1 

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Richmond Division

In re: Le Tote, Inc., et al.,1

 Case No. 20-33332-KLP

 Chapter 11

 Debtors. Jointly Administered

MEMORANDUM OPINION

Before the Court is the motion of Wilmington Trust, National Association 

(the “Trust”)2 for the entry of an order “[e]stablishing standing to compel payment 

of rent and to assert related rights under and with respect to master lease” (the 

“Motion). The Trust is the holder of an $846,000,000 commercial mortgagebacked securities loan (the “Loan”) made to, among others, twenty-four landlords 

(the “L&T Landlords”)3

 of Lord & Taylor (the “Debtors” or “L&T”).4 The Motion 

seeks to establish the Trust’s standing, as third party beneficiary, to compel the 

Debtors to pay all rents and other sums due the L&T Landlords under a single 

1 The jointly administered debtors are LT Card Company LLC, Case No. 20-33328-KLP; French Tote LLC, Case 

No. 20-33329-KLP; Le Tote, LLC, Case No. 20-33330-KLP; Lord and Taylor LLC, Case No. 20-33331-KLP; and 

Le Tote, Inc, Case No. 20-33332-KLP. The lead case is Le Tote, Inc., and the docket of each of the cases bears the 

notation that “[t]he docket in Case No. 20-33332 should be consulted for all matters affecting these cases.” 

2 The Trust is trustee for Holders of Hudson’s Bay Simon JV Trust 2015-HBS, Commercial Mortgage Pass-Through 

Certificates, Series 2015-HBS, acting by and through Situs Holdings, LLC, its special Servicer.

3 The twenty-four landlords are LT Eastchester LLC, LT Ridgewood LLC, LT Stamford LLC, LT Westfield LLC, 

LT Garden City LLC, LT Bridgewater LLC, LT King of Prussia LLC, LT Fair Oaks LLC, LT Freehold Raceway 

LLC, LT Rockaway Town LLC, LT Willowbrook LLC, LT Woodfield LLC, LT Twelve Oaks LLC, LT Columbia 

LLC, LT Walden Galleria LLC, LT Quakerbridge Leasehold LLC, LT Garden State Leasehold LLC, LT Walt 

Whitman Leasehold LLC, LT Burlington Leasehold LLC, LT Livingston Leasehold LLC, LT Braintree Leasehold 

LLC, LT Natick Leasehold LLC, LT Bay Shore Leasehold LLC, and LT Northbrook Leasehold, LLC.

4 The Motion seeks recovery against “Lord & Taylor,” which is not a named debtor in these proceedings. As the 

Master Lease at issue is between the twenty-four landlords and Lord & Taylor LLC, the Court will construe the 

Motion as seeking to establish standing to recover against Lord & Taylor LLC. However, as this is a jointly 

administered case, the Court will refer to the respondent(s) as “Debtors” or “L&T,” as that term is used by the 

parties.

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master lease (the “Master Lease”) that serves as collateral for the Loan. The 

Motion is opposed by the L&T Landlords5 and the Debtors. For the reasons stated 

below, the Motion will be denied.

Jurisdiction and Venue

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 

§ 1334 and 157(a) and the general order of reference entered by the U.S. District 

Court for the Eastern District of Virginia on August 15, 1984. This matter is a core 

proceeding within the meaning of 28 U.S.C. §157(b)(2). Venue in this Court is 

proper pursuant to 28 U.S.C. §1408.

Facts

L&T leases each of twenty-four stores from the L&T Landlords pursuant to 

the Master Lease.6 The Trust is not a party to the Master Lease. With respect to 

L&T’s payment of rent, the Master Lease provides in Section 3.1(a) and (b) as 

follows:

(a) Tenant will pay to Landlord in lawful money of the 

United States of America which shall be legal tender for 

the payment of public and private debts, at Landlord’s 

address set forth on Exhibit G hereof or at such other place 

or to such other Person (subject to Section 3.1(b) and 

Section 3.1(c)) as Landlord from time to time may 

5

Specifically, one objection to the Motion has been submitted jointly by Hudson’s Bay Company ULC, HBC US 

Holdings Inc., and HBC US Propco Holdings LLC (collectively, “HBC”), HBS Global Properties LLC (“HBS”), 

and the wholly-owned subsidiaries of HBS that are the landlords for 28 of the 38 L&T stores, including the twentyfour L&T Landlords. (ECF 353).

6 ECF 157, #10.

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designate in a Notice, all Rent contemplated hereby during 

the Term on the basis hereinafter set forth. 

(b) Rent shall be payable by wire transfer or ACH transfer 

(or other electronic transfer method) in accordance with 

routing and payment instructions provided by Landlord. 

The L&T Landlords are part of a consortium of landlords that are borrowers 

under the Loan. The original lenders were JPMorgan Chase Bank, N.A., Column 

Financial, Inc. and Bank of America, N.A. (collectively, the “Original Lenders”). 

The Original Lenders and borrowers executed a loan agreement (the “Loan 

Agreement”) on July 22, 2015.7 Deeds of Trust, Assignments of Leases and Rents, 

Security Agreements and Fixture Filing (collectively, the “Deeds of Trust”) were 

also executed for the benefit of the Original Lenders to secure the Loan. L&T is 

not a party to the Loan Agreement or the Deeds of Trust.

As part of the loan transaction, L&T, as tenant, executed a Subordination, 

Non-Disturbance and Attornment Agreement dated July 22, 2015 (the “SNDA”) 

with the Original Lenders.8 Under the SNDA, L&T acknowledged that the Loan is 

secured in part by certain first priority fee or leasehold mortgages and by the Deeds 

of Trust encumbering the twenty-four locations, and it agreed to subordinate the 

Master Lease to the Loan. In return, the Original Lenders agreed to grant nondisturbance to L&T under the Master Lease. Among other provisions, the Master 

7 ECF 157, #1.

8 ECF 157, #9.

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Lease prohibits L&T and the L&T Landlords from amending or modifying the 

Master Lease in violation of the Loan Agreement.

Section 4(a) of the SNDA specifies that: “Landlord hereby instructs Tenant, 

and Tenant hereby covenants and agrees, to pay all rents, additional rents and all 

other sums due to Landlord pursuant to the Lease to [a specified bank] account via 

electronic funds transfer. . . ” (the “Lockbox”). In § 9 of the SNDA, the term 

“Landlord”, as it is used in the agreement, is defined as “the present landlord under 

the [Master Lease] and such landlord’s successors in interest under the [Master 

Lease], but shall not mean or include the Lender.” Section 35.2 of the Master 

Lease provides that L&T “shall not take any action if such action would constitute 

a violation, breach or default of any of the terms of the Current Loan Documents; 

provided, that, [L&T] shall not be required to fulfill any of [the L&T Landlords’] 

direct obligations under the Current Loan Documents, including, without 

limitation, the obligation to make payments of debt service or any other obligation 

that does not directly relate to leasing and operating the Demised Premises.” In 

November 2015, the Original Lenders consummated a securitization of rated 

securities secured by the Loan and assigned their right, title, and interest in and to 

the Loan to the Trust.

Pursuant to § 4 of the SNDA, L&T agreed that all rents under the Master 

Lease would be paid directly to the lender-controlled Lockbox. From inception of 

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the Loan through March 2020, all rent that became payable under the Master Lease 

was paid to the Lockbox.

In 2019, HBC9 sold L&T to Le Tote.10 As part of the sale transaction, HBC 

Propco, HBC’s subsidiary, agreed in favor of Le Tote to pay rent due under the 

Master Lease for the twenty-four L&T stores at issue for a period of three years.11

The Trust was not a party to the sale or the rent payment agreement.

In April of this year, L&T defaulted on paying rent under the Master Lease. 

No rents have been paid since then, either by the Debtors or HBC Propco. As a 

result, the L&T Landlords defaulted on the Loan, and the Loan was subsequently 

accelerated. The Trust has not initiated foreclosure proceedings on the Loan nor 

has it sought the appointment of a receiver in state court.

Analysis

In its Motion, the Trust offers various theories to establish standing to 

enforce the payment obligations under the Master Lease. First, in recognition that 

the Trust is not a party to the Master Lease, it asserts that the SNDA creates an 

independent payment obligation of L&T to pay rent directly to the Trust. Section 

4(a) of the SDNA, upon which the Trust relies in advancing its argument that 

privity of the obligation to pay rent exists between itself and L&T, states that 

9 HBC is the majority owner of HBS, which, in turn, owns the L&T Landlords.

10 Asset Purchase Agreement, ECF 166, #9. 11 The Trust speculates that HBC may have an incentive to cause the L&T Landlords to collude with L&T to the 

detriment of the Trust; however, no evidence of collusion was presented.

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payment of any rent obligations “due to the [L&T Landlord(s)] pursuant to the 

[Master Lease be made] to [a specified lockbox] . . . .” HBC and the Debtors 

counter that this language provides only the mechanism for payment of rent but 

does not establish an independent right for the Trust to stand in the shoes of the 

L&T Landlords or otherwise demand payment under the Master Lease. See, e.g., 

CWCapital Asset Mgmt. LLC v. Chicago Props., LLC, No. 07 C 5029, 2009 WL 

2972473, at *2 (N.D. Ill. Sept.11, 2009), rev’d on other grounds, 610 F.3d 497 (7th 

Cir. 2010) (execution of an SNDA did not vest lender with substantive rights to 

enforce its borrower’s lease). The Court agrees with HBC and the Debtors.

The Master Lease, the only document under which L&T is obligated to pay 

rent, states clearly that L&T has no direct obligation to the Trust. Section 35.2 of 

the Master Lease states that L&T “shall not be required to fulfill any of [the L&T 

Landlords’] direct obligations . . . including, without limitation, the obligation to 

make payments of debt service . . .” to the Trust. Here, the Master Lease payments 

that the Trust seeks to recover from L&T represent debt service that L&T is 

expressly not obligated to pay to the Trust. L&T’s obligation under the SNDA to

pay rent to the Lockbox applies only to the extent rents are “due to the Landlord.” 

As further evidence that the Trust may not demand payment from L&T under the 

Master Lease, the SNDA expressly defines Landlord as “the present landlord under 

the [Master Lease] . . . but shall not mean or include Lender.” (emphasis added).

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The SNDA does not amend the language of the Master Lease by creating a

separate, enforceable obligation to pay rent to the Trust; rather, it only requires that 

any rent paid be remitted via the Lockbox.

Next, the Trust asserts that it has rights as third party beneficiary of the 

Master Lease that grant it the authority to enforce the Master Lease against L&T. 

In doing so, the Trust points to language in Article XXXV of the Master Lease that 

requires L&T to take no action that would constitute a violation of the terms of the

loan documents between the Trust and the L&T Landlords including specific 

prohibitions against modifying the Master Lease. See §§ 35.2, 35.19 of the Master 

Lease. Nothing in Article XXXV, nor elsewhere in the Master Lease, confers any 

right to the Trust to demand payment of rent. The rent provisions in the Master 

Lease are contained in Article III, which expressly includes the right of the L&T 

Landlords under Section 3.2(b) of the Master Lease “to change the payment date of 

the monthly installments of Fixed Annual Rent.” Again, the Trust is obfuscating 

its right to collect loan payments from the L&T Landlords with the exclusive right 

of the L&T Landlords to collect rent from L&T.

The parties agree that New York law governs the Master Lease. New York 

law permits third parties to enforce a contract in two situations: (1) “when the third 

party is the only one who could recover for the breach;” or (2) “when it is 

otherwise clear from the language of the contract that there is an intent to permit 

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enforcement by the third party.” Dormitory Auth. of N.Y. v. Samson Constr. Co.,

94 N.E.3d 456, 30 N.Y.3d 704, 709 (2018) (internal citation omitted). Neither of 

those circumstances is present here. The Master Lease expressly provides rights to 

the L&T Landlords, not to the Trust, in the event of a breach, and the Master Lease 

does not include language demonstrating any intent, express or implied, to permit 

enforcement by the Trust. Article XXXV of the Master Lease affords certain 

protections to the Trust but it does not establish a clear intent to permit 

enforcement by the Trust of L&T’s obligation to pay rent.

New York law places the burden of proof on a party seeking to enforce a 

contract as the third party beneficiary to demonstrate that the contract it seeks to 

enforce was made for its benefit. See Flemington Natl. Bank & Trust Co. (N.A.) v. 

Domler Leasing Corp., 410 N.Y.S.2d 75 (App. Div. 1978), aff’d, 48 N.Y.2d 678

(1979). The Trust has failed to carry that burden. The operative contract is the 

Master Lease, which makes no reference to the Trust, its predecessor, or any 

potential third party beneficiary. The Trust has failed to carry its burden of proof 

and has not demonstrated that it has the right as third party beneficiary to demand 

payment of rent directly from the Debtors.

The Trust also contends that its rights as a secured creditor under the 

Uniform Commercial Code enable it to enforce the L&T Landlords’ rights under 

the Master Lease against L&T. U.C.C. § 9-109(a) provides that Article 9 applies 

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to a transaction “that creates a security interest in personal property or fixtures by 

contract.” U.C.C. § 9-109(a) (Am. L. Inst. & Unif. L. Comm’n 2010). As further 

evidence that Article 9 only applies to security interests in personal property,

U.C.C. § 9-109(d)(11) states that Article 9 does not apply to “the creation or 

transfer of an interest in or lien on real property, including a lease or rents 

thereunder . . . .” U.C.C. § 9-109(d)(11) (Am. L. Inst. & Unif. L. Comm’n 2010).

Thus, a security interest in a real property lease or assignment of rents under a real 

property lease, as in the present case, would typically be excluded from Article 9’s 

provisions. See Resol. Tr. Corp. v. Binford, 114 N.M. 560, 568, 844 P.2d 810, 818 

(1992) (real estate leasehold assigned as security is not subject to Article 9).

The Trust disputes that the UCC is inapplicable by pointing to 

§ 9-109(a)(11)(D), which provides an exception “to the extent that provision [for 

the creation or transfer of an interest in or lien on real property] is made for 

security agreements covering personal and real property in Section 9-604.” The

Trust contends that UCC §9-604 applies because the Master Lease is not only a 

real property lease but is also a contract, and, to the extent it is a contract, it 

contains contract rights and general intangibles. As a consequence, the Trust 

maintains that under § 9-604(a)(1), it may enforce its security interest in these 

intangible contract rights so long as it does not enforce its rights as to the real 

property. The Trust fails to cite any case law to support its argument that, despite 

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§ 9-109(d)(11)’s express exclusion of real property leases “or rents thereunder” 

from the provisions of Article 9, it may nevertheless avail itself of the enforcement 

provisions of UCC § 9-607 in order to compel the payment of rent. The Court 

chooses not to ignore the plain language of §9-109(a)(11) where, as in this case, 

the secured creditor is seeking to collect rents due under a real property lease. 

Because the essence of the Trust’s Motion is to obtain authority to compel payment 

of rent, it has failed to show that the provisions of § 9-604 are applicable.

Therefore, standing is not conferred to the Trust under the UCC.

Finally, the Trust challenges HBC and L&T’s position that the assignment 

of rents provision contained in the Deeds of Trust establishes only a lien on rent 

payments rather than title to the rents.12 Contrary to the Trust’s assertion, HBC’s 

reliance upon In re S. Side House, LLC, 474 B.R. 391 (Bankr. E.D.N.Y. 2012) is

not misplaced. In S. Side House, the court held that the assignment of rents at issue 

provided the lender with a lien on the rents but that “title to the rents remain[ed] 

with the borrower.” Id. at 403.13 Here, as in S. Side House, the assignment of the 

12 In an earlier pleading in connection with the Debtors’ request for rent deferral, the Trust asserted that it has a lien 

on rent payments. ECF 195.

13 In Soho 25 Retail, LLC v. Bk. of Am. (In re Soho 25 Retail, LLC), Adv. No. 11-1286 (SHL), 2011 WL 1333084, at 

*6 (Bankr. S.D.N.Y. Mar. 31, 2011), Judge Lane summarized New York law as follows:

Indeed, the majority of New York state cases are of the view that an absolute assignment is not 

permitted, regardless of the language in the agreement. See, e.g., Lt Propco, LLC v. Carousel Ctr. 

Co., L.P., 68 A.D.3d 1695, 1696 (N.Y.App. Div. 4th Dep't 2009) (“Because New York operates 

under a lien theory as opposed to a title theory with respect to mortgages, the language used in the 

assignment instrument itself is not determinative of what rights are actually transferred.”); Suderov 

v. Ogle, 149 Misc.2d 906, 909 (N.Y.App. Term 1991) (“Whenever property is transferred, no matter 

in what form or by what conveyance, as security for a debt, the conveyance creates a mortgage and 

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Master Lease and any rents due thereunder was for collateral purposes and did not 

transfer the right to collect rents to the Trust.14 Under New York law, the Trust 

does not have title to the rents by virtue of the assignments.

HBC posits that “the outcome of the Motion will determine whether [L&T] 

is currently obligated to pay rent to the [L&T Landlords]—which has offered to 

forbear from enforcing . . . rent obligations during these proceedings to facilitate 

the efficient disposition of this bankruptcy—or to [the Trust] which is effectively 

the landlords’ lender---which did not take any action against [L&T] [sic] prior to 

the parties are subject only to the obligations of a mortgagor and mortgagee.”); Dream Team Assocs. 

v. Broadway City, 2003 N.Y. Slip Op 50894U, 2003 WL 21203342, 2003 N.Y. Misc. LEXIS 592, 

at *6 (N.Y.Civ.Ct. May 7, 2003) (“When a lease is assigned as security for a mortgage, no matter 

what language is used in the instrument of assignment, no transfer of title to the lease can be 

effected.”); Ganbaum v. Rockwood Realty Corp., 62 Misc.2d 391, 393 (N.Y.Sup.Ct.1970) (“[A]n 

assignment of rents clause in a mortgage is not self-executing, but becomes effective only upon 

foreclosure or upon the appointment of a receiver of the rents of the mortgaged property.”). See also 

Mooney v. Byrne, 163 N.Y. 86, 93 (N.Y.1900) (“[A] conveyance, whatever its form, if in fact given 

to secure a debt, is neither an absolute nor a conditional sale, but a mortgage, and that the grantor 

and grantee have merely the rights and are subject only to the obligations of mortgagor and 

mortgagee.”); Carr v. Carr, 52 N.Y. 251, 260 (N.Y.1873) (“[W]henever property is transferred, no 

matter in what form or by what conveyance, as a security for a debt, the transferred takes merely as 

a mortgagee, and has no other rights or remedies than the law accords to mortgagees.”). But see 

Harris v. Lesster, 35 A.D. 462, 467 (N.Y.App.Div.1898), appeal dismissed, 159 N.Y. 533 (1899)

(finding an assignment described as “further security” to be “perfectly compatible” with an absolute 

assignment effectuated prior to the appointment of a receiver); Schlesinger v. Sanford Main 

Shopping Center, Inc., 37 Misc.2d 840, 845 (N.Y.Sup.Ct.1962) (“It has been held that the 

appointment of a receiver or the actual possession of the premises by the mortgagee are not essential 

to effectuate a valid assignment of rents, and that such assignment may be accomplished by special 

agreement.”).

In this case, the Trust did not seek appointment of a receiver nor did it commence foreclosure proceedings prior to 

filing the Motion. Under the majority of New York cases, the assignment, in whatever form, would not transfer title 

to the Master Lease to the Trust. This Court will apply the majority view.

14 The Trust states that the issue is not necessarily one of New York law because there are twenty-four mortgages 

containing rent assignments recorded in nine different states and the law of the state where the respective property is 

located governs each mortgage. However, the Trust has also expressed a concern that the L&T Landlords may 

consent to a resolution on something other than an indivisible, non-severable basis, in violation of the Loan 

Agreement. The Trust fails to reconcile its desire to preserve the non-severability provision with the implication of 

having the Master Lease include leaseholds located in multiple states. Given the non-severability provision in the 

Loan Agreement, the failure of the Trust to seek severance in connection with the Motion and the parties’ choice of 

law provisions, the Court will apply New York law exclusively.

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this proceeding and has not yet even initiated a foreclosure action following an 

alleged event of default on its loan . . . .”15 HBC’s statement perfectly illustrates

the Debtors’ dilemma—who is the proper party with whom to negotiate matters 

concerning the Master Lease? The Debtors plead that they “cannot owe identical 

monetary obligations to two separate and competing creditors,”16 citing 

§ 502(e)(1)(B) of the Bankruptcy Code, 11 U.S.C.§ 502(e)(1)(B), which prohibits

double recoveries.17

Aside from the legal implications, there are significant practical 

consequences when multiple parties compete over control of one side to a dispute. 

A large chapter 11 bankruptcy is generally more likely to be successful when 

parties are able to resolve issues through negotiation rather than by engaging in 

prolonged, extensive litigation. When a landlord seeking to negotiate an 

assumption or rejection of its lease and its lender are unable to agree on the best 

course of action but both claim authority to bind the landlord, the debtor is placed 

15 Memorandum of Hudson’s Bay Company ULC, et al, in Opposition to Wilmington Trust’s Motion, ECF # 353,

p.2.

16 Debtors’ Memorandum, ECF # 358, p, 2. 17 Section 502(e)(1)(B) provides that a court “shall disallow any claim for reimbursement or contribution of an 

entity that is liable with the debtor on or has secured the claim of a creditor, to the extent that . . . such claim for 

reimbursement or contribution is contingent as of the time of allowance or disallowance of such claim for 

reimbursement or contribution.” 11 U.S.C. § 502(e)(1)(B). The goal of Section 502(e)(1)(B) is to prevent 

“redundant recoveries on identical claims against insolvent estates in violation of the fundamental [Bankruptcy] 

Code policy fostering equitable distribution among all creditors of the same class.” In re Caribbean Petroleum 

Corp., No. 10-12553(KG), 2012 WL 1899322, at *2 (Bankr. D. Del. May 24, 2012), aff’d, 566 F. App’x 169 (3d 

Cir. 2014).

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in an untenable position. Debtors in possession must know who has final authority 

to commit to a resolution. In this case, with the Trust having failed to take the 

steps necessary to stand in the shoes of the L&T Landlords, such authority must 

remain with the L&T Landlords.

Conclusion

In the Motion, the Trust claims that it has the right to participate in the 

bankruptcy proceedings as a party in interest pursuant to § 1109(b) of the 

Bankruptcy Code, 11 U.S.C. § 1109(b), an assertion neither HBC nor the Debtors 

contest. However, granting the expanded rights that the Trust seeks, including the 

ability to compel payment of rent when the L&T Landlords may have negotiated a 

resolution with the Debtors that does not please the Trust, is unworkable. Until 

such time as the Trust has established its authority as the controlling party under 

the Master Lease, it may be heard only as an interested party. Accordingly, the 

Motion will be denied.

Signed: October 30, 2020

/s/ Keith L. Phillips

United States Bankruptcy Judge

Copies:

Paul A. Driscoll

Zemanian Law Group

City Center, Suite 201

223 East City Hall Avenue

Entered on Docket: October 30, 2020

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Norfolk, VA 23510

Robert B. Kaplan

Jeffer Mangels Butler & Mitchell LLP

Two Embarcadero Center, Fifth Floor

San Francisco, California 94111-3813

Nicolas De Lancie

Jeffer Mangels Butler & Mitchell LLP

Two Embarcadero Center, Fifth Floor

San Francisco, California 94111-3813John C. Longmire (admitted pro hac vice)

Thomas M. Geher

Jeffer Mangels Butler & Mitchell LLP

Two Embarcadero Center, Fifth Floor

San Francisco, California 94111-3813

John C. Longmire

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Jeffrey B. Korn

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Agustina G. Berro 

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Brittany M. Wagonheim 

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Christopher A. Jones

Whiteford, Taylor & Preston L.L.P.

Two James Center

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1021 E. Cary Street, Suite 1700

Richmond, VA 23219

Vernon E. Inge, Jr.

Whiteford, Taylor & Preston L.L.P.

Two James Center

1021 E. Cary Street, Suite 1700

Richmond, VA 23219

Corey S. Booker

Whiteford, Taylor & Preston L.L.P.

Two James Center

1021 E. Cary Street, Suite 1700

Richmond, VA 23219

Steven N. Serajeddini, P.C.

Kirkland & Ellis LLP

Kirkland & Ellis International LLP

601 Lexington Ave.

New York, NY 10022

David L. Eaton

Kirkland & Ellis LLP

Kirkland & Ellis International LLP

300 North LaSalle St.

Chicago, Ill. 60654

A. Katrine Jakola, P.C.

Kirkland & Ellis LLP

Kirkland & Ellis International LLP

300 North LaSalle St.

Chicago, Ill. 60654

John R. Worth

Kirkland & Ellis LLP

Kirkland & Ellis International LLP

300 North LaSalle St.

Chicago, Ill. 60654

Jaimie Fedell

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Kirkland & Ellis LLP

Kirkland & Ellis International LLP

300 North LaSalle St.

Chicago, Ill. 60654

Michael A. Condyles

Kutak Rock LLP

901 East Byrd St., Suite 1000

Richmond VA 23210-4071Peter J. Barrett

Peter J. Barrett

Kutak Rock LLP

901 East Byrd St., Suite 1000

Richmond VA 23210-4071

Jeremy S. Williams

Kutak Rock LLP

901 East Byrd St., Suite 1000

Richmond VA 23210-4071

Brian H. Richardson

Kutak Rock LLP

901 East Byrd St., Suite 1000

Richmond VA 23210-4071

John P. Fitzgerald, III

Office of the US Trustee - Region 4 -R

701 E. Broad Street, Ste. 4304

Richmond, VA 23219

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