLCEast Coast Packaging Co IncEast Lake Mgmt & DevelopmentEastgate Center LLCEastover Plaza Improvements LlEcova, Inc.Egm, LLCEmanuel Geraldo AccessoriesEmcon Associates IncEmma's ClosetEnvy Clothing, Inc.Esplanade Mall Limited PartnerExperian Marketing SolutionsF.S.I. - Fort Lauderdale, Inc.Facility Solutions GroupFairlane Town CenterFame Fashion House LLCFashion Blue Inc.Fashion River Co. LtdFederal Express CorpFedex Freight East (AmericanFiesta Jewelry Corp



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Finance CommissionerFinesse Novelty IncFirst American Property &First Insurance Funding CorpFleming's Transp Co Inc

Florida PowerFord Glory Inc. Dba Karma BlueForest City Management, IncForest Park Plaza, LLCForte Plumbing & Heating Inc.Frazier Clothing Co.Fujitsu America, Inc.G neil CompaniesG4s Compliance & InvestigationGalileo Ga Apollo Ii Sub, LLCGarda Global

Gardere Wynne Sewell LLPGary Sanitary District (364)Gateway Arthur Inc.Gateway Retail Center, LLCGb Mall Limited Partnership,LPGeorgia Department Of RevenueGK Trading Inc. DbaGlenwood Crossing LLCGolden Too, Inc.Good Hope Marketplace LPGoogle Inc.Governors Square, LLCGreece Ridge, LLCGretna Realty Associates, LLCHarkham Industries, IncHarkham Industries, Inc.Hartz Metro Leasehold I LLCHawthorne PlazaHendon Golden East, LLCHigh AccessoriesHighway Jeans Div Louise ParisHilltop MallHRDIRECTHSG Macon Mall, LLCHudson Associates LimitedIce/new Vision ApparelIllinois Department Of RevenueInland American Retail Mgmt LlIntimateco LLCInt'l inspirations Dba Lux



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Intriguing threadsIPM Model Management, LLCIron MountainIvy Chic Apparel Inc.James Desoucey

Java Clothing CompanyJaxi's Ii Inc.JBCSTYLEJDA Software IncJefferson County EducationalJersey Elevator Co., IncJG Elizabeth Ii, LLCJG Winston-Salem, LLCJNS Fashions, LLCJubilee Christian ChurchJulio Rodriguez

Kaktus SportswearKbl Group International Ltd.Kdi Atlanic Mall LLCKeystone Plaza AssociatesKimco Realty CorporationKing Associates, Ltd PTNRLa FiorentinaLamar Crossing Shopping CenterLane CrawfordLany Group, LLCLauderhill Mall Investment,LLCLbubs 2006-c3 7839 Mall, LLCLC e. Orange Shopping Center,Leather Garment Inc.Leg Resource IncLes Vetements Multiwear Inc.Levin Management CorporationLH Development LLCLightman South Lake CompanyLinda MaloneLindell Market Place, L.P.Linder Ventures Iv, LLCLinkedin CorporationLouise Paris LtdLouisiana Department Of RevLP Software IncLTM Director LLC MaraisLucas PicturesM & A Clothing Company LLCM&t Logistics, Inc.



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Mad Clothing Apparel, LtdMainetti GroupMango USAMann NanceMap Eastwood LLC

Marcus & Son RealtyMario's Express ServiceMark IV TransportationMarketplace @ Hollywood Pk, LPMarlow Heights Shop Ctr LPMaryland Crossing Realty LLCMatanky Realty GroupMattone Group Springex, LLCMaverick Management Corp.Max Imports IncMayer Berkshire Corp

Me Fashion Inc.Meadownlands TaxiMega Wear Inc.Merchant Electrical & LightingMetro Door IncMetrographicsMHC Software, Inc.Michael McmillanMichelin Star Inc.Mid-America Asset Management,Midyan Gate Realty No. 2, LLCMillenium ClothingMinns, AshleyMiss SportswearMister NoahMisty MerriweatherModel T Plaza Associates, LLCMondawmin-Vck, IncMoore, TanishaMorris Prop Mgmt- The Hub, LLCMystic Weaves, U.S.A. Inc.Nakia Keishanee' WilliamsNational Management Systems,Native Group InternationalNatural Collection Corp.Nes GroupNesctc SecurityNew Eastland Mall DeveLPr LLCNew Land FashionNew York American Water (N102)



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Newport Apparel, Inc.Next Generation Fulton LLCNext Station Apparel Inc.Nissan Motor Acceptance Corp.Nok Nok

Norma h Stevenson FormelNorth Riverside Park Assoc,LLCNorthgate Mall Durham, LLCNorthland Center Michigan, LLCNorthpark Mall LimitedNorthwoods Mall Cmbs, LLCOgelthorpe Mall, LLCOk Originals LtdOrkin Exterminating Co IncOxygen IncPacific Group Apparel

Pacific Legwear, IncPat Rego Inc.Patrick BernardPC MallPerfect ImagePermagraphics, Inc.Peter E. Ambrose, Inc.Pierre Bossier MallPierre, MaryPr Gallery I Ltd PartnershipPr Prince Georges Plaza, LLCPremier SignPremium Assignment CorporationPride & JoyPrimestor 119, LLC DbaPrince George's CountyPrincipal Life Ins Co-025110ProdataPromises Dba Star VixenQuinnergy LLCR.M RichardsRaceway Land Development LLCRal Realty CoRamco Jacksonville LLCRamco-Gershenson Properties LPRedford Township Water DeptRegency Centers, LPRJBSRobyn G AccessoriesRodes Logistics



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Ronnie & NicoleRothstein Family LtdRpai Us Management LLCSand K, Inc.Sansone Plaza On The Boulevard

Santa Fe ApparelSasha Handbags, IncSawitz Store Fixture, Inc.SC Greenville Woods CrossingSchindler Elevator CorporationSchultz. Greg MSeat Pleasant Commercial LLPSec Clark & Howard, LLCSec. Square Holding LLCSevarance Spr Leaseco, LLCSeven Grand Associates, Ltd.

Sewerage & Water Of New OrleanSfi Ford City - Chicago LLCShalom InternationalSherman Plaza ReceivershipShopper Trak RctSnip Snap App LLCSoho Apparel Ltd.Solarwinds Inc.Sonny's A/C & Refrif ServicesSophie BellefleurSouthgate Center AssociatesSouthland Mall Properties, LLCSouthland Mall ShoppingSouthland Mall, L.P.Southland Terrace Shopping CtrSpanx, Inc.Spectrum Distributors, Inc.Spencer Technologies IncSPS Commerce, Inc.St. Clair Square Spe, LLCStanley Convergent SecuritySteffany AllenSterient Technology CorpStony Leather,Inc.Dba StonyStraw Studios LLCStudio 8 Fashion Corp.Sublime Apparel InternationalSunny Isle Developers LLCSunny Isle Shopping CenterSunset West Investments



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Tcci Broad Street, LLCTd BankTelecheck Services, Inc.Tenalok Partners LtdTeneco Inc

The Centre At Forestville LLCThe Jay Group Inc.The O'keefe Group, Inc.Tian Hui Garment (Usa) LtdTimeless Fashions LLCTrinity Warranty Corp DbaTrinity Warranty Solutions LLCTroyk Printing CorpTru Fragrance & Beauty LLCTrue Love AccessoriesTrue, Inc.

Two-One-Two New York IncU.K.Lasalle,Inc-Cumberland MalUline IncUnion Apparel Group, LtdUnion VF LLCUnited Team, Inc.Ups FreightUs Virgin IslandsUsr-Desco City Plaza, LLCUsr-Desco University CityValley Stream Green Acres LLCVault Sportswear IncVerizonVillage Office SupplyVolumecocomo Apparel, Inc.Wageworks, Inc.Walton Media, Inc.Washington Suburban SanitaryWaste Management Inc.Waterfall Mobile, Inc.Waverly Commons, LLCWayne, Christan LWe Do CommerceWellmakara LLCWestview Center Associates L.CWilkinson Crossing, LLCWings Manufacturing CorpWis InternationalWisconsin Department Of RevWonjon, P.C.



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Wr 9000Wri Camp Creek Marketplace LLCWri/texla, LLCYahoo! Inc.Zanadi

Counterparties to Real Property Leases

10 Fairway LLC11010 7th Ave Investments LLC208 West 125th Street Associates LLC360 Stratford Heights Associates LLC91-14 Merrick Boulevard LLCAAC Management CorpAcklinis Yonkers Realty, LLCAddison Plaza II Associates, LLCAlbany Mall LLC

Arbor Place II, LLCAronov Realty Management Inc.Atlantic City Assoc, LLCBawabeh BrothersBay Plaza Community Center, LLCBDC LEXINGTON LLC.Belmont Shopping CenterBelz Investco GPBerkshire West 87th Street, LLCBLDG-ICS Olney LLCBMHC Downtown Associates LLCBowie Mall Company LLC.Brixmor GA Apollo II Sub LLCBrixmor Property Group Inc.Brooklyn Kings Plaza, LLCBroward Mall, LLCCanterbury Plaza Properties LtdCapital Centre LLCCapri Urban Baldwin LLCCBL/Columbia Place LLCCentral Harlem Partnership Plaza, LLCCentro NP Holdings 12 SPE LLCCentury Plaza LLCCharles DunnCharles Mall Company, LPCherry Hill Center, LLCChicago Building LLCC-III Asset Management LLCC-III, PWR18, Southlake MallCohen/Jemal Partnership LLC



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Cole MT Richmond VA LLCCole Real Estate InvestmentsCole Taylor Bank, as trusteeCommunicty Development Corporation of Kansas CityCross Creek Mall SPE L.P.

Crossing at Halls Ferry, LLCCulver Center Partners Georgia LLCCulver City Mall LLCCumberland Mall, LLCDH Realty Holdings, LLCDolphin Plaza PW LPDoor Collingwood, LLCDutch Square Limited Liability Co.East Orange Urban Renewal Associates, LPEastex VentureEastgate Center LLC

EastLake Management and Development Corp.Eastover Associates Limited PartnershipEastpoint Partners, LPEdgewood Station LLCEsplanade Mall Limited PartnershipFC Quartermaster Associates, LPFederal Realty Investment TrustFlorin Associates LLCFox Valley/River Oaks PartnershipFP Southway LLCGateway Arthur Inc.Gateway Center Economic DevelopmentGateway Retail Center LLCGB Mall Limited Partnership, LTDGentilly Shopping Center LLCGlenwood Crossing LLCGood Hope Marketplace LPGovernor's Square Station LLCGreece Ridge, LLCGreenbriar Mall (2006) LLPGretna Realty Associates LLCHarvey Property Management Co Inc.Hendon Golden East, LLCHighland Lakes Center, LLCHSG Macon Mall LLCHudson Associates Limited PartnershipInland American Baton Rouge Seigen, LLCInland Diversified Dallas Wheatland LLCInland Southeast Fayette I & II LLCInland Western Chicago Ashland LLC



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Inland Western Milwaukee Midtown, LLCJG Elizabeth, II LLC.JG Winston Salem, LLCJubilee Christian Church International, Inc.Keystone Plaza Associates

KIMCO Baton Rouge 1183, LLC.Kimco Realty CorpKing Associates Ltd PartnershipKIR Agusta II LPLa Caranda Limited PartnershipLafayette Square Shopping Center LLCLamar Crossing Shopping Center Equities LLCLauderhill Mall Investment LLCLevin Properties, LPLH Development LLCLightman South Lake Co. LLC

Lindell Marketplace, LPLinder Venture IV LLCLivingston Mall VentureMain/OST, LTDMarcus & Son Realty LLCMarketplace at Hollywood Park LPMarlow Heights Shopping Center, LPMarylnd Crossing, LLCMatanky Realty Group IncMattone Group Springnex LLCModel T Plaza AssociatesMonarch, Inc.Mondawmin Business Trust / General Growth PropertiesNAP Camp Creek Marketplace II, LLCNew Eastland Mall Developer LLCNext Generation Fulton, LLCNorth Riverside Park Associates, LLCNorthgate Mall Durham LLCNorthlake Mall LLCNorthland Center Michigan, LLCNorthline Commons LLCNorthpark Mall LTD PartnershipOglethorpe Mall, LLCPierre Bossier Mall LLCPosel Station Associates LLCPotsmouth Associates LLCPR Prince Georges Plaza LLCPreitPrimestar 119, LLCRaceway Land Development LLC.



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Ral Realty CoRamco Fairlane, LLC - Fairlane MeadowsRamco Jacksonville, LLCRegency Centers, LPRichmond Town Square Mall LLC

Rothstein Family LTDS/C B&C Hemp LLCSansone Plaza on the Boulevard, LLCSC Greenville Woods Crossing LLCSec Square Holding LLCSeven Grand Associates, LTDSeverance SPE Leaseco, L.L.C.SFI Ford City -Chicago LLCSG USA LtdSouthland Mall Properties, LLCSouthland Mall Shopping Center LLC

Southland Mall, LP / Rouse PropertiesSouthland Terrace Shopping Center, LLCSouthtown Shopping CenterSt Clair Square SPE, LLCStonecrest Mall SPE, LLCStony Island LLCSunny Isle Developers LLCSunset West InvestmentsSurrey Fondren Investors LLCTCCI Broad Street LLCThe Centre at Forestville LLCThe Forest Park Plaza, LLCThe Taubman CompanyThor Cheltenham Mall, LPTHOR Gallery at Military Circle LLCTKG Southeast Market Center Development LLCUnion VF, LLCUSR-Desco City Plaza LLCUSR-Desco University City Square LLCValley Stream Green Acres LLCWaverly Commons, LLCWC North Oaks Houston LPWalpert Industries Inc.Wellmakara, LLCWesGold, LLC.Westview Center Associates LCWharton PropertiesWilkinson Crossing, LLCWolfson Verrichia Group, IncWRI/TEXLA, LLC



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Depositing Banks

Banco PopularBank of AmericaBB&T

Beneficial Savings BankCapital OneChaseCitibankFifth Third BankFirst Midwest BankFirst Tennessee BankHarris BankHuntington BankKey BankM&T Bank

PNC BankRegions BankSovereign BankSuburban Bank & TrustSuntrust BankTCF BankTD BankU.S. BankWells FargoWoodforest Natl Bank

Utilities

AEP Columbus Southern Power CoALABAMA GAS CORPAlabama PowerALBANY, CITY OF (GA)AMERENAMEREN IP/AMEREN ILLINOISAQUA PENNSYLVANIAAT&TAtlantic City Electric CoATMOS ENERGYAUGUSTA UTILITIES DEPARTMENTBaltimore Gas & ElectricBROADVIEW NETWORKSCABLEVISION LIGHTPATH INC.CASEYVILLE TOWNSHIPCitizens Energy GroupCITY OF CALUMET CITYCITY OF DEARBORN WATER & SEWERAGE



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CITY OF DETROITCITY OF FORT WORTH (281)CITY OF GREENSBOROCITY OF GRETNACITY OF HOUSTON

CITY OF LATHRUP VILLAGECITY OF LAUDERHILLCITY OF NORTH MIAMI BEACHCITY OF SAVANNAH(AS407)Cleveland Electric Illum CoCOGENT COMMUNICATIONS, INC.COLUMBIA GAS OF OHIOCOLUMBIA GAS OF VIRGINIACOLUMBUS CITY TREASURERCommonwealth Edison Co (ComEd)Consolidated Edison Co-NY Inc

Consumers Energy Co (MI)CORPORATE SERVICES CONSULTANTSCoweta-Fayette El Member CorpDALLAS WATER UTILITIESDELTACOMDEPENDABILL SOLUTIONSDIRECT ENERGY BUSINESS SERVICESDIRECTVDominion East OhioDominion Virginia PowerDTE EnergyDUKE ENERGY CODuke Energy/33199Duquesne Light CoEARTHLINK NETWORK, INCEAST POINT, CITY OF (GA)Elizabethtown Gas (NJ)ENERGY SOLVE (NJ)Entergy Gulf States, IncEntergy Louisiana, IncEntergy Mississippi, IncEntergy New Orleans, IncFIRSTENERGY SOLUTIONSFlorida Power & Light CoGARY SANITARY DISTRICT (364)GAS SOUTHGEORGIA NATURAL GAS SERVICESGeorgia Power CoGLOBAL CROSSING CONFERENCINGGREENVILLE WATER SYSTEM



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HAYWARD WATER SYSTEM-STORE#420INDIANA AMERICAN WATER (364)Indianapolis Power & Light CoINNOVATIVE TELEPHONEJacksonville Electric Auth

Kansas City Power & Light CoLACLEDE GAS COLIBERTY POWER CORPLOS ANGELES DEPT OF WTR & PWRLouisville Gas & Electric Co (KY)LOUISVILLE WATER COMPANYMARKHAM WATER DEPARTMENT(378)MEMPHIS LIGHT GAS & WATER - MLGWMETROPOLITAN ST.LOUISMETTELMIAMI DADE WATER & SEWER DEPT

MISSOURI AMERICAN WATER (A373)MONTGOMERY WATER COMPANYNATIONAL GRIDNEW YORK AMERICAN WATER (N102)NICOR GASNORTHEAST REGIONAL (175)Northern Indiana Pub Serv (NIPSCO)NSTARNYC WATER BOARDONEPOINT TECHNOLOGIES, INC.Pacific Gas & Electric CoPEOPLES ENERGY SERVICES CORPPhiladelphia Electric CoPHILADELPHIA GAS WKSPHILADELPHIA SUBURBAN WATER COPIEDMONT NAT GAS COPotomac Electric Power Co (PEPCO)PSEGLIPublic Service Electric & Gas CoREDFORD TOWNSHIP WATER DEPTREPUBLIC SERVICES OF FLORIDA,RICHMOND, CITY OF (VA)Rochester Gas & Electric CorpROCKY MOUNT, CITY OF (NC)Sacramento Municipal Util DistSEWERAGE & WATER OF NEW ORLEANSOUTHERN CALIFORNIA EDISONSOUTHERN CONNECTICUT GAS COTECO PEOPLES GASToledo Edison



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TRENTON WATER WORKS #241TXU ENERGY SERVICESUnited Illuminating CoUNITED WATER NEW JERSEYUTILITY RECOVERY SYSTEMS, INC.

VERIZONVERIZON BUSINESS (MCI)VIRGIN ISLANDS WATER & POWERWASHINGTON GASWASHINGTON SUBURBAN SANITARYWASTE MANAGEMENT INCWATER REVENUE BUREAUWisconsin Electric Power Co

Insurers

ACE American Insurance Company

Chubb Group of InsurancePhiladelphia Indemnity Insurance CompanyAmerican Guarantee and Liability Insurance Co.Federal Insurance Co.First AmericanNational Union Fire Insurance Company of Pittsburgh, PA (Chartis)SPARTA Insurance CompanyThe HartfordTravelers Casualty & Surety Company of AmericaZurich American Insurance Company

United States Bankruptcy Judges for the District of New Jersey

Hon. Gloria M. BurnsHon. Donald H. StreckrothHon. Christine M. GravelleHon. Judith H. WizmurHon. Kathryn C. FergusonHon. Michael B. KaplanHon. Novalyn L. WinfieldHon. Rosemary Gambardella

United States Trustee for Region 3

Office of the United States Trustee for the District of New Jersey (Region 3)Baker, Frederic J.DeAngelis, Roberta A.Fiorenza, Anne K.Martha HildebrandtSisca, Joseph S.



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PwC or its affiliates currently perform, or have previously performed, services in mattersunrelated to these chapter 11 bankruptcy cases for the following individuals or entities or haveother relationships with such entities, such as banking relationships:

RELATIONSHIPS KNOWN AS OF March 5, 2014:

(Attached as table, with the subtitles referring to the categories used by the Debtors)

Debtors

AS IP Holdings, Inc.Ashley Stewart Holdings, Inc.NAS Gift LLCNew Ashley Stewart, Inc.

Debtors Affiliated Entities/Former EntitiesAS Gift Company, Inc.

Officers

Abate, Michael A.Rhee, James

Former Officers

Clancy, M. CeciliaFeldman, StephenLaForgia, Cosmo

Weil, Laura

DirectorsBrown, A. DavidKahn, MatthewMiller, Alan B.Suval, Helaine

Former DirectorsClancy, M. CeciliaDworkin, Jamie

Kehler, DeanRhee, JamesStrasser, Scott

Current and Former Equity Security Holders

1903 Equity Fund, L.P.1903 Co-Investor, L.P.Abate, Michael



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Brown, A. DavidCIBC Employee Private Equity Fund Trimaran PartnersCIBC Capital CorporationChan, JohnClancy, M. Cecilia

Gaskins, Kristen T.Giantomenico, JamesLaForgia, CosmoTrimaran Capital, L.L.C.Trimaran Fund II, LLCTrimaran Fund Management L.L.C.Trimaran Parallel Fund II, L.P.

Current and Former Lenders and Noteholders1903 Co-Investor, L.P.1903 Equity Fund, L.P.

Abate, MichaelBrown, A. DavidChan, JohnCIBC Capital CorporationCIBC Employee Private Equity Fund Trimaran PartnersClancy, M. CeciliaGaskins, Kristen T.LaForgia, CosmoSalus Capital Partners, LLCTD Bank, N.A.Trimaran Capital, L.L.C.Trimaran Fund II, LLCTrimaran Fund Management, L.L.C.Trimaran Parallel Fund II, L.P.

Current and Former Restructuring Professionals and Investment BankersBDO USA, LLPBMC Group, Inc.Cole, Schotz, Meisel, Forman & Leonard P.A.Curtis, Mallet-Prevost, Colt & Mosle LLPDuff & Phelps Securities, LLCPricewaterhouseCoopers LLPPrime Clerk LLC

Counsel for Prepetition Secured Creditors360 Merchant Solutions LLPChoate, Hall & Stewart LLPDentonsLowenstein Sandler LLPOtterbourg, Steindler, Houston & Rosen, P.C.



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Riemer & Braunstein LLP

Creditors

0508 Charles Mall Co.LP10 Fairway, LLC

11010 7th Ave Investments,LLC216-220 West 125th St LLC360 Stratford Heights Assoc LL4671 River Oaks Center4828 Livingston Mall4831 Northlake Mall8735 Highland Lakes Center9445 Richmond Town Square MallA.B.N IncAbate, MichaelAbsolute Angel Inc

Absolute Packaging & SupplyAbsolute Shredding LLCAccent Accessories LLCACKLINIS YONKERS REALTY, LLCAdorn Fashions, IncADP IncADT Security Systems, IncAdvanced Direct, IncAirtron Technolgy, IncAlbany Mall LLC.Alex's Dairy, IncAmerican AttitudesAmerican vending & coffeeAMICI IncAmiee lynn inc.Amy MintzAPC Postal LogisticS, LLCAPL Logistics (ACS)Arbor Place II, LLCAssociated Fire ProtectionAt Last Sportswear, INCAT&TAtlantic City Associates LLCBaltimore County MarylandBaltimore Director of FinanceBank of America Merchant ServiBawabeh BrothersBay Plaza Community Center LLCBDO USA, LLPBellissima Accessories LTD



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Belmont Shopping CenterBeltway Plaza Merchant's AssocBernstein Management CorpBialow Real Estate, LLCBlue Cast Denim Co.Inc.

Blue Dot SafesBMGM CompanyBMHC Downtown Devep Assoc.Bollinger Insurance SolutionsBoom-Boom JeansBossong HosieryBowie Mall Company,LLCBrandon Thomas Designs Inc.Brinco Mechanical ServiceBrooklyn Kings Plaza LLCBroward Mall

By Design LLCCanon Business Solutions-Canon Financial Services, IncCapri Urban Baldwin, LLCCarole Wren Inc.Caseyville TownshipCass New York Inc.Casual Cool IncCB Chicago Partners, LTD.CBL/ Columbia Place, LLCCentral Harlem Ptnsp Plaza,LLCCertegy Check Services IncCharles Dunn Res,Inc Trust A/CChemtec, Pest Control Corp.Cherry Hill Center LLCCiber, Inc.Cigna HealthcareC-III, PWR18, Southlake MallCinema Veterans LLCCintas CorporationCity of ChicagoCity of ColumbiaCity of DetroitCity of HyatsvilleCity of New OrleansCity of PhiladeLPhiaCity of Savannah(AS407)City of YonkersClothing Illustrated/LoveClues Fashion



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Cocomo ConnectionCohen/Jemal Partnership LLCContra Costa CountyCopesan ServicesCorporate Services Consultants

County of HenricoCounty of SacramentoCozen O'connorC-quest Inc Dba Only NineCross Creek Mall Spe, L.P.Crossings Shopping Center L.P.Crown Commercial Real EstateCulver Center PartnersCulver CityCyrusD & A Industries, Inc.

D.H. Realty Holdings, LLCDamselle LtdDatavantage CorporationDavid RussDDRTC Fayette Pavilion IIIDeja BleuDeltacomDesign Network Inc.Dk Selections LLCDo It Outdoors Media, LLCDoLPhin Forwarding, IncDoLPhin Plaza,Pw, LPDorothy Combs Models IncDorr Collingwood, LLCDouble Take Fashions,IncDreamwear IncDutch Square LLCEast Coast Packaging Co IncEast Lake Mgmt & DevelopmentEastgate Center LLCEastover Plaza Improvements LlEcova, Inc.Egm, LLCEmanuel Geraldo AccessoriesEmcon Associates IncEmma's ClosetEnvy Clothing, Inc.Esplanade Mall Limited PartnerExperian Marketing SolutionsF.S.I. - Fort Lauderdale, Inc.



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Facility Solutions GroupFairlane Town CenterFame Fashion House LLCFashion Blue Inc.Fashion River Co. Ltd

Federal Express CorpFedex Freight East (AmericanFiesta Jewelry CorpFinance CommissionerFinesse Novelty IncFirst American Property &First Insurance Funding CorpFleming's Transp Co IncFlorida PowerFord Glory Inc. Dba Karma BlueForest City Management, Inc

Forest Park Plaza, LLCForte Plumbing & Heating Inc.Frazier Clothing Co.Fujitsu America, Inc.G neil CompaniesG4s Compliance & InvestigationGalileo Ga Apollo Ii Sub, LLCGarda GlobalGardere Wynne Sewell LLPGary Sanitary District (364)Gateway Arthur Inc.Gateway Retail Center, LLCGb Mall Limited Partnership,LPGeorgia Department Of RevenueGK Trading Inc. DbaGlenwood Crossing LLCGolden Too, Inc.Good Hope Marketplace LPGoogle Inc.Governors Square, LLCGreece Ridge, LLCGretna Realty Associates, LLCHarkham Industries, IncHarkham Industries, Inc.Hartz Metro Leasehold I LLCHawthorne PlazaHendon Golden East, LLCHigh AccessoriesHighway Jeans Div Louise ParisHilltop Mall



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HRDIRECTHSG Macon Mall, LLCHudson Associates LimitedIce/new Vision ApparelIllinois Department Of Revenue

Inland American Retail Mgmt LlIntimateco LLCInt'l inspirations Dba LuxIntriguing threadsIPM Model Management, LLCIron MountainIvy Chic Apparel Inc.James DesouceyJava Clothing CompanyJaxi's Ii Inc.JBCSTYLE

JDA Software IncJefferson County EducationalJersey Elevator Co., IncJG Elizabeth Ii, LLCJG Winston-Salem, LLCJNS Fashions, LLCJubilee Christian ChurchJulio RodriguezKaktus SportswearKbl Group International Ltd.Kdi Atlanic Mall LLCKeystone Plaza AssociatesKimco Realty CorporationKing Associates, Ltd PTNRLa FiorentinaLamar Crossing Shopping CenterLane CrawfordLany Group, LLCLauderhill Mall Investment,LLCLbubs 2006-c3 7839 Mall, LLCLC e. Orange Shopping Center,Leather Garment Inc.Leg Resource IncLes Vetements Multiwear Inc.Levin Management CorporationLH Development LLCLightman South Lake CompanyLinda MaloneLindell Market Place, L.P.Linder Ventures Iv, LLC



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Linkedin CorporationLouise Paris LtdLouisiana Department Of RevLP Software IncLTM Director LLC Marais

Lucas PicturesM & A Clothing Company LLCM&t Logistics, Inc.Mad Clothing Apparel, LtdMainetti GroupMango USAMann NanceMap Eastwood LLCMarcus & Son RealtyMario's Express ServiceMark IV Transportation

Marketplace @ Hollywood Pk, LPMarlow Heights Shop Ctr LPMaryland Crossing Realty LLCMatanky Realty GroupMattone Group Springex, LLCMaverick Management Corp.Max Imports IncMayer Berkshire CorpMe Fashion Inc.Meadownlands TaxiMega Wear Inc.Merchant Electrical & LightingMetro Door IncMetrographicsMHC Software, Inc.Michael McmillanMichelin Star Inc.Mid-America Asset Management,Midyan Gate Realty No. 2, LLCMillenium ClothingMinns, AshleyMiss SportswearMister NoahMisty MerriweatherModel T Plaza Associates, LLCMondawmin-Vck, IncMoore, TanishaMorris Prop Mgmt- The Hub, LLCMystic Weaves, U.S.A. Inc.Nakia Keishanee' Williams



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National Management Systems,Native Group InternationalNatural Collection Corp.Nes GroupNesctc Security

New Eastland Mall DeveLPr LLCNew Land FashionNew York American Water (N102)Newport Apparel, Inc.Next Generation Fulton LLCNext Station Apparel Inc.Nissan Motor Acceptance Corp.Nok NokNorma h Stevenson FormelNorth Riverside Park Assoc,LLCNorthgate Mall Durham, LLC

Northland Center Michigan, LLCNorthpark Mall LimitedNorthwoods Mall Cmbs, LLCOgelthorpe Mall, LLCOk Originals LtdOrkin Exterminating Co IncOxygen IncPacific Group ApparelPacific Legwear, IncPat Rego Inc.Patrick BernardPC MallPerfect ImagePermagraphics, Inc.Peter E. Ambrose, Inc.Pierre Bossier MallPierre, MaryPr Gallery I Ltd PartnershipPr Prince Georges Plaza, LLCPremier SignPremium Assignment CorporationPride & JoyPrimestor 119, LLC DbaPrince George's CountyPrincipal Life Ins Co-025110ProdataPromises Dba Star VixenQuinnergy LLCR.M RichardsRaceway Land Development LLC



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Ral Realty CoRamco Jacksonville LLCRamco-Gershenson Properties LPRedford Township Water DeptRegency Centers, LP

RJBSRobyn G AccessoriesRodes LogisticsRonnie & NicoleRothstein Family LtdRpai Us Management LLCSand K, Inc.Sansone Plaza On The BoulevardSanta Fe ApparelSasha Handbags, IncSawitz Store Fixture, Inc.

SC Greenville Woods CrossingSchindler Elevator CorporationSchultz. Greg MSeat Pleasant Commercial LLPSec Clark & Howard, LLCSec. Square Holding LLCSevarance Spr Leaseco, LLCSeven Grand Associates, Ltd.Sewerage & Water Of New OrleanSfi Ford City - Chicago LLCShalom InternationalSherman Plaza ReceivershipShopper Trak RctSnip Snap App LLCSoho Apparel Ltd.Solarwinds Inc.Sonny's A/C & Refrif ServicesSophie BellefleurSouthgate Center AssociatesSouthland Mall Properties, LLCSouthland Mall ShoppingSouthland Mall, L.P.Southland Terrace Shopping CtrSpanx, Inc.Spectrum Distributors, Inc.Spencer Technologies IncSPS Commerce, Inc.St. Clair Square Spe, LLCStanley Convergent SecuritySteffany Allen



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Sterient Technology CorpStony Leather,Inc.Dba StonyStraw Studios LLCStudio 8 Fashion Corp.Sublime Apparel International

Sunny Isle Developers LLCSunny Isle Shopping CenterSunset West InvestmentsTcci Broad Street, LLCTd BankTelecheck Services, Inc.Tenalok Partners LtdTeneco IncThe Centre At Forestville LLCThe Jay Group Inc.The O'keefe Group, Inc.

Tian Hui Garment (Usa) LtdTimeless Fashions LLCTrinity Warranty Corp DbaTrinity Warranty Solutions LLCTroyk Printing CorpTru Fragrance & Beauty LLCTrue Love AccessoriesTrue, Inc.Two-One-Two New York IncU.K.Lasalle,Inc-Cumberland MalUline IncUnion Apparel Group, LtdUnion VF LLCUnited Team, Inc.Ups FreightUs Virgin IslandsUsr-Desco City Plaza, LLCUsr-Desco University CityValley Stream Green Acres LLCVault Sportswear IncVerizonVillage Office SupplyVolumecocomo Apparel, Inc.Wageworks, Inc.Walton Media, Inc.Washington Suburban SanitaryWaste Management Inc.Waterfall Mobile, Inc.Waverly Commons, LLCWayne, Christan L



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We Do CommerceWellmakara LLCWestview Center Associates L.CWilkinson Crossing, LLCWings Manufacturing Corp

Wis InternationalWisconsin Department Of RevWonjon, P.C.Wr 9000Wri Camp Creek Marketplace LLCWri/texla, LLCYahoo! Inc.Zanadi

Counterparties to Real Property Leases

10 Fairway LLC

11010 7th Ave Investments LLC208 West 125th Street Associates LLC360 Stratford Heights Associates LLC91-14 Merrick Boulevard LLCAAC Management CorpAcklinis Yonkers Realty, LLCAddison Plaza II Associates, LLCAlbany Mall LLCArbor Place II, LLCAronov Realty Management Inc.Atlantic City Assoc, LLCBawabeh BrothersBay Plaza Community Center, LLCBDC LEXINGTON LLC.Belmont Shopping CenterBelz Investco GPBerkshire West 87th Street, LLCBLDG-ICS Olney LLCBMHC Downtown Associates LLCBowie Mall Company LLC.Brixmor GA Apollo II Sub LLCBrixmor Property Group Inc.Brooklyn Kings Plaza, LLCBroward Mall, LLCCanterbury Plaza Properties LtdCapital Centre LLCCapri Urban Baldwin LLCCBL/Columbia Place LLCCentral Harlem Partnership Plaza, LLCCentro NP Holdings 12 SPE LLC



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Century Plaza LLCCharles DunnCharles Mall Company, LPCherry Hill Center, LLCChicago Building LLC

C-III Asset Management LLCC-III, PWR18, Southlake MallCohen/Jemal Partnership LLCCole MT Richmond VA LLCCole Real Estate InvestmentsCole Taylor Bank, as trusteeCommunicty Development Corporation of Kansas CityCross Creek Mall SPE L.P.Crossing at Halls Ferry, LLCCulver Center Partners Georgia LLCCulver City Mall LLC

Cumberland Mall, LLCDH Realty Holdings, LLCDolphin Plaza PW LPDoor Collingwood, LLCDutch Square Limited Liability Co.East Orange Urban Renewal Associates, LPEastex VentureEastgate Center LLCEastLake Management and Development Corp.Eastover Associates Limited PartnershipEastpoint Partners, LPEdgewood Station LLCEsplanade Mall Limited PartnershipFC Quartermaster Associates, LPFederal Realty Investment TrustFlorin Associates LLCFox Valley/River Oaks PartnershipFP Southway LLCGateway Arthur Inc.Gateway Center Economic DevelopmentGateway Retail Center LLCGB Mall Limited Partnership, LTDGentilly Shopping Center LLCGlenwood Crossing LLCGood Hope Marketplace LPGovernor's Square Station LLCGreece Ridge, LLCGreenbriar Mall (2006) LLPGretna Realty Associates LLCHarvey Property Management Co Inc.



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Hendon Golden East, LLCHighland Lakes Center, LLCHSG Macon Mall LLCHudson Associates Limited PartnershipInland American Baton Rouge Seigen, LLC

Inland Diversified Dallas Wheatland LLCInland Southeast Fayette I & II LLCInland Western Chicago Ashland LLCInland Western Milwaukee Midtown, LLCJG Elizabeth, II LLC.JG Winston Salem, LLCJubilee Christian Church International, Inc.Keystone Plaza AssociatesKIMCO Baton Rouge 1183, LLC.Kimco Realty CorpKing Associates Ltd Partnership

KIR Agusta II LPLa Caranda Limited PartnershipLafayette Square Shopping Center LLCLamar Crossing Shopping Center Equities LLCLauderhill Mall Investment LLCLevin Properties, LPLH Development LLCLightman South Lake Co. LLCLindell Marketplace, LPLinder Venture IV LLCLivingston Mall VentureMain/OST, LTDMarcus & Son Realty LLCMarketplace at Hollywood Park LPMarlow Heights Shopping Center, LPMarylnd Crossing, LLCMatanky Realty Group IncMattone Group Springnex LLCModel T Plaza AssociatesMonarch, Inc.Mondawmin Business Trust / General Growth PropertiesNAP Camp Creek Marketplace II, LLCNew Eastland Mall Developer LLCNext Generation Fulton, LLCNorth Riverside Park Associates, LLCNorthgate Mall Durham LLCNorthlake Mall LLCNorthland Center Michigan, LLCNorthline Commons LLCNorthpark Mall LTD Partnership



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Oglethorpe Mall, LLCPierre Bossier Mall LLCPosel Station Associates LLCPotsmouth Associates LLCPR Prince Georges Plaza LLC

PreitPrimestar 119, LLCRaceway Land Development LLC.Ral Realty CoRamco Fairlane, LLC - Fairlane MeadowsRamco Jacksonville, LLCRegency Centers, LPRichmond Town Square Mall LLCRothstein Family LTDS/C B&C Hemp LLCSansone Plaza on the Boulevard, LLC

SC Greenville Woods Crossing LLCSec Square Holding LLCSeven Grand Associates, LTDSeverance SPE Leaseco, L.L.C.SFI Ford City -Chicago LLCSG USA LtdSouthland Mall Properties, LLCSouthland Mall Shopping Center LLCSouthland Mall, LP / Rouse PropertiesSouthland Terrace Shopping Center, LLCSouthtown Shopping CenterSt Clair Square SPE, LLCStonecrest Mall SPE, LLCStony Island LLCSunny Isle Developers LLCSunset West InvestmentsSurrey Fondren Investors LLCTCCI Broad Street LLCThe Centre at Forestville LLCThe Forest Park Plaza, LLCThe Taubman CompanyThor Cheltenham Mall, LPTHOR Gallery at Military Circle LLCTKG Southeast Market Center Development LLCUnion VF, LLCUSR-Desco City Plaza LLCUSR-Desco University City Square LLCValley Stream Green Acres LLCWaverly Commons, LLCWC North Oaks Houston LP



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Walpert Industries Inc.Wellmakara, LLCWesGold, LLC.Westview Center Associates LCWharton Properties

Wilkinson Crossing, LLCWolfson Verrichia Group, IncWRI/TEXLA, LLC

Depositing Banks

Banco PopularBank of AmericaBB&TBeneficial Savings BankCapital OneChase

CitibankFifth Third BankFirst Midwest BankFirst Tennessee BankHarris BankHuntington BankKey BankM&T BankPNC BankRegions BankSovereign BankSuburban Bank & TrustSuntrust BankTCF BankTD BankU.S. BankWells FargoWoodforest Natl Bank

Utilities

AEP Columbus Southern Power CoALABAMA GAS CORPAlabama PowerALBANY, CITY OF (GA)AMERENAMEREN IP/AMEREN ILLINOISAQUA PENNSYLVANIAAT&TAtlantic City Electric CoATMOS ENERGY



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AUGUSTA UTILITIES DEPARTMENTBaltimore Gas & ElectricBROADVIEW NETWORKSCABLEVISION LIGHTPATH INC.CASEYVILLE TOWNSHIP

Citizens Energy GroupCITY OF CALUMET CITYCITY OF DEARBORN WATER & SEWERAGECITY OF DETROITCITY OF FORT WORTH (281)CITY OF GREENSBOROCITY OF GRETNACITY OF HOUSTONCITY OF LATHRUP VILLAGECITY OF LAUDERHILLCITY OF NORTH MIAMI BEACH

CITY OF SAVANNAH(AS407)Cleveland Electric Illum CoCOGENT COMMUNICATIONS, INC.COLUMBIA GAS OF OHIOCOLUMBIA GAS OF VIRGINIACOLUMBUS CITY TREASURERCommonwealth Edison Co (ComEd)Consolidated Edison Co-NY IncConsumers Energy Co (MI)CORPORATE SERVICES CONSULTANTSCoweta-Fayette El Member CorpDALLAS WATER UTILITIESDELTACOMDEPENDABILL SOLUTIONSDIRECT ENERGY BUSINESS SERVICESDIRECTVDominion East OhioDominion Virginia PowerDTE EnergyDUKE ENERGY CODuke Energy/33199Duquesne Light CoEARTHLINK NETWORK, INCEAST POINT, CITY OF (GA)Elizabethtown Gas (NJ)ENERGY SOLVE (NJ)Entergy Gulf States, IncEntergy Louisiana, IncEntergy Mississippi, IncEntergy New Orleans, Inc



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FIRSTENERGY SOLUTIONSFlorida Power & Light CoGARY SANITARY DISTRICT (364)GAS SOUTHGEORGIA NATURAL GAS SERVICES

Georgia Power CoGLOBAL CROSSING CONFERENCINGGREENVILLE WATER SYSTEMHAYWARD WATER SYSTEM-STORE#420INDIANA AMERICAN WATER (364)Indianapolis Power & Light CoINNOVATIVE TELEPHONEJacksonville Electric AuthKansas City Power & Light CoLACLEDE GAS COLIBERTY POWER CORP

LOS ANGELES DEPT OF WTR & PWRLouisville Gas & Electric Co (KY)LOUISVILLE WATER COMPANYMARKHAM WATER DEPARTMENT(378)MEMPHIS LIGHT GAS & WATER - MLGWMETROPOLITAN ST.LOUISMETTELMIAMI DADE WATER & SEWER DEPTMISSOURI AMERICAN WATER (A373)MONTGOMERY WATER COMPANYNATIONAL GRIDNEW YORK AMERICAN WATER (N102)NICOR GASNORTHEAST REGIONAL (175)Northern Indiana Pub Serv (NIPSCO)NSTARNYC WATER BOARDONEPOINT TECHNOLOGIES, INC.Pacific Gas & Electric CoPEOPLES ENERGY SERVICES CORPPhiladelphia Electric CoPHILADELPHIA GAS WKSPHILADELPHIA SUBURBAN WATER COPIEDMONT NAT GAS COPotomac Electric Power Co (PEPCO)PSEGLIPublic Service Electric & Gas CoREDFORD TOWNSHIP WATER DEPTREPUBLIC SERVICES OF FLORIDA,RICHMOND, CITY OF (VA)



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Rochester Gas & Electric CorpROCKY MOUNT, CITY OF (NC)Sacramento Municipal Util DistSEWERAGE & WATER OF NEW ORLEANSOUTHERN CALIFORNIA EDISON

SOUTHERN CONNECTICUT GAS COTECO PEOPLES GASToledo EdisonTRENTON WATER WORKS #241TXU ENERGY SERVICESUnited Illuminating CoUNITED WATER NEW JERSEYUTILITY RECOVERY SYSTEMS, INC.VERIZONVERIZON BUSINESS (MCI)VIRGIN ISLANDS WATER & POWER

WASHINGTON GASWASHINGTON SUBURBAN SANITARYWASTE MANAGEMENT INCWATER REVENUE BUREAUWisconsin Electric Power Co

Insurers

ACE American Insurance CompanyChubb Group of InsurancePhiladelphia Indemnity Insurance CompanyAmerican Guarantee and Liability Insurance Co.Federal Insurance Co.First AmericanNational Union Fire Insurance Company of

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