1

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

In re: Case No. 20-20259-RAM 

 (Jointly Administered) 

It’Sugar FL I LLC, et al., 

 Chapter 11 

 Debtors. 

_______________________________/

NOTICE OF FILING PLAN SUPPLEMENT RELATED TO THE PLAN OF 

REORGANIZATION FOR IT’SUGAR FL I LLC, IT’SUGAR LLC, IT’SUGAR ATLANTIC 

CITY LLC AND IT’SUGAR FLGC LLC 

PLEASE TAKE NOTICE that It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City 

LLC, and It’Sugar FLGC LLC (collectively, the “Debtors”), file the Plan Supplement in 

connection with, and as defined in, the Plan of Reorganization for It’Sugar FL I LLC, It’Sugar 

LLC, It’Sugar Atlantic City LLC and It’Sugar FLGC LLC [ECF No. 301] (together with all 

exhibits and schedules thereto and as it may be amended, modified, or supplemented from time 

to time, the “Plan”). 

The Plan Supplement contains the following documents: 

 Exhibit A – the First Amended Schedule of Assumed Executed Contracts and 

Unexpired Leases, which amends and supersedes the Schedule of Assumed 

Executory Contracts and Unexpired Leases attached to the Plan as Exhibit A; and 

 Exhibit B – Exit Facility Documents, consisting of (1) the Term Loan Agreement 

and (2) the Security Agreement. 

PLEASE TAKE FURTHER NOTICE that the Plan Supplement documents attached 

hereto remain subject to (a) further review, negotiation, and modification, and (b) final 

documentation in a manner consistent with the Plan. 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 1 of 78
   

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PLEASE TAKE FURTHER NOTICE that a hearing to consider confirmation of the Plan 

is scheduled to be held on June 11, 2021, at 10:00 a.m. (Prevailing Eastern Time), before the 

Honorable Robert A. Mark. The hearing will take place via video conference using the services 

of Zoom Video Communications, Inc. To participate in the hearing, you must register in advance 

no later than 3:00 p.m. (Prevailing Eastern Time) one business date before the date of the hearing. 

To register, click on the following link or manually enter the following link in a browser: 

https://www.zoomgov.com/meeting/register/vJIsceyuqT4tE-yVagBR9KvKjNeqpKnWfbQ. For 

instructions regarding the video conference, please refer to the General Procedures for Hearings by 

Video Conference on Judge Mark’s web page on the Court’s website, 

https://www.flsb.uscourts.gov/judges/judge-robert-mark. 

Dated: June 1, 2021. 

 s/ Meaghan E. Murphy 

Michael S. Budwick, Esquire 

Florida Bar No. 938777 

mbudwick@melandbudwick.com

Joshua W. Dobin, Esquire 

Florida Bar No. 93696 

jdobin@melandbudwick.com

Meaghan E. Murphy, Esquire 

Florida Bar No. 102770 

mmurphy@melandbudwick.com

MELAND BUDWICK, P.A. 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Telephone: (305) 358-6363 

Telecopy: (305) 358-1221 

Attorneys for Debtor-in-Possession 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 2 of 78
   

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that a true and correct copy of the foregoing was served June 1, 

2021, via the Court’s Notice of Electronic Filing upon Registered Users listed on the attached 

Exhibit 1, and via U.S. Mail upon the parties listed on the attached Composite Exhibit 2. 

s/ Meaghan E. Murphy 

Meaghan E. Murphy, Esquire 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 3 of 78
Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email notice/service for 

this case. 

 Joaquin J Alemany joaquin.alemany@hklaw.com, jose.casal@hklaw.com 

 Scott Andron sandron@broward.org, swulfekuhle@broward.org 

 Joseph H Baldiga bankrupt@mirickoconnell.com 

 Brian S Behar bsb@bgglaw.net 

 David M Blau dblau@clarkhill.com 

 Michael S Budwick mbudwick@melandbudwick.com, 

ltannenbaum@melandbudwick.com;mrbnefs@yahoo.com;mbudwick@ecf.courtdrive.com;lt

annenbaum@ecf.courtdrive.com;phornia@ecf.courtdrive.com 

 Isabel V Colleran isabel.colleran@blaxgray.com, legalassistB@blaxgray.com 

 Andrew S Conway aconway@taubman.com 

 Ryan E Davis rdavis@whww.com, thiggens@whww.com;thiggens@ecf.courtdrive.com 

 Joshua W Dobin jdobin@melandbudwick.com, 

ltannenbaum@melandbudwick.com;mrbnefs@yahoo.com;ltannenbaum@ecf.courtdrive.co

m;jdobin@ecf.courtdrive.com;ltannenbaum@ecf.courtdrive.com;phornia@ecf.courtdrive.co

m 

 Kate Foley kfoley@mirickoconnell.com 

 Robert C Furr ltitus@furrcohen.com, 

atty_furrcohen@bluestylus.com;cworkinger@furrcohen.com;staff1@furrcohen.com 

 Daniel Gielchinsky dan@dyglaw.com, 

tatiana@dyglaw.com;dan_1836@ecf.courtdrive.com 

 Ronald E Gold rgold@fbtlaw.com, eseverini@fbtlaw.com;khardison@fbtlaw.com 

 Eric S. Golden egolden@burr.com, jmorgan@burr.com 

 Ilyse M. Homer ihomer@bergersingerman.com, 

efile@bergersingerman.com;mdiaz@bergersingerman.com;efile@ecf.inforuptcy.com 

 Jeannie Kim jekim@sheppardmullin.com, dgatmen@sheppardmullin.com 

 Ian J Kukoff ian.kukoff@blaxgray.com, 

kukoff.assistant@blaxgray.com;isabel.colleran@blaxgray.com 

 David Kupetz dkupetz@sulmeyerlaw.com 

 Robert L LeHane kdwbankruptcydepartment@kelleydrye.com 

 Ilan Markus imarkus@barclaydamon.com, docketing@barclaydamon.com 

 James C. Moon jmoon@melandbudwick.com, 

ltannenbaum@melandbudwick.com;mrbnefs@yahoo.com;jmoon@ecf.courtdrive.com;ltann

enbaum@ecf.courtdrive.com;phornia@ecf.courtdrive.com 

 Kevin S Neiman kevin@ksnpc.com 

 Ari Newman newmanar@gtlaw.com, 

perezan@gtlaw.com;mialitdock@gtlaw.com;miaecfbky@gtlaw.com 

 Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov 

 Chad S Paiva trustee.paiva@gmail.com, 

michaelbollingpa@gmail.com,sramirez.fbp@gmail.com 

 Kristen N Pate bk@brookfieldpropertiesretail.com 

EXHIBIT 1

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 4 of 78
 Hampton Peterson legalservices@PBCTax.com 

 Michael S Provenzale michael.provenzale@lowndes-law.com, anne.fisher@lowndeslaw.com 

 Heather L. Ries hries@foxrothschild.com, ralbert@foxrothschild.com 

 Grace E. Robson grobson@mrthlaw.com, 

mrthbkc@gmail.com,lgener@mrthlaw.com,grobson@ecf.courtdrive.com

 Maria A. Santos maria.santos@ct.gov 

 Steven D Schneiderman Steven.D.Schneiderman@usdoj.gov 

 Eric J Silver esilver@stearnsweaver.com, 

jless@stearnsweaver.com;larrazola@stearnsweaver.com;cgraver@stearnsweaver.com;mfern

andez@stearnsweaver.com;Atty_arrazola@bluestylus.com 

 Steven J. Solomon steven.solomon@gray-robinson.com, Ana.Marmanillo@grayrobinson.com;Amador.Ruiz-Baliu@gray-robinson.com 

 Louis G Spencer louis@alexanderricks.com, dana@alexanderricks.com 

 Ronald M Tucker rtucker@simon.com, cmartin@simon.com;bankruptcy@simon.com 

 Michael S Waskiewicz mwaskiewicz@burr.com, sguest@burr.com 

 Gillian D Williston gillian.williston@troutman.com, 

fslecfintake@troutman.com;ethan.ostroff@troutman.com;richard.hagerty@troutman.com;ca

rter.nichols@troutman.com;christina.lesko@troutman.com 

 Stuart F Wilson-Patton stuart.wilson-patton@ag.tn.gov 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 5 of 78
 Label Matrix for local noticing It’Sugar Atlantic City LLC Office of the US Trustee 

 113C-1 4960 Conference Way N #100 51 S.W. 1st Ave. 

 Case 20-20263-RAM Boca Raton, FL 33431-3311 Suite 1204 

 Southern District of Florida Miami, FL 33130-1614 

 Miami 

 Wed May 26 15:42:08 EDT 2021 

 Arundel Mills Ltd Partnership Colorado Dept of Revenue Colorado Mills Malls Ltd Partnership 

 c/o M.S. Management Assoc, Inc. 1375 Sherman St c/o M.S. Management Assoc, Inc. 

 225 W Washington St Denver, CO 80261-2200 225 W Washington St 

 Indianapolis, IN 46204-3438 Indianapolis, IN 46204-3438 

 

 Franchise Tax Board Internal Revenue Service It’Sugar FLGC LLC 

 Bankruptcy Section MS A340 PO Box 7346 4960 Conference Way N 

 PO BOX 2952 Philadelphia, PA 19101-7346 Ste 100 

 Sacramento, CA 95812-2952 Boca Raton, FL 33431-3311 

 It’Sugar LLC Karen Worman, Regional VP Finance Maryland Dept of Revenue 

 4960 Conference Way N 2100 Pacific Ave 310 W Preston St 

 Ste 100 Atlantic City, NJ 08401-6612 Baltimore, MD 21201 

 Boca Raton, FL 33431-3311 

 (p)STATE OF NEW JERSEY New Jersey Dept of Revenue Pier at Caesars LLC 

 DIVISION OF TAXATION BANKRUPTCY UNIT 125 W State St Karen Worman, Regional VP Finance 

 PO BOX 245 Trenton, NJ 08608-1101 2100 Pacific Avenue 

 TRENTON NJ 08646-0245 Atlantic City, NJ 08401-6612 

 SHL Holdings, Inc. Joshua W Dobin Michael S Budwick Esq 

 401 E Las Olas Blvd 200 S Biscayne Blvd # 3200 200 S Biscayne Blvd #3200 

 Ste 800 Miami, FL 33131-5323 Miami, FL 33131-5323 

 Fort Lauderdale, FL 33301-4284 

 The preferred mailing address (p) above has been substituted for the following entity/entities as so specified 

 by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4). 

 NJ Division of Taxation 

 PO Box 245 

 Trenton, NJ 08695-0245 

 The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. 

 (u)Miami End of Label Matrix 

 Mailable recipients 17 

 Bypassed recipients 1 

 Total 18 

COMPOSITE 

EXHIBIT 2

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 6 of 78
 Label Matrix for local noticing It’Sugar FLGC LLC Office of the US Trustee 

 113C-1 4960 Conference Way N #100 51 S.W. 1st Ave. 

 Case 20-20264-RAM Boca Raton, FL 33431-3311 Suite 1204 

 Southern District of Florida Miami, FL 33130-1614 

 Miami 

 Wed May 26 15:40:18 EDT 2021 

 Internal Revenue Service It’Sugar Atlantic City LLC It’Sugar LLC 

 PO Box 7346 4960 Conference Way N 4960 Conference Way N 

 Philadelphia, PA 19101-7346 Ste 100 Ste 100 

 Boca Raton, FL 33431-3311 Boca Raton, FL 33431-3311 

 

 SHL Holdings, Inc. Joshua W Dobin Michael S Budwick Esq 

 401 E Las Olas Blvd 200 S Biscayne Blvd # 3200 200 S Biscayne Blvd #3200 

 Ste 800 Miami, FL 33131-5323 Miami, FL 33131-5323 

 Fort Lauderdale, FL 33301-4284 

 The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. 

 (u)Miami End of Label Matrix 

 Mailable recipients 8 

 Bypassed recipients 1 

 Total 9 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 7 of 78
 Label Matrix for local noticing Broward County Irvine Company LLC 

 113C-1 c/o Records, Taxes & Treasury c/o Ernie Zachary Park 

 Case 20-20261-RAM Attn: Bankruptcy Section 13215 E Penn Street #510 

 Southern District of Florida 115 S. Andrews Ave. A-100 Whittier, CA 90602-1776 

 Miami Ft. Lauderdale, FL 33301-1888 

 Wed May 26 15:38:19 EDT 2021 

 It’Sugar LLC Office of the US Trustee Palm Beach County Tax Collector 

 4960 Conference Way N #100 51 S.W. 1st Ave. c/o Orfelia M Mayor Esq 

 Boca Raton, FL 33431-3311 Suite 1204 POB 3715 

 Miami, FL 33130-1614 West Palm Beach, FL 33402-3715 

 

 Texas Comptroller of Public Accounts Victory Retail I, L.P. 117 Duval, LLC 

 Office of the Attorney General c/o Alexander Ricks PLLC Attn: Charles Ittah 

 Collections Div/Bankruptcy Sect 1420 E 7th Street, Ste 100 7820 Peters Road 

 POB 12548 Capitol Station Charlotte, NC 28204-2408 Unit E-104 

 Austin, TX 78711-2548 Plantation, FL 33324-4019 

 

 1185 Gotham L.L.C. 1515 N. Halsted, LLC 1880 Broadway Retail, LLC 

 c/o Malkin Properties, L.L.C. c/o Bucksbaum Retail Properties c/o Global Holdings Management (Us) Inc 

 60 East 42nd Street 71 S. Wacker Drive 1250 Broadway, 38 FL 

 New York, NY 10165-0006 Ste 2130 New York, NY 10001 

 Chicago, IL 60606-4666 

 

 210 Muni, LLC 3000 Ocean Front LLC A Safe Keeping Self Storage CMCH, Inc. 

 430 West Broadway, Third Floor Attn: Jason S. Klein, Esq. 1025 Beach Drive 

 New York, NY 10012 1500 Lawrence Avenue Cape May, NJ 08204-1613 

 Ocean, NJ 07712-7627 

 A to Z Scales and Calibration LLC A&G Realty Partners, LLC AAC HP Realty, LLC 

 3515 North 34th Place 445 Broadhollow Rd c/o Joshua Bradley 

 Phoenix, AZ 85018-5754 Ste 410 Rosenberg Martin Greenberg 

 Attn: Andy Graiser 25 S. Charles, 21st Floor 

 Melville, NY 11747-3601 Baltimore, MD 21201-3322 

 

 ARIZONA DEPARTMENT OF REVENUE Aah’s Enterprises, Inc. dba Aah’s About Face Designs 

 Office of the Arizona Attorney General 6600 Telegraph Road 1510 Old Deerfield Rd 

 c/o Tax, Bankruptcy and Collection Sct Commerce, CA 90040-3210 Ste 211 

 2005 N Central Ave, Suite 100 Highland Park, IL 60035-3070 

 Phoenix, AZ 85004-1546 

 

 Ace Endico Akerman Senterfitt LLP (p)STATE OF ALABAMA DEPARTMENT OF REVENUE 

 80 International Blvd 666 Fifth Avenue P O BOX 320001 

 Brewster, NY 10509-2344 19 FL MONTGOMERY AL 36132-0001 

 New York, NY 10103 

 Albanese Confectionary Group, Inc. Ameream LLC American Multi Trade Inc. 

 PO Box 71885 c/o Ameream Mgmt LLC 20700 Dearborn St 

 Chicago, IL 60694-1885 One Meadowlands Plaza Chatsworth, CA 91311-5912 

 6 FL 

 East Rutherford, NJ 07073 

 

 Ameriworks Solutions LLC (p)ANASTASIA CONFECTIONS INC Anchorage Holdings, L.P. 

 2787 S Evergreen Cir ATTN ACCOUNTING c/o CBRE Global Investors, 

 Boyton Beach, FL 33426-8657 1815 CYPRESS LAKE DRIVE 800 Boylston Street 

 ORLANDO FL 32837-8457 Ste 2800 

 Boston, MA 02199-8144 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 8 of 78
 Ansell Grimm & Aaron, P.C. Archytecx Design and Architecture PLLC Arizona Dept of Revenue 

 Attn: Jason S. Klein, Esq. 1 Tiffany Place 1600 West Monroe St 

 1500 Lawrence Avenue Apt 3A Phoenix, AZ 85007-2650 

 Ocean, NJ 07712-7629 Brooklyn, NY 11231-2938 

 

 Arlington Scale Armada Hoffler Block 8 Associates, L.L.C Arnall Golden Gregory, LLP 

 38 Davey St. c/o Divaris Property Management Attn: Abe J. Schear, Esq. 

 Bloomfield, NJ 07003-5118 One Columbus Center 171 17th Street, Suite 2100 

 Ste 700 Ste 2100 

 Virginia Beachva, VA 23462-6761 Atlanta, GA 30363-1031 

 

 Arundel Mills Limited Partnership Ashkenazy Acquisition Corp. Asian Food Grocer 

 c/o M.S. Management Associates Inc., Attention: General Counsel, 50 W Ohio Ave 

 225 West Washington Street 150 East 58th Street Richmond, CA 94804-2039 

 Indianapolis, IN 46204-3438 39 FL 

 New York, NY 10155 

 

 Astor Chocolate Corporation Atlantic Moving And Storage Avalara, Inc. 

 651 New Hampshire Ave 2549 W Broward Blvd 225 S King St 

 Lakewood, NJ 08701-5452 Fort Lauderdale, FL 33312-1396 Ste 1800 

 Seattle, WA 98104 

 Avanti Press Aventura Mall Venture AvidXchange, Inc. 

 PO Box 67000 Legal Dept, c/o Turnberry Aventura Mall PO Box 36862 

 Detroit, MI 48267-2104 19501 Biscayne Boulevard, Suite 400 Charlotte, NC 28236-6862 

 Aventura, FL 33180-2337 

 Avon Brothers, Inc. dba Avon Contractors B.A. Sweetie Candy Company Inc BBMK Contracting, LLC 

 5021 Industrial Rd 6770 Brookpark Road 6400 Park Of Commerce Blvd 

 Farmingdale, NJ 07727-3651 Cleveland, OH 44129-1225 Ste 1B 

 Boca Raton, FL 33487-8226 

 BBX Capital Inc. BROADWAY AT THE BEACH, INC. Baker Donelson 

 401 E. Las Olas Blvd. Attention: General Manager, 420 20th Street North 

 Suite 800 1325 Celebrity Circle Ste 1400 

 Fort Lauderdale, FL 33301-4284 Myrtle Beach, SC 29577-7445 Birmingham, AL 35203-3221 

 Bank Direct Capital Finance Barefoot Landing Commercial, LLC Barrios Building Maintenance 

 150 North Field Drive Attn: Lease Administration 4844 W. 104Th St. 

 Ste 190 P.O. Box 7577 Inglewood, CA 90304-1702 

 Lake Forest, IL 60045-2594 Myrtle Beach, SC 29572-0014 

 Basic Fun, Inc. Basic Promotions II, Inc. Bay Street Emeryville 

 301 Yamato Road 4848 NW 97 Drive Attention: General Manager, 

 Ste 2112 Coral Springs, FL 33076-2453 5616 Bay Street 

 Boca Raton, FL 33431-4901 Emeryville, CA 94608-2408 

 Baybrook Mall GGP MGMT Office Baybrook Mall, LLC Bayside Marketplace LLC 

 500 Baybrook Mall 500 Baybrook Mall Goldberg Weprin Finkel Goldstein LLP 

 Friendswood, TX 77546-2796 General Growth Mgmt Office 1501 Broadway, 22nd Floor 

 Friendswood, TX 77546-2796 New York, NY 10036-5600 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 9 of 78
 Bayside Marketplace, LLC Best Buy Co., Inc. Blue Q 

 2681 Solution Center 7601 Penn Avenue South 103 Hawthorne Ave 

 Chicago, IL 60677-0001 Attn: Emily Davidson, Mgt Prop Risk Pittsfield, MA 01201-6009 

 Richfield, MN 55423-3683 

 

 Bobbleheads.Com / Royal Bobbles Boston America Boston America Corp. 

 5885 Shiloh Road 55 Sixth Road Coface North America Insurance Company 

 Suite 101 Ste 8 650 College Road East, Suite 2005 

 Alpharetta, GA 30005-2217 Woburn, MA 01801-1746 Princeton, NJ 08540-6779 

 Brian J. LaFlamme Brink’s Incorporated Broadway Mercer Associates 

 Summers Compton Wells LLC PO Box 101031 351 East 83rd Street 

 8909 Ladue Road Atlanta, GA 30392-1031 New York, NY 10028-4221 

 St. Louis, MO 63124-2075 

 Broadway Mercer Associates, a New York Partn C2 Imaging LLC CPG Tinton Falls Urban Renewal, LLC 

 c/o K&L Gates LLP 4537 Solution Center Attn: Lease Administration 

 Daniel M. Eliades, Esq. Chicago, IL 60677-4005 105 Eisenhower Parkway 

 One Newark Center, 10th Floor Roseland, NJ 07068-1640 

 Newark, NJ 07102-5237 

 

 California Department of Tax and California Dept of Revenue CandyRific, LLC 

 Fee Administration 250 S 2nd St PO Box 638952 

 POB 942879 San Jose, CA 95113-2706 Cincinnati, OH 45263-8953 

 Sacramento CA 94279-0001 

 Chelsea Orlando Development Limited Part Chelsea Property Group Christiana Mall, LLC 

 c/o Simon Property Group, Inc. Attn: Lease Administration 132 Christiana Mall 

 225 West Washington St. 105 Eisenhower Parkway General Growth Mgmt Office 

 Indianapolis, IN 46204-3435 Roseland, NJ 07068-1640 Newark, DE 19702-3202 

 Christmas Light Decorators Classis Imports Colorado Dept of Revenue 

 PO Box 21141 PO Box 75359 1375 Sherman St 

 Mesa, AZ 85277-1141 Chicago, IL 60675-5359 Denver, CO 80261-2200 

 Colorado Mills Mall Limited Partnership Commercial Fire Inc. Commercial Fire, LLC 

 c/o M.S. Management Associates Inc., 2465 St. Johns Bluff Rd S 2465 ST. JOHNS BLUFF RD 

 225 West Washington St Jacksonville, FL 32246-2329 JACKSONVILLE, FL 32246-2329 

 Indianapolis, IN 46204-3438 

 Complete Business Solutions Compliance HR (p)CONNECTICUT DEPARTMENT OF REVENUE SERVICES

 4755 Technology Way 60 East 42nd ATTN COLLECTIONS UNIT - BANKRUPTCY TEAM 

 Suite 109 Suite 1810 450 COLUMBUS BLVD STE 1 

 Boca Raton, FL 33431-3338 New York, NY 10165-6237 HARTFORD CT 06103-1837 

 Consolidated Service Distributors dba Jack&# Continuum Games, Inc. Contract Datascan, LP 

 c/o David Kupetz 1240 Brookville Way 2941 Trade Center Dr 

 SulmeyerKupetz, APC Suite J Ste 100 

 333 S. Grand Ave, Suite 3400 Indianapolis, IN 46239-1099 Carrollton, TX 75007-4602 

 Los Angeles, CA 90071-1538 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 10 of 78
 Cookie Do, Inc. Cooper House LLC Country Club Plaza JV LLC 

 51 Schermerhorn St c/o Jay Paul Company c/o The Taubman Company LLC, Attn: Gener 

 Unit 1L Attn: Asset Manager 200 East Long Lake Road 

 Brookyn, NY 11201-5096 Four Embarcadero Center, Ste 3620 Ste 300 

 San Francisco CA 94111-4112 Bloomfield Hills, MO 48304-2324 

 

 Crazy Aaron Enterprises Crocker Downtown Development Assoc Crocker Downtown Development Associates 

 700 E Main St Crocker Downtown Dev Assoc 110 N. Wacker Drive 

 Norristown, PA 19401-4122 c/o Mizner Park Chicago, FL 60606-1511 

 110 N. Wacker Drive 

 Chicago, FL 60606-1511 

 

 Crystal Temptations Culture Fly DM Merchandising Inc 

 67 Porete Avenue PO Box 88926 835 N Church Court 

 North Arlington, NJ 07031-6734 Chicago, IL 60695-1926 ATTN: David Redman 

 Elmhurst, IL 60126-1036 

 DM Merchandising, Inc. Daspin & Aument, LLP Daytona Beach Property Holdings Retail, 

 835 N. Church Court 227 West Monroe Street c/o International Speedway Corporation 

 Elmhurst, IL 60126-1036 Ste 3500 One Daytona Blvd 

 Chicago, IL 60606-5018 Daytona Beach, GA 32114-1212 

 Daytona Beach Property Holdings Retail, LLC Delaware Moving and Storage Design Master Assoc 

 c/o Kelsey Pincket, Corporate Counsel 214 Bear Christiana Rd 3005 John Deere Road 

 International Motorsports Center Bear, DE 19701-1041 Toano, VA 23168-9332 

 One Daytona Blvd. 

 Daytona Beach, FL 32114-1212 

 

 Destin Commons, c/o Berkadia Comm. Mortg Destiny USA Holdings LLC Destiny USA Holdings, LLC 

 PO Box 865292 The Clinton Exchange, c/o Barclay Damon LLP 

 Orlando, FL 32886-5292 4 Clinton Square Attn: Kevin M. Newman 

 Syracuse, NY 13202-1078 Barclay Damon Tower, 125 E Jefferson St. 

 Syracuse, NY 13202-2515 

 

 Dickinson Wright District of Columbia DOR (p)DIVERSIFIED LICENSING 

 1850 North Central Avenue 1101 4th SW 750 KAPPOCK ST 

 Ste 1400 Ste 270 APT 105 

 Phoenix, AZ 85004-4568 Washington, DC 20024-4457 BRONX NY 10463-4616 

 Domain Northside Retail Property Owner LP Domain Retail Property Owner, LP c/o End Donald K. Ludman 

 c/o Kevin S. Neiman, Esq. Attn: General Manager Brown & Connery, LLP 

 Law Offices of Kevin S. Neiman, pc 500 West 5th Street 6 North Broad Street, Suite 100 

 999 18th Street, Suite 1230 S Ste 700 Woodbury, NJ 08096-4635 

 Denver, CO 80202-2414 Austin, TX 78701-3833 

 

 Downtown At The Gardens Associates, Ltd. Downtown Delray Holdings, LLC Durham Coca Cola Bottling Co. 

 c/o Downtown Gardens Mgmt Company LLC 9634 LaBelle Court 3214 Hillsborough Rd. 

 5410 Edson Lane Delray Beach, FL 33446-3683 Durham, NC 27705-3005 

 Ste 220 

 Rockville, MD 20852-3195 

 

 E&M Ice Cream I ESRT 1542 Third Avenue, LLC EULER HERMES N.A as Agent for SUPER IMPULSE 

 701 Zerega Avenue c/o ESRT Management LLC 800 Red Brook Blvd, #400C 

 Bronx, NY 10473-1107 111 West 33rd St., 12 FL Owings Mills, MD 21117-5173 

 New York, NY 10120-1220 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 11 of 78
 Easton Town Center II, LLC Ecolab Inc. EklecCo NewCo LLC 

 Lease Admin, c/o Steiner RE Services PO Box 100512 c/o Barclay Damon LLP 

 4016 Townsfair Way Pasadena, CA 91189-0512 Attn: Kevin M. Newman 

 Ste 201 Barclay Damon Tower, 125 E Jefferson St. 

 Columbus, OH 43219-6083 Syracuse, NY 13202-2515 

 

 Eklecco Newo LLC Emie Zachary Park Empire A/C 

 The Clinton Exchange, 13215 E Penn St #510 22521 Sea Bass Dr 

 Four Clinbton Square Whittier, CA 90602-1776 Boca Raton, FL 33428-4619 

 Syracuse, NY 13202-1078 

 Ephemera Inc. Euler Hermes N.A. Insurance Co Euler Hermes N.A. Insurance Co. 

 PO Box 490 Agent of CTC Food International Inc Agent of Gadge USA, Inc 

 Phoenix, OR 97535-0490 800 Red Brook Blvd 800 Red Brook Blvd 

 Owings Mills, MD 21117-5173 Owings Mills, MD 21117-5173 

 Euler Hermes, N.A. Insurance Co FAO Schwarz FEDEX (4970-6136-9) 

 Agent of Jelly Belly Candy Co Attn: General Counsel PO Box 660481 

 800 Red Brook Blvd 15 Cushing Dallas, TX 75266-0481 

 Owings Mills, MD 21117-5173 Irvine, CA 92618-4220 

 Faggert & Frieden, P.C. Fashion Outlets II LLC Fashion Outlets at Foxwoods, LLC 

 222 Central Park Avenue c/o Macerich Niagara LLC Legal Dept, c/o Tanger Properties LLC 

 Ste 1300 401 Wilshire Blvd. #700 3200 Northline Avenue 

 Virginia Beach, VA 23462-3031 Attn: Legal Dept. Ste 360 

 Santa Monica, CA 90401-1452 Greensboro, NC 27408-7612 

 

 FedEx Corporate Services Inc Fedex Flex Beauty Labs LLC 

 3965 Airways Blvd PO Box 660481 7512 Dr Phillips Blvd 

 Module G, 3rd Floor Dallas, TX 75266-0481 Ste 50-232 

 Memphis,, TN 38116-5017 Orlando, FL 32819-5420 

 Flexential Florida Dept of Revenue Florida Panthers Hockey Club, Ltd. 

 PO Box 530619 5050 W Tennessee St One Panthers Parkway 

 Atlanta, GA 30353-0619 Tallahassee, FL 32399-0100 Attn: President, CEO 

 Sunrise, FL 33323-5315 

 Franchise Tax Board Frank Recruitment Group Frankford Candy LLC 

 Bankruptcy Section MS A340 aka Nigel Frank International 9300 Ashton Road 

 PO BOX 2952 110 Williams St Phildelphia, PA 19114-3532 

 Sacramento, CA 95812-2952 New York, NY 10038-3901 

 Fred & Friends Fun Sweets, LLC. GGB Candies 

 Dept. Ch 17745 3301 Electronics Way 2600 Summer Blvd 

 Palatine, IL 60055-7745 Ste E Ste 112 

 W Palm Beach, FL 33407-4636 Raleigh, NC 27616-5146 

 GGPLP REIT Services, LLC Gadge USA, Inc. Galerie 

 SDS-12-1495 3000 Marcus Ave 3380 Langley Drive 

 PO Box 86 Ste 3 E 03 Hebron, KY 41048-9105 

 Minneapolis, MN 55486-1495 Lake Success, NY 11042-1007 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 12 of 78
 Garda CL Southeast Inc. Gart Properties LLC (p)GEORGIA DEPARTMENT OF REVENUE 

 3209 Momentum Place 229 Milwaukee St COMPLIANCE DIVISION 

 Chicago, IL 60689-5332 Ste 501 ARCS BANKRUPTCY 

 Denver, CO 80206 1800 CENTURY BLVD NE SUITE 9100 

 ATLANTA GA 30345-3202 

 

 GlobalTranz Enterprises, Inc. GlobalTranz Enterprises, LLC Gold Medal Products Co. 

 PO Box 203285 7350 N. Dobson Road, Suite 130 10700 Medallion Drive 

 Dallas, TX 75320-3285 Scottsdale, AZ 85256-2711 Cincinnati, OH 45241-4807 

 Goulston & Storrs PC Grand Canal Shops II, LLC Grapevine Mills Mall Ltd Partnertship 

 Attn: WS-Legacy Place c/o The Grand Canal Shoppes c/o M.S. Management Associates 

 400 Atlantic Avenue 350 N. Orleans St., Suite 300 225 West Washington Street 

 Boston, MA 02110-3333 Chicago, IL 60654-1607 Indianapolis, IN 46204-3438 

 Great Lakes Coca-Cola Distribution Great Number One, LLC Great Scot International Inc 

 PO Box 809082 13506 Summerport Village Pkwy 8041 Arrowridge Blvd 

 Chicago, IL 60680-9082 Ste #233 UNIT I 

 Windermere, FL 34786-7366 Charlotte, NC 28273-5614 

 Green Rabbit Holdings, Inc. Green Rabbit Holdings, Inc. Guest Supply 

 135 Lundquist Dr Coface North America Insurance Company 300 Davidson Ave 

 Braintree, MA 02184-5208 650 College Road East, Suite 2005 Somerset, NJ 08873-4175 

 Princeton, NJ 08540-6779 

 HCW Private Development, LLC HCW Private Development, LLC HPC Gaslamp Square, LLC 

 Brian J. LaFlamme c/o Jones Lang Lasalle c/o HP Inventors, 

 Summers Compton Wells LLC 100 Branson Landing Blvd 335 15 St 

 8909 Ladue Road Branson, GA 65616-2097 San Diego, CA 92101-7532 

 St. Louis, MO 63124-2075 

 

 HPC Gaslamp Square, LLC Hanna Design Group Inc Hartman, Simons & Wood LLP 

 c/o HP Inventors, 650 E Algonquin Rd 6400 Powers Ferry Road, NW Suite 400 

 9404 Genesee Avenue Ste 405 Atlanta, GA 30339-2986 

 Ste 330 Schaumburg, IL 60173-3853 

 La Jolla, CA 92037-1355 

 

 Headline Highwoods Properties, Inc. Hoffman’s Commercial Group 

 827 Valencia St 4706 Broadway 5190 Lake Worth Road 

 San Francisco, CA 94110-1736 Ste 260 Greenacres, FL 33463-3351 

 Kansas City, MO 64112-1910 

 Hotlix Candy Hott Products - imports only Hott Products Unlimited 

 PO Box 447 20700 Dearborn St 20700 Dearborn St 

 Grover Beach, CA 93483-0447 Chatsworth, CA 91311-5912 Chatsworth, CA 91311-5912 

 IMI Huntsville LLC Idaho Dept of Revenue Ilan Markus 

 PO Box 742117 PO BOX 36 545 Long Wharf Drive, Ninth Floor 

 Atlanta, GA 30374-2117 Bosie, ID 83722-0410 New Haven, CT 06511-5960 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 13 of 78
 Illinois Dept of Revenue Indianola Pecan House, Inc. Intelligence Communications Systems LLC 

 101 W Jefferson St PO Box 367 64 South State St 

 Springfield, IL 62702-5074 Indianola, MS 38751-0367 Hackensack, NJ 07601-3932 

 

 Interior Development & Design Internal Revenue Service Interstate Restoration LLC 

 5100 N Dixie Hwy PO Box 7346 6200 S Syracuse Way #230 

 Fort Lauderdale, FL 33334-4006 Philadelphia, PA 19101-7346 Greenwood Village, CO 80111-4739 

 Island Dogs, LLC It’Sugar Atlantic City LLC It’Sugar FLGC LLC 

 11407 Cronhill Drive 4960 Conference Way N 4960 Conference Way N 

 Ste F Ste 100 Ste 100 

 Owings Mills, MD 21117-6218 Boca Raton, FL 33431-3311 Boca Raton, FL 33431-3311 

 It’Sugar Holdings, LLC J. Ted Donovan J.Q. Nova, LLC 

 401 E Las Olas Blvd Goldberg Weprin Finkel Goldstein LLP 502 N. Eau Claire Ave 

 Ste 800 1501 Broadway, 22nd Floor Madison, WI 53705-2804 

 Fort Lauderdale, FL 33301-4284 New York, NY 10036-5600 

 JC Ehrlich JGB Vegas Retail Lessee, LLC JR Holdings, Inc. 

 PO Box 13848 General Manager, c/o Grand Bazaar Shops 3155 SW 10 St 

 Reading, PA 19612-3848 3635 Las Vegas Blvd S Ste A 

 Las Vegas, NV 89109-4363 Deerfield Beach, FL 33442-5948 

 Jack’s Candy Jelly Belly Candy Company Jemal’s Chinatown II, LLC 

 905 Murray Rd PO Box 742799 c/o Lincoln Property Company 

 East Hanover, NJ 07936-2200 Los Angeles, CA 90074-2799 950 F Street 

 Washington, DC 20004-1438 

 Jim Spinx John Cappadoccia Jones Lang LaSalle Americas, Inc. 

 204 37th Ave N 9651 Captiva Circle Attention: President and CEO, Retail 

 Box 332 Boynton Beach, FL 33437-3637 3344 Peachtree Road NE 

 St Petersburg, FL 33704-1416 Atlanta, GA 30326-4801 

 Jones Lang LaSalle, Americas, Inc. Jra Hhf Venture LLC KRG Atlantic Delray Beach, LLC 

 Attention: President and CEO, Retail, c/o Jeffrey R Anderson Real Estate, Inc. VP Of Property Ops c/o Kite Realty Group 

 3344 Peachtree Road NE, Suite 1200 3825 Edwards Road 30 South Meridian 

 Atlanta, GA 30326-4809 Ste 200 Ste 1100 

 Cincinnati, AL 45209-1288 Indianapolis, IN 46204-3565 

 

 KRG Enterprises, Inc. KRG PARKSIDE II, LLC KRG Parkside II, LLC 

 9901 Blue Grass Road MARK A. BOGDANOWICZ VP of Prop. Operations,Kite Realty Group 

 Philadelphia, PA 19114-1013 211 FULTON STREET, STE. 600 30 South Meridian 

 PEORIA, IL 61602-1350 Ste 1100 

 Indianapolis, IN 46204-3565 

 

 KRG/ATLANTIC DELRAY BEACH, LLC KellyToy USA Inc Keystone Critical Systems Advisors 

 MARK A. BOGDANOWICZ 4811 S. Alameda St 4050 Westgate Ave. 

 211 FULTON STREET, STE. 600 Los Angeles, CA 90058-2805 Suite 105 

 PEORIA, IL 61602-1350 West Palm Beach, FL 33409-4732 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 14 of 78
 Kidrobot, LLC Kids Focus/Namo Entertainment Kierland Crossing, LLC 

 1505 Pearl St 16380 Roscoe Blvd Attn: General Counsel 

 Ste 106 MOA Ste 120 180 East Broad St 

 Boulder, CO 80302-5469 Van Nuys, CA 91406-1221 21 FL 

 Columbus, OH 43215 

 

 Kimmie Candy Company Knock Knock Koppers Chocolate 

 405 Edison Way 1635-B Electric Ave. 10 Exchange Place, Suite 2800 

 Reno, NV 89502-4103 Venice, CA 90291-4803 Jersey City, NJ 07302-4914 

 Koppers Chocolate, LLC L&M, LLC Las Olas Confections and Snacks LLC 

 45 Jackson St Attn: Leo Chiakouris 1815 Cypress Lake Dr 

 Cranford, NJ 07016-3503 54 North Market Street Orlando, FL 32837-8457 

 Charleston, SC 29401-2003 

 Law Firm of Ricki S. Friedman PLLC Legacy Place Properties LLC Legacy Place Properties LLC 

 Attn: Ricki S. Friedman, Esq. 33 Boylston Street c/o Joseph H Baldiga, Esq 

 1 Huckleberry Lane Ste 3000 1800 West Park Drive #400 

 Ste 1 Huckleberry Lane Chestnut Hill, MA 02467-1731 Westborough, MA 01581-3960 

 Hewlett Harbor, NY 11557-2707 

 

 Leslie C. Heilman Level 10 Liberty Center LLC 

 c/o Ballard Spahr LLP PO Box 88496 c/o Bayer Properties, Attn:Gen Counsel 

 919 N. Market Street, 11th Floor Chicago, IL 60680-1496 2222 Arlington Avenue 

 Wilmington, DE 19801-3023 Birmingham, AL 35205-4004 

 Liberty Center, LLC Liberty Coca-Cola Beverages Llc Liberty Community Authority 

 Attn: John Taylor, General Manager PO Box 780810 PO Box 645434 

 7100 Foundry Row, Suite 204 Philadelphia, PA 19178-0810 Cincinnati, OH 45264-5434 

 Liberty Township, OH 45069-7542 

 Liberty Distribution Company LLC License 2 play Lifetime Brands Inc 

 290 E El Prado Court 63 Colony Ln 12 Applegate Drive 

 Chandler, AZ 85225-0995 Syosset, NY 11791-4723 Robbinsville NJ 08691 

 Robbinsville, NJ 08691-2342 

 Loomis Armored US, LLC Louisiana Department of Revenue Louisiana Dept of Revenue 

 2500 Cityest Blvd PO Box 66658 617 North Third Street 

 Ste 900 Baton Rouge, LA 70896-6658 Baton Rouge, LA 70802-5432 

 Houston, TX 77042-9000 

 Loungefly, Inc. Lseven Inc. MASSACHUSETTS DEPARTMENT OF REVENUE 

 2802 Wetmore Ave 2830 W State Road 84 Attn: Bankruptcy Unit 

 Everett, WA 98201-3569 Ste 104 P.O. Box 9564 

 Fort Lauderdale, FL 33312-4826 Boston, MA 02114-9564 

 MCA Promenade Owner LLC MMA Securities LLC MOAC Mall Holdings LLC 

 c/o Hill Partners, Inc. 2300 Renaissance Blvd. Attn: Legal Dept., 

 2201 South Boulevard King of Prussia, PA 19406-2772 60 East Broadway 

 Ste 400 Bloomington, NY 55425-5550 

 Charlotte, NC 28203-5158 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 15 of 78
 MV Rolling Oaks Retail, LLC Madison Bay Street LLC Mall at Gurnee Mills, LLC 

 Attn: Manager of Retail Leasing 2001 Pennsylvania Avenue N.W. c/o M.S. Management Associates Inc., 

 One Town Center Road 10 FL 225 West Washington Street 

 Ste 600 Washington, CA 20006 Indianapolis, IN 46204-3438 

 Boca Raton, FL 33486-1040 

 

 Mall at Katy Mills, L.P. Market Street Retail South, LLC Market Street South LLC 

 c/o M.S. Management Associates Inc. 1330 Boylston Street c/o Joseph H Baldiga Esq 

 225 West Washington Street Ste 212 1800 West Park Dr #400 

 Indianapolis, IN 46204-3438 Chestnut Hill, MA 02467-2111 Westborough, MA 01581-3960 

 Markham & Stein Unlimited LLC Maryland Dept of Revenue Massachusetts Dept of Revenue 

 2424 S Dixie Highway 310 W Preston Street 200 Arlington St 

 Miami, FL 33133-3167 Room 206 Chelsea, MA 02150-2301 

 Baltimore, MD 21201-2384 

 Master Toys & Novelties, Inc. (p)MATTHEW ROSSON Maud Borup Inc 

 2355 E 37 St 1816 NORTH M STREET 2500 Hwy 88 Ste 210 

 Los Angeles, CA 90058-1404 LAKE WORTH FL 33460-6625 Minneapolis, MN 55418-4228 

 Melville Candy Corp Miami 26, LLC Michigan Dept of Revenue 

 70 Finnell Dr c/o Goldman Properties 430 W Allegan St 

 Unit 16 2214 NW 1st Place Lansing, MI 48933-1592 

 Weymouth, MA 02188-1124 2 FL 

 Miami, FL 33127 

 

 Minnesota Dept of Revenue Missouri Dept of Revenue Mizner Park 

 600 Robert St N 301 W Hight St 327 Plaza Real, Suite 355 

 Saint Paul, MN 55101 Jefferson City, MO 65101-1517 Boca Raton, FL 33432-3944 

 Mondelez Global LLC Morinaga America Inc Morinaga America, Inc. 

 Attn: Wesley Saraceni 18552 Macarthur Blvd 4 Park Plaza, Suite 750 

 Mondelez International Ste 360 Irvine, CA 92614-5211 

 100 DeForest Avenue Irvine, CA 92612-1216 

 East Hanover, NJ 07936-2813 

 

 NEST International, Inc. (p)STATE OF NEW JERSEY Nassau Candy 

 Brown & Connery, LLP DIVISION OF TAXATION BANKRUPTCY UNIT 530 W John St 

 Attn: Donald K. Ludman, Esq. PO BOX 245 Hicksville, NY 11801-1039 

 6 North Broad Street, Suite 100 TRENTON NJ 08646-0245 

 Woodbury, NJ 08096-4635 

 

 Nathan Y. Salazar Navy Pier, Inc. Nest International 

 9018 Perma Ln Attn: President/CEO and General Counsel 550 Cresent Blvd 

 San Antonio, TX 78224-2137 600 East Grand Avenue Ste 5 

 Chicago, IL 60611-6335 Gloucester City, NJ 08030-2754 

 Nevada Dept of Revenue New Jersey Dept of Revenue New Orleans Dept of Revenue 

 555 E. Washington Ave 125 W State St 617 North Third Street 

 Suite 1300 Trenton, NJ 08608-1101 Baton Rouge, LA 70802-5431 

 Las Vegas, NV 89101-1046 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 16 of 78
 New Rivercenter Mall II LP New York Dept of Revenue Nigel Frank International 

 Goldberg Weprin Finkel Goldstein LLP Po Box 61000 110 Williams St 

 1501 Broadway, 22nd Floor Albany, NY 12212-1000 Fr 21 

 New York, NY 10036-5600 New York, NY 10038-3901 

 

 North Carolina Department of Revenue North Carolina Dept of Revenue North East Contractors, Inc. 

 Bankruptcy Unit 501 N Wilmington St 87 Blue Hen Dr 

 P.O. Box 1168 Raleigh, NC 27604-8002 Newark, DE 19713-3405 

 Raleigh, NC 27602-1168 

 North Star Mall LLC Odd Sox Distribution LLC Ohio Department of Taxation Bankruptcy Divis 

 7400 San Pedro 1277 South Highland P.O. Box 530 

 Suite 224 Clearwater, FL 33756-4384 Columbus, OH 43216-0530 

 General Growth Mgmt Office 

 San Antonio, TX 78216-8323 

 

 Ohio Dept of Revenue Opry Mills Mall Limited Partnership Orlando Outlet Owner LLC 

 4485 Northland Ridge Blvd c/o M.S. Management Associates Inc., c/o Simon Property Group 

 Columbus, OH 43229-5404 225 West Washington Street 225 West Washington St. 

 Indianapolis, IN 46204-3438 Indianapolis IN 46204-3435 

 Paul Bundonis Pembroke Lakes Mall LLC Pez Candy, Inc. 

 616 Drexel Rd 11401 Pines Boulevard PO Box 30087 

 Swarthmore, PA 19081-2511 Suite 546 New York, NY 10087-0087 

 General Growth Mgmt Office 

 Pembroke Pines, FL 33026-4106 

 

 Phoenix Premium Outlets, LLC Pier Renaissance, LP Pier at Caesars LLC 

 Lease Services, c/o Simon Property Group Karen Worman, Regional VP Finance Karen Worman, Regional VP Finance 

 225 West Washington ST 2100 Pacific Avenue 2100 Pacific Avenue 

 Indianapolis IN 46204-3438 Atlantic City, NJ 08401-6612 Atlantic City, NJ 08401-6612 

 Platinum Parking East LLC Play Visions, Inc. Plaza Bonita LLC 

 401 Biscayne Blvd 19180 144 Ave NE c/o Ilan Markus, Esq. 

 Miami, FL 33132-1924 Woodinville, WA 98072-4371 Barclay Damon LLP 

 545 Long Wharf Drive, Ninth Floor 

 New Haven, CT 06511-5960 

 

 Plaza Bonita, LP Pop Sockets LLC Print Appeal, Inc. 

 Attn: Legal Dept, c/o Westfield, LLC 3033 Sterling Circle 11220 Pagemill Rd. 

 11601 Wilshire Blvd Boulder, CO 80301-2591 Dallas, TX 75243-8313 

 11 FL 

 Los Angeles, CA 90025 

 

 Professional Pr Project Service LLC Promenade Enterprises, L.P. 

 PO Box 1840 c/o Richard C Buturla 127 Esparta Way 

 Santa Ana, CA 92702-1840 75 Broad St Santa Monica, CA 90402-2138 

 Milford, CT 06460-3331 

 Pyramid Management Group, LLC Quadient Leasing Usa, Inc Quiet Waters Busisns Park, LLC 

 The Clinton Exchange, PO Box 123682 c/o Grubb & Ellis Management Services, I 

 4 Clinton Square Dept 3682 8200 NW 33rd Street 

 Syracuse, NY 13202-1078 Dallas, TX 75312-3682 Ste 107 

 Doral, FL 33122-1942 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 17 of 78
 R Baker & Son All Industrial Svcs Inc NJ RTL Atlantic Town Center LLC Raindrops Enterprise, LLC 

 190 Boundary Rd c/o Morgan Stanley Real Estate Investing 1801 NE 123Rd St 

 Marlboro, NJ 07746-1058 3424 Peachtree Road Ne Ste 313 

 9 FL North Miami, FL 33181-2883 

 Atlanta, GA 30326 

 

 Raymond Patella Rexel Capitol Light Richard C Whitaker 

 675 Morris Avenue PO Box 418453 55 N. Frog Pond Rd. 

 Springfield, NJ 07081-1525 Boston, MA 02241-8453 Lexington, IN 47138-8904 

 Ripple Junction Rishi Kapoor Riverwalk Marketplace (New Orleans), LLC 

 P.O. Box 932056 1270 Avenue of the Americas Gen Counsel, c/o The Howard Hughes Corp 

 Cleveland, OH 44193-0007 24th Floor 13355 Noel Road 

 New York, NY 10020-1806 1 Galleria Tower 

 Dallas, TX 75240 

 

 Rosenthal & Rosenthal, Inc. SFDS LLC SHL Holdings, Inc. 

 1370 Broadway, 3rd Floor 239 Java Street 401 E Las Olas Blvd 

 New York, NY 10018-7399 Brooklyn, NY 11222-1805 Ste 800 

 Fort Lauderdale, FL 33301-4284 

 SOCM I, LLC SRMF Town Square Owner LLC c/o Fairbourn STATE OF FLORIDA - DEPARTMENT OF REVENUE 

 130 Yantis Attn: George Manojlovic P.O. BOX 6668 

 Ste 200 1 East Wacker Drive TALLAHASSEE, FL 32314-6668 

 Aliso Viejo, CA 92656-2691 #2900 

 Chicago, IL 60601-2026 

 

 Safety Park Sandblast by Creative Concepts, Inc Schneider National Carriers, Inc. 

 13420 Beach Ave 1500 Georgia Road PO Box 281496 

 Marina Del Rey, CA 90292-5624 Ste A Atlanta, GA 30384-1496 

 Irondale, AL 35210-1147 

 Sean Sager Creative Secureworks Secureworks Inc 

 5051 S Santa Fe Ave PO Box 534583 1 Concourse Pkwy Ne 

 Los Angeles, CA 90058-2123 Atlanta, GA 30353 Suite 500 

 Atlanta, GA 30353-4583 Atlanta, GA 30328-5346 

 Secureworks Inc. Sentinel Systems LLC Set & Stage Creative 

 PO Box 534583 38 Windbeam Lane 5051 S Santa Fe Ave 

 Atlanta, GA 30353-4583 Ringwood, NJ 07456-1237 BUilding B 

 Los Angeles, CA 90058-2123 

 Shops At Sunset Mall Owner, LLC Sin City Suckers Singer Coney, LLC 

 c/o M.S. Management Associates Inc., 3330 West Hacienda Blvd. c/o Joseph Lee Matalon, Esq. 

 225 West Washington St # 409 1602 Lawrence Avenue, Suite 110 

 Indianapolis, IN 46204-3438 Las Vegas, NV 89118-1719 Ocean, NJ 07712-3434 

 Singer Coney, LLC Sirina Protection Systems Corp. So Carolina Dept of Revenue 

 c/o Thor Equities, LLC, 151 Herricks Road, Suite 103 1452 W Evans St 

 25 West 39 St Garden City Park, NY 11040-5200 Ste 100 

 New York, NY 10018-3805 Florence, SC 29501-3391 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 18 of 78
 SolarWinds South Carolina Dept of Revenue South Carolina Dept of Revenue 

 PO Box 730720 1452 W Evans St 3713 Renee Dr 

 Dallas, TX 75373-0720 Ste 100 Myrtle Beach, SC 29579-4109 

 Florence, SC 29501-3391 

 

 Southpoint Mall, LLC Spin Master, Inc. Squire Boone Village, Inc. 

 c/o The Streets at Southpoint, 300 International Dr PO Box 711 

 350 N. Orleans St Williamsville, NY 14221-5781 New Albany, IN 47151-0711 

 Ste 300 

 Chicago, IL 60654-1607 

 

 State of Michigan Department of Treasury State of Minnesota, Dept of Revenue Station Park CenterCal LLC 

 3030 W. Grand Blvd. Ste. 10-200 POB 64447 BKY c/o Centercal Properties, LLC 

 Detroit, MI 48202-6030 St Paul, MN 55164-0447 1600 East Franklin Ave. 

 El Segundo, IL 90245-4337 

 Stephanie Logan Stonedog Studios Street Retail, Inc. 

 1885 Wilson Avenue, Suite 204 17 Bannard St c/o Federal Realty Investment Trust, 

 Toronto Ontario #12 1626 East Jefferson St 

 Canada Freehold, NJ 07728-1686 Rockville, MD 20852-4041 

 , 

 

 Stretched Politics LLC Stribbons Inc Summerlin Center, LLC 

 2845 S Imperial St 2921 W Cypress Creek Rd Gen Counsel, c/o The Howard Hughes Corp 

 Salt Lake City, UT 84106-3644 #101 13355 Noel Road 

 Fort Lauderdale, FL 33309-1755 1 Galleria Tower 

 Dallas, TX 75240 

 

 Sundance East Partners, L.P. Sunrise Mills (MLP) Limited Partnership Super Impulse Usa LLC 

 Attn: Property Manager, c/o M.S. Management Associates Inc., 10 Canal Street 

 201 Main Street 225 West Washington St Ste 330 

 Ste 700 Indianapolis, IN 46204-3438 Bristol, PA 19007-3900 

 Fort Worth, TX 76102-3134 

 

 Sweets Indeed, LLC TDOR c/o Attorney General (p)DE LAGE LANDEN FINANCIAL 

 1032 E Edna Place PO Box 20207 ATTN LITIGATION & RECOVERY 

 Covina, CA 91724-2411 Nashville, TN 37202-4015 1111 OLD EAGLE SCHOOL ROAD 

 WAYNE PA 19087-1453 

 TY Inc TY Inc. Tanger National Harbor, LLC 

 POB 5377 PO Box 5934 Legal Dept, c/o Tanger Properties LP 

 Oak Brook IL 60522-5377 Chicago, IL 60680-5934 3200 Northline Avenue 

 Ste 360 

 Greensboro, NC 27408-7612 

 

 Tanger Outlets Deer Park, LLC Tanger Properties Limited Partnership Tarcor Inc. 

 Attn: Legal Admin., c/o Tanger Outlets Lockbox #414225) MA5-527-02-07 1885 Wilson Avenue, Suite 204 

 3200 Northline Ave 2 Morrissey Blvd Toronto Ontario 

 Ste 360 Dorchester, MA 02125-3312 Canada 

 Greensboro, NC 27408-7612 M9M 1A2 

 

 Tarcor, Inc Taste Beauty LLC Taste of Nature, Inc 

 167 Bentoak Cres PO Box 850 2828 Donald Douglas Loop N 

 Thornhill Edison, NJ 08818-0850 Ste A 

 Ontario L4J8S6 Santa Monica, CA 90405-2966 

 CANADA 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 19 of 78
 Taubman Auburn Hills Associates LP (p)TENNESSEE DEPARTMENT OF REVENUE Texas Comptroller of Public Accounts 

 200 East Long Lake Road ATTN COLLECTION SERVICES DIVISION BANKRUPTCY UNIT Office of the Attorney General 

 Bloomfield Hills, MI 48304-2360 P O BOX 190665 POB 12548, MC-008 

 NASHVILLE TN 37219-0665 Austin TX 78711-2548 

 

 Texas Dept of Revenue The Cannery Row Company, L.P. The Irvine Company LLC 

 PO Box 13528 555 Abrego Street, Attention: Accounting Department, 

 Capital Station Monterey, CA 93940-3229 101 Innovation 

 Austin, TX 78711-3528 Irvine, CA 92617-3040 

 The Orb Factory Ltd The South Bend Chocolate Co Inc The Terminix International Company Limited P 

 350 Wiconisco St 3300 West Sample St Terminix International 

 Millersburg, PA 17061-8020 South Bend, IN 46619-3077 PO Box 1000, Dept. 916 

 Memphis, TN 38148-0001 

 The Weeks Lerman Group LLC Thumbs Up (UK) Limited Tokidoki, LLC 

 58-38 Page Place Braintree Road 5655 W Adams Blvd 

 Maspeth, NY 11378-2235 Ruislip HA4 0EJ Los Angeles, CA 90016-2525 

 ENGLAND 

 Top Trenz Inc Trade Fixtures Trau & Loevner Operating Co Inc 

 85 Air Park Dr 32857 Collection Center Dr 858 Braddock Ave 

 Unit 2 Chicago, IL 60693-0328 Braddock, PA 15104 

 Ronkonkoma, NY 11779-9207 

 Triangle Sign & Service LLC UCC Distributing, Inc. Universal CityWalk 

 PO Box 24186 2580 Pioneer Ave Sr. VP, CityWalk and Sponsorship 

 Baltimore, MD 21227-0686 #A 100 Universal City Plaza 

 Vista, CA 92081-8426 #5511, 6 Floor 

 Universal City, CA 91608 

 

 Universal Studios LLC dba Universal CityWalk Ut Brands LLC V F Mall LLC 

 Universal Studios LLC, Attn: Legal & Bu 85 Enterprise c/o Ilan Markus, Esq. 

 100 Universal City Plaza Building 1155-6 Ste 310 Barclay Damon LLP 

 Universal City, CA 91608-1002 Aliso Viejo, CA 92656-2504 545 Long Wharf Drive, Ninth Floor 

 New Haven, CT 06511-5960 

 

 VF Mall LLC Variety Distributions Inc. Vegas Image 

 Attn: Legal Dep c/o Westfield, LLC 609 7 St 3060 E Post Rd 

 11601 Wilshire Boulevard Harlan, IA 51537-1064 #140 

 11 FL Las Vegas, NV 89120-4449 

 Los Angeles, CA 90025 

 

 Vestar DRM-OPCO, LLC Victoria Gardens Mall, LLC Victory Retail I, L.P., 

 Attn: President c/o Vestar Development Attn: Associate General Counsel, Leasing c/o Cielo Property Group 

 2425 East Camelback Rd 600 Superior Avenue East 2919 Commerce ST., Ste 595 

 Ste 750 Ste 1500 Dallas, TX 75226-1610 

 Phoenix, AZ 85016-4296 Cleveland, OH 44114-2619 

 

 Virginia Dept of Revenue W2001ZI15 CPW Retail Sub, LLC Walker Venice Properties, LLC 

 PO Box 1115 770 Lexington Avenue 5417 Godbey Drive 

 Richmond, VA 23218-1115 4th FL La Canada, CA 91011-1835 

 New York, NY 10065-8165 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 20 of 78
 Washingtonian Lake L.L.C. Watchitude LLC Whiskey River Soap Co 

 General Counsel, c/o The Peterson Compan 24A Joyce Klimer Ave N 434 Mill Race Rd 

 12500 Fair Lakes Cir New Brunswick, NJ 08901-1950 Granville, OH 43023-9531 

 Ste 400 

 Fairfax, VA 22033-3804 

 

 Wisconsin Dept of Revenue (p)WONDERLIC INC YAM Westgate 

 2135 Rimrock Rd ATTN YVONNE FLETCHER c/o YAM Properties, LLC 

 Madison, WI 53713-1443 3401 SALTERBECK COURT 15750 N. Northsight Blvd. 

 SUITE 201 Scottsdale, AZ 85260-1937 

 MOUNT PLEASANT SC 29466-7168 

 

 YESCO Financial Solutions LLC Yesco Joshua W Dobin 

 2401 Foothill Drive PO Box 11676 200 S Biscayne Blvd # 3200 

 Salt Lake City, UT 84109-1479 Tacoma, WA 98411-6676 Miami, FL 33131-5323 

 Michael S Budwick Esq 

 200 S Biscayne Blvd #3200 

 Miami, FL 33131-5323 

 The preferred mailing address (p) above has been substituted for the following entity/entities as so specified 

 by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4). 

 Alabama Dept of Revenue Anastasia Confections Inc. Connecticut Department of Revenue Services 

 50 N Ripley St 1815 Cypress Lake Dr Collections Unit - Bankruptcy Team 

 Montgomery, AL 36130 Orlando, FL 32837 450 Columbus Blvd. Ste. 1 

 Hartford, CT 06103 

 (d)Connecticut Dept of Revenue Diversified Licensing Group Georgia Dept of Revenue 

 450 Columbus Blvd 750 Kappock St 1800 Century Blvd NE 

 Ste 1 # 105 Atlanta, GA 30345 

 Hartford, CT 06103 Bronx, NY 10463 

 Matthew Rosson NJ Division of Taxation TGI Office Automation, LLC 

 1816 North M St PO Box 245 PO Box 41602 

 Lake Worth, FL 33460 Trenton, NJ 08695-0245 Philadelphia, PA 19101-1602 

 Tennessee Dept of Revenue Wonderlic Inc. 

 500 Deaderick St 3401 Salterbeck Ct 

 Nashville, TN 37242 Ste 201 

 Mount Pleasant, SC 29466 

 The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 21 of 78
 (u)Miami (d)Ace-Endico Corporation (d)Broward County 

 80 International Blvd c/o Records, Taxes & Treasury 

 Brewster, NY 10509-2344 Attn: Bankruptcy Section 

 115 S. Andrews Ave. A-100 

 Ft. Lauderdale, FL 33301-1888 

 

 (u)Country Club Plaza JV LLC (d)Empire A/C LLC (u)G&J Holdings, LLC 

 **DELETED PER ECF #32** 22521 Sea Bass Dr **DELETED PER ECF #32** 

 Boca Raton, FL 33428-4619 

 (u)GGB of Raleigh LLC (d)It’Sugar Holdings, LLC (d)KRG/Atlantic Delray Beach, LLC 

 **DELETED PER ECF #32** 401 E. Las Olas Blvd. VP of Property Ops c/o Kite Realty Group 

 Suite 800 30 South Meridian 

 Fort Lauderdale, FL 33301-4284 Ste 1100 

 Indianapolis, IN 46204-3565 

 

 (u)Loomis Armored US, LLC (u)Nathan Y. Salazar (u)Project Service LLC 

 **DELETED PER ECF #32 DELETED PER ECF #32**  **DELETED PER ECF #32** 

 (u)Spk/G&J Holdings, LLC (d)Sweets Indeed, LLC (u)Tuscon Mall L.L.C 

 **DELETED PER ECF #32** 1032 E. Edna Place 4500 N. Oracle Road 

 Covina, CA 91724-2411 General Growth Mgmt Office 

 (u)Utah Dept of Revenue (u)Vestar CPT Tempe Marketplace LLC (u)Yesco Signs LLC 

 210 North 1950 **DELETED PER ECF #32 DELETED PER ECF #32**  

 Master File 

 West Salt Lake City, UT 84134 

 (u)Ziffity Solutions Pvt Limited End of Label Matrix 

 184-187 Th Floor Block1 Mailable recipients 399 

 Unit #1 Temple Steps Bypassed recipients 19 

 Chennal Total 418 

 TAMLI NADAU 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 22 of 78
 Label Matrix for local noticing BBMK Contracting, LLC Broadway Mercer Associates 

 113C-1 c/o Blaxberg, Grayson, Kukoff & Forteza Greenberg Traurig P.A. 

 Case 20-20259-RAM 25 SE 2nd Ave 333 SE 2nd Ave Suite 4000 

 Southern District of Florida Ste 730 Miami, FL 33131-2183 

 Miami Ste 730 

 Wed May 26 15:37:12 EDT 2021 Miami, FL 33131-1696 

 Broadway Mercer Associates Brookfield Properties Retail, Inc. Broward County 

 c/o K&L Gates LLP Kristen N. Pate, Esq c/o Records, Taxes & Treasury 

 Attn.: Daniel M. Eliades 350 N. Orleans St, Suite 300 Attn: Bankruptcy Section 

 One Newark Center Chicago, IL 60654-1607 115 S. Andrews Ave. A-100 

 One Newark Center Ft. Lauderdale, FL 33301-1888 

 Newark, NJ 07102-5235 

 CRG Financial LLC Cooper House LLC, c/o Jay Paul Company Daytona Beach Property Holdings Retail, LLC 

 100 Union Avenue, Suite 240 350 California Street c/o Ryan E. Davis, Esq. 

 Cresskill, NJ 07626-2137 Suite 1905 Winderweedle, Haines, Ward & Woodman, PA 

 San Francisco, CA 94104-1432 329 Park Avenue North 

 Second Floor 

 Winter Park, FL 32789-7408 

 ERST 1542 Third Avenue, LLC Federal Realty Investment Trust Hill Partners, Inc., as agent for MCA Promen 

 c/o Brian S. Behar c/o Joaquin J. Alemany, Esq. c/o Fender, Bolling and Paiva, P.A. 

 1855 Griffin Road, Suite A-350 Holland & Knight LLP Chad S. Paiva 

 Ft. Lauderdale, FL 33004-2210 701 Brickell Ave., Ste 3300 6526 S. Kanner Highway, #376 

 Miami, FL 33131-2898 6526 S. Kanner Highway, #376 

 Stuart, FL 34997-6396 

 IMI Huntsville LLC Indianola Pecan House Inc Irvine Company LLC 

 c/o Eric S. Golden, Esq. PO Box 367 c/o Ernie Zachary Park 

 Burr & Forman LLP Indianola, MS 38751-0367 13215 E Penn Street #510 

 200 S. Orange Ave., Suite 800 Whittier, CA 90602-1776 

 Orlando, FL 32801-6404 

 

 It’Sugar Atlantic City LLC It’Sugar FL I LLC It’Sugar FLGC LLC 

 4960 Conference Way N #100 19501 Biscayne Blvd Suite 1313 4960 Conference Way N #100 

 Boca Raton, FL 33431-3311 Aventura, FL 33180-2372 Boca Raton, FL 33431-3311 

 It’Sugar LLC MV Rolling Oaks Retail,LLC (p)MIAMI DADE COUNTY TAX COLLECTOR 

 4960 Conference Way N #100 Lowndes Law Firm ATTN WENDY MONTOYA 

 Boca Raton, FL 33431-3311 215 N. Eola Drive 200 NW 2ND AVENUE 

 Orlando, FL 32801-2028 MIAMI FL 33128-1733 

 Minnesota Department of Revenue NEST International, Inc. Palm Beach County Tax Collector 

 POB 64447-BKY Donald K Ludman, Esq c/o Hampton Peterson, Esq. 

 St Paul, MN 55164-0447 6 North Broad Street #100 POB 3715 

 Woodbury, NJ 08096-4635 West Palm Beach, FL 33402-3715 

 Playvisions Inc Pyramid Management Group, LLC SHL Holdings, Inc. 

 19180- 144th Ave NE Barclay Damon LLP c/o Eric J. Silver, Esq. 

 Woodinville, WA 98072-4371 c/o Ilan Markus Stearns Weaver Miller, et al 

 545 Long Wharf Drive, Ninth Floor Museum Tower, Suite 2200 

 New Haven, CT 06511-5960 150 West Flagler Street 

 Miami, FL 33130-1536 

 Simon Property Group, Inc. Singer Coney, LLC (c)STATE OF CONNECTICUT, DEPT. OF REVENUE SER

 Attn: RonaldM. Tucker, Esq. c/o Ilyse M. Homer, Esq. OFFICE OF THE ATTORNEY GENERAL 

 225 West Washington Street Berger Singerman LLP 165 CAPITOL AVE STE 3000 

 Indianapolis, IN 46204-3438 1450 Brickell Avenue HARTFORD CT 06106-1667 

 Suite 1900 

 Miami, FL 33131-5319 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 23 of 78
 Stribbons TN Dept of Revenue Taubman Landlords 

 2921 W Cypress Creek Rd #101 c/oTN Attorney General’s Office, c/o Andrew S Conway 

 Ft. Lauderdale, FL 33309-1755 Bankruptcy Division 200 East Long Lake Road 

 PO Box 20207 Suite 300 

 Nashville, TN 37202-4015 Bloomfield Hills, MI 48304-2324 

 

 The Macerich Company Tokidoki LLC Victory Retail I, L.P. 

 c/o Joaquin J. Alemany, Esq. 5655 W Adams Blvd c/o Alexander Ricks PLLC 

 Holland & Knight LLP Los Angeles, CA 90016-2525 1420 E 7th Street, Ste 100 

 Holland & Knight LLP Charlotte, NC 28204-2408 

 Miami, FL 33131 

 

 Washington Prime Group Inc. Westfield, LLC 117 Duval, LLC 

 c/o Frost Brown Todd LLC Barclay Damon LLP 7820 Peters Road 

 301 East Fourth St c/o Ilan Markus E-104 

 Cincinnati, OH 45202-4245 545 Long Wharf Drive, Ninth Floor Plantation, FL 33324-4019 

 New Haven, CT 06511-5960 

 

 AAC HP Realty, LLC ARIZONA DEPARTMENT OF REVENUE Aventura Mall Venture 

 c/o Joshua Bradley Office of the Arizona Attorney General Legal Dept, c/o Turnberry Aventura Mall 

 Rosenberg Martin Greenberg LLP c/o Tax, Bankruptcy and Collection Sct 19501 Biscayne Boulevard, Suite 400 

 25 S. Charles Street, 21st Floor 2005 N Central Ave, Suite 100 Aventura, FL 33180-2337 

 Baltimore, MD 21201-3322 Phoenix, AZ 85004-1546 

 

 Aventura Mall Ventures BBMK CONTRACTING, LLC Bayside Marketplace LLC 

 Mario A. Romine, Esq. c/o Ian J. Kukoff, Esq. Goldberg Weprin Finkel Goldstein LLC 

 Turnberry Associates Blaxberg, Grayson, Kukoff & Forteza, P.A 1501 Broadway, 22nd Floor 

 19501 Biscayne Blvd. Suite 400 25 SE 2nd Ave, Suite 730 New York, NY 10036-5600 

 Aventura, FL 33180-2337 Miami, FL 33131-1696 

 

 Blue Q Corp Bobbleheads.com LLC Boston America Corp. 

 703 West Housatonic St 5885 Shiloh Rd Ste 101 55 Sisth Rd Suite 8 

 Pittsfield. MA 01201-6649 Alpharetta GA 30005-2217 Woburn MA 01801-1746 

 COUNTRY CLUB PLAZA JV LLC Destin Commons, Ltd. Dustin P. Branch, Esq. 

 200 E LONG LAKE ROAD Mario A. Romine, Esq. Ballard Spahr LLP 

 SUITE 300 Turnberry Associates 2029 Century Park East, Suite 1400 

 BLOOMFIELD HILLS, MI 48304-2324 19501 Biscayne Blvd. Suite 400 Los Angeles, CA 90067-2915 

 Aventura, FL 33180-2337 

 

 ESRT 1542 Third Avenue, LLC Excel Gardens LLC Executive Safe and Security Corporation Amph 

 c/o Brian S. Behar, Esq. William McDonald, Esq. ATTN: Anita Cooke 

 Behar, Gutt & Glazer, PA Shopcore Properties, L.P. 10722 Edison Court 

 1855 Griffin Road, Suite A-350 10920 Via Frontera, Suite 220 Rancho Cucamoga, CA 91730-4845 

 Ft. Lauderdale, FL 33004-2210 San Diego, CA 92127-1734 

 

 Fashion Outlets II LLC Fashion Outlets at Foxwoods, LLC Florida Department of Revenue 

 Dustin P. Branch, Esq. c/o Tanger Outlet Centers Bankruptcy Section 

 Ballard Spahr LLP 3200 Northline Avenue, Suite 360 PO Box 6668 

 2029 Century Park East, Suite 1400 Greensboro, NC 27408-7612 Tallahassee, FL 32314-6668 

 Los Angeles, CA 90067-2915 Attn: Kim Statham 

 

 Great Number One, LLC. HPC Gaslamp Square, LLC Heather A. Jamison 

 14422 Shoreside Way Dustin P. Branch, Esq. Burr & Forman LLP 

 Suite #110-181 Ballard Spahr LLP 420 N. 20th Street, Suite 3400 

 Winter Garden, FL 34787-4938 2029 Century Park East, Suite 1400 Birmingham, AL 35203-3284 

 Los Angeles, CA 90067-2915 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 24 of 78
 IMI Huntsville, LLC Internal Revenue Service It’Sugar LLC 

 c/o Barry O’Connor PO Box 7346 4960 Conference Way N 

 11401 Century Oaks Terrace, Suite 240 Philadelphia, PA 19101-7346 Ste 100 

 Austin, TX 78758-8710 Boca Raton, FL 33431-3311 

 

 J. Ted Donovan Meridian CenterCal, L.L.C. Minnesota Dept of Revenue Taxes 

 Goldberg Weprin Finkel Goldstein LLP Dustin P. Branch, Esq. 600 N Robert St 

 1501 Broadway, 22nd Floor Ballard Spahr LLP Mail Station 4115 

 New York, NY 10036-5600 2029 Century Park East, Suite 1400 St Paul, MN 55146-4115 

 Los Angeles, CA 90067-2915 

 

 (p)STATE OF NEW JERSEY New Rivercenter Mall II LP Office of the US Trustee 

 DIVISION OF TAXATION BANKRUPTCY UNIT Goldberg Weprin Finkel Goldstein LLP 51 S.W. 1st Ave. 

 PO BOX 245 1501 Broadway, 22nd Floor Suite 1204 

 TRENTON NJ 08646-0245 New York, NY 10036-5600 Miami, FL 33130-1614 

 PPF RTL Atlantic Town Center, LLC Phoenix Diversified Group Inc Quiet Waters Business Park, LLC 

 Cornell Holmes, General Manager 53 Indian Lane East Alston & Bird LLP c/o David Wender 

 1380 Atlantic Drive #14250 Towaco, NJ 07082-1025 1201 W. Peachtree Street 

 Atlanta, GA 30363-1146 Atlanta, GA 30309-3449 

 Rexel USA Inc. d/b/a Capitol Light Ronald E. Gold SDQ Fee, LLC 

 c/o Daniel J. Goldberg Esq. Frost Brown Todd LLC Ronald E. Gold 

 255 State Street 7th Floor 301 East Fourth Street Frost Brown Todd LLC 

 Boston MA 02109-2618 Cincinnati, OH 45202-4257 301 East Fourth Street 

 Cincinnati, OH 45202-4257 

 

 SOCM I, LLC Sean Sager Creative Set & Stage Creative 

 Dustin P. Branch, Esq. 5051 S Santa Fe Ave 5051 S Santa Fe Ave, Building B 

 Ballard Spahr LLP Los Angeles, CA 90058-2123 Los Angeles, CA 90058-2123 

 2029 Century Park East, Suite 1400 

 Los Angeles, CA 90067-2915 

 

 State of Minnesota Department of Revenue Station Park CenterCal, LLC StoneDog Studios 

 POB 64447 - BKY Dustin P. Branch, Esq. 17 Bannard St # 2 

 St Paul, MN 55164-0447 Ballard Spahr LLP Frehold NJ 07728-1686 

 2029 Century Park East, Suite 1400 

 Los Angeles, CA 90067-2915 

 

 Sundance East Partners, L.P. TAUBMAN AUBURN HILLS ASSOCIATES LP TDOR c/o Attorney General 

 c/o Reed Smith LLP /ATTN: Omar J. Alaniz 200 EAST LONG LAKE ROAD PO Box 20207 

 2850 N. Harwood Street, Suite 1500 SUITE 300 Nashville, TN 37202-4015 

 Dallas, TX 75201-2640 BLOOMFIELD HILLS, MI 48304-2324 

 Tanger National Harbor LLC Tanger Outlets Deer Park, LLC Tanger Properties Limited Partnership 

 c/o Tanger Outlet Centers c/o Tanger Outlet Centers c/o Tanger Outlet Centers 

 3200 Northline Avenue, Suite 360 3200 Northline Avenue, Suite 360 3200 Northline Avenue, Suite 360 

 Greensboro, NC 27408-7612 Greensboro, NC 27408-7612 Greensboro, NC 27408-7612 

 Attn: Kim Statham Attn: Kim Statham Attn: Kim Statham 

 

 Yesco LLC c/o Ian J. KUkoff, Esq. Bradford J. Sandler 

 6725 West Chicago Street Blaxberg Grayson Kukoff & Forteza, P.A. Pachulski Stang Ziehl & Jones LLP 

 Chandler, AZ 85226-3335 25 SE Second Avenue, Suite 730 780 Third Avenue 

 Miami, Florida 33131-1696 34th Floor 

 New York, NY 10017-2024 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 25 of 78
 Bradsford J. Sandler Brian R Kopelowitz Hayley R. Winograd 

 Pachulski Stang Ziehl & Jones LLP One West Las Olas Blvd Pachulski Stang Ziehl & Jones LLP 

 919 North Market Street #500 780 Third Avenue 

 17th Floor Fort Lauderdale, FL 33301-1928 34th Floor 

 Wilmington, DE 19801-3034 New York, NY 10017-2024 

 

 James C. Moon Esq Joshua W Dobin Laurel D. Roglen 

 200 S. Biscayne Blvd # 3200 200 S Biscayne Blvd # 3200 Ballard Spahr LLP 

 Miami, FL 33131-5323 Miami, FL 33131-5323 919 North Market Street, 11th Floor 

 Wilmington, DE 19801-3023 

 Leslie C. Heilman Michael J. Viscount Jr. Michael R. Herz 

 Ballard Spahr LLP Fox Rothschild LLP Fox Rothschild LLP 

 919 North Market Street, 11th Floor 1301 Atlantic Avenue, Suite 400 49 Market Street 

 Wilmington, DE 19801-3023 Atlantic City, NJ 08401-7227 Morristown, NJ 07960-5122 

 Michael S Budwick Esq Paul J. Labov Ricki S. Friedman 

 200 S Biscayne Blvd #3200 Pachulski Stang Ziehl & Jones LLP 1 Huckleberry Lane 

 Miami, FL 33131-5323 780 Third Avenue Hewlett Harbor, NY 11557-2707 

 34th Floor 

 New York, NY 10017-2024 

 

 Robert LeHane Sean T. Wilson Steven W. Golden 

 Kelly Drye & Warren LLP Kelley Drye & Warren LLP Pachulski Stang Ziehl & Jones LLP 

 101 Park Avenue, 29th Floor 101 Park Avenue, 27th Floor 780 Third Avenue 

 New York, NY 10178-3099 New York, NY 10178-3099 34th Floor 

 New York, NY 10017-2024 

 

 Teri M. Kaye Troy Taylor 

 Daszkal Bolton LLP c/o Algon Group 

 2401 NW Boca Raton Blvd 2457 Collins Ave PH 2 

 Boca Raton, FL 33431-6632 Miami Beach, FL 33140-4786 

 The preferred mailing address (p) above has been substituted for the following entity/entities as so specified 

 by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4). 

 Miami-Dade County Tax Collector (d)Miami-Dade County Tax Collector NJ Division of Taxation 

 Peter K. Cam, Tax Collector Attn: Bankruptcy Unit PO Box 245 

 c/o Alexis Gonzalez 200 NW 2nd Avenue, Suite 430 Trenton, NJ 08695-0245 

 200 NW 2nd Avenue, Suite 430 Miami, Florida 33128 

 Miami, FL 33128 

 

 Addresses marked (c) above for the following entity/entities were corrected 

 as required by the USPS Locatable Address Conversion System (LACS). 

 State of Connecticut, Dept. of Revenue Servi 

 Office of the Attorney General 

 165 Capitol Avenue 

 Hartford, CT 06106 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 26 of 78
Store # Counterparty Debtor Description of Contract

Proposed Cure 

Amount Store or Counterparty Address

1000 Quiet Waters Business Park, LLC IT'SUGAR LLC Property Lease - Deerfield Office SEE NOTE 3155 SW 10th St.

Deerfield Beach, FL 33442

1003 BROADWAY AT THE BEACH, INC. IT'SUGAR LLC Property Lease - Myrtle Beach SEE NOTE 1211 Celebrity Circle, #136

Myrtle Beach, SC 29577

1004 Universal Studios LLC IT'SUGAR LLC Property Lease - Universal SEE NOTE 1000 Universal Studios Blvd. #119

Universal City, CA 91608

1010 SRMF Town Square Owner LLC c/o Fairbourne 

Properties, LLC IT'SUGAR LLC Property Lease - Town Square SEE NOTE 6587 Las Vegas Boulevard South, #176Las Vegas, NV 89119

1013 Madison Bay Street LLC IT'SUGAR LLC Property Lease - Emeryville SEE NOTE 5624 Bay Street

Emeryville, CA 94608

1016 HCW Private Development, LLC IT'SUGAR LLC Property Lease - Branson SEE NOTE 809 Branson Landing

Branson, MO 65616

1017 Kierland Crossing, LLC IT'SUGAR LLC Property Lease - Scottsdale SEE NOTE 15149 N. Scottsdale Rd., #165

Scottsdale, AZ 85254

1020 Vestar CPT Tempe Marketplace LLC IT'SUGAR LLC Property Lease - Tempe SEE NOTE 2000 E. Rio Salado Parkway, Space 1072

Tempe, AZ 85281

1025 Anchorage Holdings, L.P. IT'SUGAR LLC Property Lease - Fisherman's 

Wharf SEE NOTE 333 Jefferson Street, Space B-101San Francisco, CA 94133

1030 Vestar DRM-OPCO, LLC IT'SUGAR LLC Property Lease - Desert Ridge SEE NOTE 21001 N. Tatum Boulevard, #36-1170

Phoenix, AZ 85050

1033 KRG/Atlantic Delray Beach, LLC IT'SUGAR LLC Property Lease - Delray 

Marketplace SEE NOTE 9169 West Atlantic Ave. #112Delray Beach, FL 33446

1036 L&M, LLC IT'SUGAR LLC Property Lease - Charleston SEE NOTE 50 N. Market Street

Charleston, SC 29401

1041 The Irvine Company LLC IT'SUGAR LLC Property Lease - Fashion Island SEE NOTE 1021 Newport Center Drive

Newport Beach, CA 92660

1043 IMI Huntsville LLC IT'SUGAR LLC Property Lease - Huntsville SEE NOTE 340 The Bridge Street #116

Huntsville, AL 35806

1045 RTL Atlantic Town Center LLC IT'SUGAR LLC Property Lease - Atlantic Station SEE NOTE 264 19th Street NW, Building 2, Suite 2100-B A

Atlanta, GA 30363

1046 Market Street Retail South, LLC IT'SUGAR LLC Property Lease - Lynnfield SEE NOTE 535 Market Street

Lynnfield, MA 01940

1050 YAM Westgate, LLC IT'SUGAR LLC Property Lease - Westgate SEE NOTE 6751 North Sunset Blvd., Suite E-107

Glendale, AZ 85305

1051 Downtown Delray Holdings, LLC IT'SUGAR LLC Property Lease - Delray II- Atlantic 

Ave SEE NOTE 250 E. Atlantic Ave.Delray Beach, FL 33444

1056 Riverwalk Marketplace (New Orleans), LLC IT'SUGAR LLC Property Lease - Riverwalk 

Outlets SEE NOTE 500 Port of New Orleans Place, Ste. 150New Orleans, LA 70130

1057 J.Q. Nova, LLC IT'SUGAR LLC Property Lease - Madison SEE NOTE 542 State Street

Madison, WI 53703

1060 The Cannery Row Company, L.P. IT'SUGAR LLC Property Lease - Cannery Row SEE NOTE 751 Cannery Row, Ste. 129

Monterey, CA 93940

1064 JRA HHF Venture LLC IT'SUGAR LLC Property Lease - Pembroke 

Gardens SEE NOTE 406 SW 145th Terr.Pembroke Pines, FL 33027

1066 Summerlin Center, LLC IT'SUGAR LLC Property Lease - Summerlin SEE NOTE 1980 Festival Plaza, Ste. 195

Las Vegas, NV 89135

1067 Ashkenazy Acquisition Corp. IT'SUGAR LLC Property Lease - RiverCenter SEE NOTE 849 E. Commerce St., #681

San Antonio, TX 78205

1069 Fashion Outlets II LLC IT'SUGAR LLC Property Lease - Niagara Falls SEE NOTE 1803 Fashion Outlets Blvd. Space 284

Niagara Falls, NY 14304

1070 Walker Venice Properties, LLC IT'SUGAR LLC Property Lease - Venice Beach SEE NOTE 2017 Ocean Front Walk

Venice Beach, CA 90291

1073 Barefoot Landing Commercial, LLC IT'SUGAR LLC Property Lease - Barefoot 

Landing SEE NOTE 4722 C-Highway 17 SouthN. Myrtle Beach, SC 29582

1076 Gart Properties LLC IT'SUGAR LLC Property Lease - Denver SEE NOTE 500 16th Street, 184A

Denver, CO 80202

1077 MCA Promenade Owner LLC IT'SUGAR LLC Property Lease - Coconut Creek SEE NOTE 4437 Lyons Rd., Ste. 103

Coconut Creek, FL 33073

1080 HPC Gaslamp Square, LLC IT'SUGAR LLC Property Lease - Gaslamp SEE NOTE 450 5th Ave., Space 101

San Diego, CA 92101

1084 MOAC Mall Holdings LLC IT'SUGAR LLC Property Lease - Mall of America SEE NOTE 270 North Garden

Bloomington, MN 55425

1086 Ameream LLC IT'SUGAR LLC Property Lease - American Dream SEE NOTE 1 American Dream Way, Suite G134

East Rutherford, NJ 07073

1088 Sundance East Partners, L.P. IT'SUGAR LLC Property Lease - Sundance SEE NOTE 503 Main Street

Fort Worth, TX 76102

1090 Liberty Center LLC IT'SUGAR LLC Property Lease - Liberty SEE NOTE 7125 Haskell Street

Liberty Township, OH 45069

1093 A SAFE KEEPING SELF STORAGE CMCH, INC. IT'SUGAR LLC Property Lease - Ocean City SEE NOTE 952 Boardwalk, Unit A&B

Ocean City, NJ 08226

1096 3000 Ocean Front LLC IT'SUGAR LLC Property Lease - Wildwood SEE NOTE 3008 Boardwalk Space #’s 308/310

Wildwood, NJ 08260

1097 Daytona Beach Property Holdings Retail, LLC IT'SUGAR LLC Property Lease - Daytona SEE NOTE 1860 Victory Cir., Space #M120

Daytona Beach, FL 32114

1098 Domain Northside Retail Property Owner, LP IT'SUGAR LLC Property Lease - Domain SEE NOTE 11621 Rock Rose Blvd., Ste. 100

Austin, TX 78758

1100 Legacy Place Properties LLC IT'SUGAR LLC Property Lease - Legacy PlaceDedham SEE NOTE 544 Legacy Place

Dedham, MA 02026

1101 Easton Town Center II, LLC IT'SUGAR LLC Property Lease - Easton SEE NOTE 121 Easton Town Center

Columbus, OH 43219

1103 JGB Vegas Retail Lessee, LLC IT'SUGAR LLC Property Lease - Grand Bazaar SEE NOTE 3623 Las Vegas Blvd. South, Ste. 200

Las Vegas, NV 89109

1104 Navy Pier, Inc. IT'SUGAR LLC Property Lease - Navy Pier SEE NOTE 600 E. Grand Ave., Space FP-12

Chicago, IL 60611

1105 MV Rolling Oaks Retail, LLC IT'SUGAR LLC Property Lease - Margaritaville SEE NOTE 3230 Margaritaville Blvd., Ste. E.140

Kissimmee, FL 34747

1108 Bayside Marketplace, LLC IT'SUGAR LLC Property Lease - Bayside Temp 

Store SEE NOTE 401 Biscayne Blvd., Space S151Miami, FL 33132

1109 Broadway Mercer Associates IT'SUGAR LLC Property Lease - NYC NOHO 

(SPK) SEE NOTE 665 BroadwayNew York, NY 10012

1110 Miami 26, LLC IT'SUGAR LLC Property Lease - Wynwood Temp SEE NOTE 2516 NW 2nd Ave., Space B

Miami, FL 33127

2025 FAO ROC Holidings LLC IT'SUGAR LLC Property Lease - FAO Schweetz SEE NOTE 30 Rockefeller Plaza

New York, NY 10111

4019 Aventura Mall Venture IT'SUGAR FL 1, LLC Property Lease - Aventura SEE NOTE 19575 Biscayne Blvd., #115

Aventura, FL 33180

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 27 of 78
1024 GRAND CANAL SHOPS II, LLC IT'SUGAR LLC Property Lease - Ventian SEE NOTE 3377 Las Vegas Blvd S., Space 2030

Las Vegas, NV 89109

1027 Victoria Gardens Mall, LLC IT'SUGAR LLC Property Lease - Victoria Gardens SEE NOTE 12485 N. Mainstreet

Rancho Cucamonga, CA 91739

1031 Southpoint Mall, LLC IT'SUGAR LLC Property Lease - Streets at 

Southpoint SEE NOTE 8030 Renaissance Parkway, Suite 925Durham, NC 27713

1083 Baybrook Mall GGP MGMT Office IT'SUGAR LLC Property Lease - Baybrook SEE NOTE 500 Baybrook Mall, S/B C128

Friendswood, TX 77546

1094 Crocker Downtown Development Associates IT'SUGAR LLC Property Lease - Mizner SEE NOTE 339 Plaza Real

Boca Raton, FL 33432

1092 Destiny USA Holdings LLC IT'SUGAR LLC Property Lease - Destiny USA SEE NOTE 1 Destiny USA Drive, J308

Syracuse, NY 13290

1099 Eklecco Newo LLC IT'SUGAR LLC Property Lease - Palisades Center SEE NOTE 4522 Palisades Center Drive

West Nyack, NY 10994

1011 Chelsea Property Group IT'SUGAR LLC Property Lease - Jersey Shore 

Premium SEE NOTE 1 Premium Outlets Blvd., #810Tinton Falls, NJ 07753

1012 Chelsea Orlando Development Limited Partnership IT'SUGAR LLC Property Lease - Orlando I 

Vineland Premium SEE NOTE 8200 Vineland Ave., #118Orlando, FL 32821

1014 Grapevine Mills Mall Limited Partnertship IT'SUGAR LLC Property Lease - Grapevine Mills SEE NOTE 3000 Grapevine Mills Parkway, Suite #413

Grapevine, TX 76051

1023 Opry Mills Mall Limited Partnership IT'SUGAR LLC Property Lease - Opry Mills SEE NOTE 122 Opry Mills Drive

Nashville, TN 37214

1032 Orlando Outlet Owner LLC IT'SUGAR LLC Property Lease - Orlando II 

International Premium SEE NOTE 4973 International Dr. #3F.02Orlando, FL 32819

1034 Mall at Gurnee Mills, LLC IT'SUGAR LLC Property Lease - Gurnee Mills SEE NOTE 6170 West Grand Ave. #477

Gurnee, IL 60031

1035 Phoenix Premium Outlets, LLC IT'SUGAR LLC Property Lease - Phoenix 

Premium SEE NOTE 4976 Premium Outlets Way #414Chandler, AZ 85226

1052 Mall at Katy Mills, L.P. IT'SUGAR LLC Property Lease - Katy Mills SEE NOTE 5000 Katy Mills Circle, Ste. 631

Katy, TX 77494

1074 Arundel Mills Limited Partnership IT'SUGAR ATLANTIC 

CITY LLC Property Lease - Arundel Mills SEE NOTE 7000 Arundel Mills Circle, Space 341Hanover, MD 21076

1078 Colorado Mills Mall Limited Partnership IT'SUGAR ATLANTIC 

CITY LLC Property Lease - Colorado Mills SEE NOTE 14500 W. Colfax Ave., Space 436Lakewood, CO 80401

1106 Sunrise Mills (MLP) Limited Partnership IT'SUGAR LLC Property Lease - Sawgrass Mills SEE NOTE 12801 W. Sunrise Blvd., #307

Sunrise, FL 33323

1008 Tanger Outlets Deer Park, LLC IT'SUGAR LLC Property Lease - Deer Park SEE NOTE 152 Arches Circle, Suite 407

Deer Park, NY 11729

1053 Tanger National Harbor, LLC IT'SUGAR LLC Property Lease - National Harbor SEE NOTE 6800 Oxon Hill Rd., Ste. 880

National Harbor, MD 20745

1061 Tanger Properties Limited Partnership IT'SUGAR LLC Property Lease - Sevierville SEE NOTE 1645 Parkway, Space 1125

Sevierville, TN 37862

1075 Fashion Outlets at Foxwoods, LLC IT'SUGAR LLC Property Lease - Foxwoods SEE NOTE 455 Trolley Line Blvd., Ste. 380

Mashantucket, CT 06338

1058 Country Club Plaza JV LLC IT'SUGAR LLC Property Lease - Country Club 

Plaza SEE NOTE 445 West 47th StreetKansas City, MO 64112

1091 Taubman Auburn Hills Associates Limited Partnership IT'SUGAR LLC Property Lease - Great Lakes 

Crossing Outlets SEE NOTE 4250 Baldwin Rd. #608Auburn Hills, MI 48326

1063 Promenade Enterprises, L.P. IT'SUGAR LLC Property Lease - 3rd Street Prom SEE NOTE 1427 3rd Street Promenade, Ste. #102

Santa Monica, CA 90401

1040 Jemal's Chinatown II, LLC IT'SUGAR LLC Property Lease - Washington DC SEE NOTE 714 7th Street NW

Washington, DC 20001

1047 117 Duval, LLC IT'SUGAR LLC Property Lease - Key West SEE NOTE 117 Duval St.

Key West, FL 33040

1028 1880 Broadway Retail, LLC IT'SUGAR LLC Property Lease - NYC UWS SEE NOTE 1870 Broadway Unit B

New York, NY 10023

1059 210 Muni, LLC IT'SUGAR LLC Property Lease - Brooklyn SEE NOTE 210 Joralemon St. Space E

Brooklyn, NY 11201

1021 Downtown At The Gardens Associates, Ltd. IT'SUGAR LLC Property Lease - Downtown at the 

Gardens SEE NOTE 11701 Lake Victoria Gardens Ave. #2103Palm Beach Gardens, FL 33410

1001 Pier at Caesars LLC

IT'SUGAR ATLANTIC 

CITY LLC Property Lease - Atlantic City SEE NOTE 1 Atlantic Ocean, #1110

Atlantic City, NJ 08401

1029 Cooper House LLC IT'SUGAR LLC Property Lease - Santa Cruz SEE NOTE 110 Cooper Street, Suite 100-C

Santa Cruz, CA 95060

1081 Destin Commons, LTD. IT'SUGAR LLC Property Lease - Destin Commons SEE NOTE 4340 Legendary Dr., Space B114

Destin, FL 32541

1054 ESRT 1542 Third Avenue, LLC IT'SUGAR LLC Property Lease - Upper East Side SEE NOTE 1542 3rd Ave.

New York, NY 10028

1042 Station Park CenterCal LLC IT'SUGAR LLC Property Lease - Station Park SEE NOTE 930 W. Forbush Place #B100

Farmington, UT 84025

1037 Singer Coney, LLC IT'SUGAR LLC Property Lease - Coney Island SEE NOTE 1232 Surf Avenue

Brooklyn, NY 11224

1072 Meridian CenterCal LLC IT'SUGAR LLC Property Lease - Meridian SEE NOTE 3693 E. Longwing Lane, Space #130

Meridian, ID 83646

1082 SOCM I, LLC IT'SUGAR LLC Property Lease - River Park SEE NOTE 540 Collection Blvd.

Oxnard, CA 93036

1018 AAC HP Realty, LLC IT'SUGAR LLC Property Lease - Baltimore SEE NOTE 201 Pratt St.

Baltimore, MD 21202

1089 Street Retail, Inc. IT'SUGAR LLC Property Lease - Rockville SEE NOTE 130 East Gibbs Street

Rockville, MD 20850

1019 V F Mall LLC IT'SUGAR LLC Property Lease - Valley Fair SEE NOTE 2855 Stevens Creek Blvd. #2231

San Jose, CA 95050

1006 Plaza Bonita LLC IT'SUGAR LLC Property Lease - Plaza Bonita SEE NOTE 3030 Plaza Bonita Rd. #2268

National City, CA 91608

1055 Washingtonian Lake Retail LLC IT'SUGAR LLC Property Lease - Gaithersburg SEE NOTE 216 Boardwalk Place

Gaithersburg, MD 20878

Avalara, Inc. IT'SUGAR LLC Third party sales tax processing 

agreement 0.00 225 S. King St. #1800Seattle, WA 98104

Florida Panthers Hockey Club, Ltd. and Arena 

Operating Company, Ltd. IT'SUGAR LLC Sponsorship and Advertising Agreement 0.00 One Panthers Parkway, Attn: President, CEO

Sunrise, FL 33323

AvidXchange, Inc. IT'SUGAR LLC Third party AP/invoice processing 0.00 P.O. Box 36862Charlotte, NC 28236

Contract Datascan, LP IT'SUGAR LLC Master Rental Agreement - scanner equipment 0.00 2941 Trade Center Dr. #100Carrollton, TX 75007

Frank Recruitment Group aka Nigel Frank 

International IT'SUGAR LLC Bradforces, Inc. re Dynamics Great Plains Consulting 870.00 110 Williams StreetNew York, NY 10038

Loomis Armored US, LLC IT'SUGAR LLC Armored cash management agreement 8,785.98 2500 City West Blvd. #2300Houston, TX 77042

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 28 of 78
MMA Securities LLC IT'SUGAR LLC 401k Retirement Plan Advisory 

and Consulting Agreement 0.00 610 W. Garmantown Pike, Ste. 350Plymouth Meeting, PA 19462

TGI Office Automation, LLC IT'SUGAR LLC Lease for copiers 0.00 P.O. Box 41602Philadelphia, PA 19101-1602

NEST International, Inc. IT'SUGAR LLC Service Agreement 87,219.40 550 Crescent Blvd.Gloucester City, NJ 08030

Yesco Signs LLC IT'SUGAR LLC Service Agreement 919.00 10235 Bellegrave Ave.Jurupa Valley, CA 91752

Yesco Financial Solutions LLC IT'SUGAR LLC Finance Lease Agreement 35,883.60 2401 Foothill Dr.Salt Lake City, UT 84109

SecureWorks, Inc. IT'SUGAR LLC Master Services Agreement 19,171.00 One Concourse Parkway, #500Atlanta, GA 30328

Total Cure (see note): $876,654.73 Note: Pursuant to the terms of Leases and 

modifications, proposed cure amounts for 

individual landlords are confidential. Landlords 

have been provided individual notice of the 

proposed cure amount applicable to their leases.

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 29 of 78
TERM LOAN AGREEMENT 

THIS TERM LOAN AGREEMENT (“Agreement”) is made and entered into effective as 

of _______________, 2021, by and among IT’SUGAR LLC, a Delaware limited liability company 

(“IT’Sugar”), IT’SUGAR ATLANTIC CITY LLC, a Delaware limited liability company 

(“Atlantic City”), IT’SUGAR FLGC LLC, a Florida limited liability company (“FLGC”), 

IT’SUGAR FL I, LLC, a Delaware limited liability company (“FLI”, and together with IT’Sugar, 

Atlantic City and FLGC, collectively, the “Borrowers”, and, each, a “Borrower”) and SHL 

HOLDINGS, INC., a Florida corporation (“Lender”). 

RECITALS 

WHEREAS, IT’Sugar was indebted to Bank of America N.A. (“Bank”) as evidenced by 

that certain Credit Agreement dated August 24, 2018, and First Amendment thereto dated February 

28, 2020, by and between IT’Sugar and Bank (as so amended, the “Prepetition Credit 

Agreement”), evidencing a revolving line of credit in the principal amount of $6,000,000; 

WHEREAS, on April 7, 2020, the Bank’s rights under the Prepetition Credit Agreement 

were assigned without recourse to the SHL pursuant to a Loan Sale and Assignment Agreement 

and by reason thereof Lender is the holder of such Prepetition Credit Agreement and related loan 

documents and has all the rights and obligations of the Bank thereunder; 

WHEREAS, on September 22, 2020, each of the Borrowers filed petitions for relief under 

Chapter 11of the Bankruptcy Code in the United States Bankruptcy Court, Southern District of 

Florida (the “Bankruptcy Court”) styled as follows: (1) In re IT’Sugar FI I, LLC, Case No. 20-

20259-RAM (2) IT’Sugar, LLC, Case No. 20-20261-RAM, (3) IT’Sugar Atlantic City, LLC, Case 

No. 20-20263-RAM and (4) IT’Sugar FLGC, LLC, Case No. 20-20264-RAM (collectively, the 

“Bankruptcy Cases”); 

WHEREAS, in connection with the Bankruptcy Cases, each of the Borrowers requested 

that Lender extend financing to the Borrowers to facilitate its respective reorganization; 

WHEREAS, on or about October 13, 2020, Borrowers and Lender entered into that certain 

Loan and Security Agreement (the “Existing DIP Facility Agreement”, and, together with the 

Prepetition Credit Agreement, collectively, the “Existing Loan Agreements”), pursuant to which 

Lender provided to Borrowers a loan in the aggregate principal amount of $4,000,000; 

WHEREAS, on April 20, 2021, Borrowers filed that certain Plan of Reorganization for

It’Sugar FL I, LLC, It’Sugar, LLC, It’Sugar Atlantic City, LLC and It’Sugar FLGC, LLC in the 

Bankruptcy Cases (the “Plan of Reorganization”) proposing to reorganize their financial affairs 

and exit bankruptcy; 

WHEREAS, as agreed by the Lender and pursuant to the Plan of Reorganization, and as 

approved by the order entered by the Bankruptcy Court confirming the Plan of Reorganization (the 

“Confirmation Order”), (a) (i) the loans under the Existing Loan Agreements will be refinanced 

by the Loan made pursuant to this Agreement, (ii) the Prepetition Credit Agreement will be 

superseded and replaced in its entirety by this Agreement, and (iii) the Existing DIP Facility 

Agreement, except for those provisions contained therein which relate to the grant of a security 

EXHIBIT B

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interest to Lender and all of Lender’s rights and remedies with respect thereto, will be superseded 

and replaced in its entirety by this Agreement, and (b) Lender will increase the amount of the Loan 

to Borrowers hereunder by an additional $3,000,000, for an aggregate principal amount of 

$13,000,000 to be outstanding post-confirmation of the Plan of Reorganization; 

NOW, THEREFORE, in consideration of the mutual benefits hereunder accruing to each 

of the parties, the receipt and sufficiency of which are hereby acknowledged, and in further 

consideration of the mutual performance of this Agreement, the parties hereto agree as follows: 

ARTICLE I 

DEFINITIONS 

1.01 Recitals. The foregoing recitals are true and correct and are incorporated herein by 

this reference as if set forth in their entirety. 

1.02 Additional Definitions. In addition to terms defined elsewhere in this Agreement, 

the following terms when used in this Agreement shall have the meanings indicated below: 

(a) “Business Day” means any day other than a Saturday or Sunday or day on 

which national banks in Florida are authorized or required to be closed. 

(b) “Collateral” has the meaning set forth in the Security Agreement. 

(c) “DACA” means that certain Deposit Account Control Agreement, dated as 

of the date hereof, by and among Borrowers, Lender and Bank of America, N.A. 

(d) (the “Depository Bank”) substantially in the form of Exhibit C attached 

hereto. 

(e) “Indebtedness” means, without duplication, indebtedness for money 

borrowed, whether or not evidenced by notes, bonds, debentures or similar obligations and any 

guarantees with respect thereto. 

(f) “Lien” means any mortgage, lien, encumbrance, charge or other security 

interest of any kind, whether arising by contract, as a matter of law, judicial process or otherwise. 

(g) “Loan Documents” means this Agreement, the Term Note, the Security 

Agreement, the DACA, [List other Documents if any] and any and all other agreements, 

instruments and documents heretofore, now or hereafter executed or delivered by or on behalf of 

the Borrowers with respect to this Agreement or the transactions contemplated by this Agreement, 

as each may be amended, modified or restated from time to time.

(h) “Obligations” means the obligations and indebtedness of the Borrowers to 

the Lender under this Agreement or under any other Loan Document. 

(i) “Person” means any individual, partnership, firm, corporation, association, 

joint venture, limited liability company, trust or other entity, or any government or political 

subdivision or agency, department or instrumentality thereof. 

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(j) “Security Agreement” means that certain Security Agreement, dated as of 

the date hereof, made by the Borrowers in favor of the Lender, substantially in the form of Exhibit 

B attached hereto. 

1.03 Other Definitional Terms. The words “hereof,” “herein” and “hereunder” and 

words of similar import when used in this Agreement shall refer to this Agreement as a whole and 

not to any particular provision of this Agreement, and article, section, schedule, exhibit and like 

references are references to this Agreement unless otherwise specified. The meanings of defined 

terms are equally applicable to the singular and plural forms of such terms. 

ARTICLE II 

LOAN 

2.01 Amount. On the terms and subject to the conditions of this Agreement, Lender 

agrees to make a term loan to Borrowers in the sum of Thirteen Million NO/100 Dollars 

($13,000,000.00) (the “Loan”). Amounts borrowed under the Loan and repaid or prepaid may not 

be reborrowed. Lender will make the Loan available to Borrower in one advance upon satisfaction 

of all conditions set forth herein. The proceeds of the Loan shall be used by the Borrower (a) to 

repay the existing loans made by Lender pursuant to the Existing Loan Agreements, and (b) in 

accordance with the Plan of Reorganization. 

2.02 Term Note. The obligations of the Borrowers to repay the Loan shall be evidenced 

by a term loan promissory note substantially in the form of Exhibit A attached hereto (the “Term 

Note”). The Term Note shall (a) be dated the Effective Date (as hereinafter defined), (b) be stated 

to mature on April 1, 2025 (the “Term Loan Maturity Date”) and (c) be payable as to principal and 

interest as set forth in Sections 2.03 and 2.04. 

2.03 Interest. The principal sum outstanding from time to time under the Term Note shall 

bear interest from the Effective Date at the fixed rate equal to five percent (5%) per annum 

(“Interest Rate”). All computations of interest shall be made by the Lender on the basis of a year 

of three hundred sixty (360) days for the actual number of days (including the first day but 

excluding the last day) occurring in the period for which such interest is payable. 

2.04 Repayment of the Loan. The entire unpaid principal amount of the Loan shall be 

due and payable on the Term Loan Maturity Date. The Loan shall be repaid as follows: (a) 

monthly payments of interest at the Interest Rate shall be due and payable on the first day of each 

month, commencing on ______ 1, 2021 and continuing to and including December 1, 2021, and 

(b) monthly payments of principal in the amount of Three Hundred Twenty-Five Thousand and 

No/100 ($325,000) plus accrued interest shall be due and payable on the first day of each month, 

commencing on January 1, 2022 and continuing to and including the Term Loan Maturity Date. 

On the Term Loan Maturity Date, the entire outstanding principal balance plus accrued interest 

plus all other amounts due under this Agreement and the Term Note shall be due and payable. 

Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a 

Business Day, the date for payment shall be extended to the next succeeding Business Day, and in 

the case of any payment accruing interest, interest thereon shall be payable for the period of such 

extension. All payments hereunder shall be made in United States dollars. 

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2.05 Default Interest Rate; Late Fee. During the occurrence and continuance of an Event 

of Default, the Loan and all other outstanding Obligations hereunder shall bear interest, at an 

interest rate per annum equal at all times to two percent (2%) above the Interest Rate in effect (but 

in no event in excess of the maximum interest rate permitted by applicable law) (the “Default 

Interest Rate”). If any payment of interest or principal due under this Agreement is not made 

within five (5) days after such payment is due in accordance with the terms hereof (other than the 

payment of principal and/or interest due on the Term Loan Maturity Date or the earlier acceleration 

of the Loan), then, in addition to the payment of the amount so due, the Borrowers shall pay to the 

Lender a “late charge” of five cents ($0.05) for each whole dollar so overdue to defray part of the 

cost of collection and handling such late payment. The Borrowers agree that the damages to be 

sustained by the Lender for the detriment caused by any late payment are extremely difficult and 

impractical to ascertain, and that the amount of five cents ($0.05) for each one dollar due is a 

reasonable estimate of such damages, does not constitute interest, and is not a penalty. 

2.06 Voluntary Prepayments. The Borrowers may at any time, upon prior written notice 

to the Lender, prepay the Loan and accrued interest thereon in whole or in part without penalty or 

premium. 

ARTICLE III 

CONDITIONS OF LENDING 

3.01 Conditions to Effectiveness. This Agreement and the obligations of the Lender to 

make the Loan hereunder shall not become effective until the date on which each of the following 

conditions is satisfied or waived by Lender (the “Effective Date”): 

(a) The Lender shall have received from Borrowers the following: (i) a 

counterpart of this Agreement, duly executed by each of the Borrowers; (ii) the Term Note, duly 

executed by each of the Borrowers; (iii) a counterpart of the Security Agreement, duly executed 

by each of the Borrowers; (iv) a counterpart of the DACA, duly executed by each of the Borrowers 

and the Depository Bank; and (v) duly executed copies of each of the other Loan Documents and 

such other documents, certificates, instruments and agreements as the Lender shall reasonably 

request in connection with the transactions contemplated by this Agreement and the other Loan 

Documents; 

(b) The Lender shall have received a certificate of an authorized officer of each 

of the Borrowers attaching (i) a copy of such Borrower’s limited liability company agreement; (ii) 

resolutions of each Borrower authorizing the execution and delivery of each Loan Document, the 

borrowings hereunder and the performance by such Borrower of its obligations set forth under the 

Loan Documents; (ii) a certificate of good standing or active statute as to each Borrower issued by 

the Delaware Department of State or Florida Department of State, as applicable; (iv) a certified 

copy of the Certificate of Formation or Articles of Organization of each Borrower issued by the 

Delaware Department of State or Florida Department of State, as applicable; and (v) certificate of 

incumbency of the authorized officers of each Borrower; 

(c) The Confirmation Order shall be entered and in full force and effect and 

shall not have been appealed, stayed, reversed, vacated or otherwise modified (or subject to a 

motion seeking any of the foregoing) a copy of the Confirmation Order approved and signed by 

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the Bankruptcy Court authorizing the Plan of Reorganization, this Loan and the transactions 

contemplated by this Agreement; 

(d) All documents executed in connection with the implementation of the Plan 

of Reorganization shall be in accordance with the Plan of Reorganization and in form and 

substance reasonably satisfactory to Lender, the Effective Date of the Plan of Reorganization shall 

have occurred, and the Plan of Reorganization shall have been substantially consummated; 

(e) Except as otherwise provided in the Plan of Reorganization, all

Indebtedness of the Borrowers shall have been discharged or subordinated to the Indebtedness to 

the Lender under this Agreement on terms and conditions satisfactory to Lender; 

(f) The Lender shall have received certificates of insurance evidencing 

compliance with the insurance requirements provided in Section 5.06 and certificates of 

endorsement naming the Lender as an additional beneficiary under such insurance policies. 

(g) The Lender shall have received all Uniform Commercial Code financing 

statements required by the Loan Documents or under law or reasonably requested by the Lender 

to be filed, registered or recorded in order to create in favor of the Lender a perfected Lien on the 

Collateral described therein, prior and superior in right to any other Person, and such financing 

statements shall be in proper form for filing, registration or recordation. 

ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

Each Borrower hereby represents and warrants to Lender (which representations and 

warranties will survive the delivery of the Term Note and shall continue so long as any Obligations 

remain outstanding under the Term Note, under this Agreement or under any other Loan 

Document) that: 

4.01 Organization. Each of IT’Sugar, Atlantic City and FLI is a limited liability 

company, duly organized and validly existing and in good standing under the laws of the State of 

Delaware, and has the limited liability company power to own its property and assets and to 

transact the business in which it is engaged. FLGC is a limited liability company, duly organized 

and validly existing under the laws of the State of Florida and its status is active, and it has the 

limited liability company power to own its property and assets and to transact the business in which 

it is engaged. Each of the Borrowers is duly qualified to do business as a foreign limited liability 

partnership in each jurisdiction in which the nature of the business conducted by such Borrower 

requires such qualification. 

4.02 Authority; Enforceability. Each Borrower has the full limited liability company 

power and authority to execute and deliver this Agreement and the other Loan Documents to which 

such Borrower is a party and to consummate the transactions contemplated hereby and thereby. 

This Agreement and the other Loan Documents have been duly executed and delivered by each 

Borrower and constitute the legal, valid and binding agreement of such Borrower enforceable 

against such Borrower in accordance with the terms thereof. 

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4.03 No Violation or Conflict. The execution, delivery and performance by Borrowers 

of this Agreement and the Loan Documents and the consummation by Borrowers of the 

transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any 

provision of law, rule or regulation, or any writ, order, judgment or decree of any court or 

governmental or regulatory agency or authority; (b) violate or conflict with the organizational 

documents of such Borrower; or (c) with or without the passage of time or the giving of notice or 

both, result in the breach of, or constitute a default, cause the acceleration of performance or 

require any consent or notice under, or result in the creation of any Lien upon any property or asset 

of Borrowers (other than in favor of Lender) pursuant to any instrument or agreement to which 

any Borrower is a party or by which any Borrower or its properties or assets may be bound or 

affected. 

4.04 Litigation. Other than the Bankruptcy Cases, there are no actions, suits or 

proceedings pending or, to the knowledge of Borrowers, threatened, or any basis therefor, against 

or affecting Borrowers or the Collateral at law or in equity, in any court or before any governmental 

department or agency. 

4.05 Compliance with Laws. Each Borrower is in compliance with all applicable laws, 

rules, regulations, and other legal requirements with respect to its business and the use, 

maintenance, and operation of the real and personal property owned or leased by such Borrower 

in the conduct of its business. Neither the execution and delivery of this Agreement and the other 

Loan Documents, nor the consummation of the transactions herein or therein contemplated, nor 

compliance with the terms and provisions hereof or thereof, will violate any provision of law or of 

any applicable regulation, rule, order, writ, injunction or decree of any court or governmental 

department, commission, board, bureau, agency or instrumentality. 

4.06 Security Interest. The Security Agreement creates, as security for the Loan and the 

Borrowers’ other obligations hereunder and under the other Loan Documents, a valid and 

enforceable Lien on, and, upon filing the financing statements required thereby, such Lien will 

constitute a perfected security interest in, all Collateral in favor of the Lender, prior to the rights 

and Liens of all third Persons. 

4.07 Taxes. Each Borrower has duly filed or caused to be filed all federal, state, local 

and other tax returns required by applicable law to be filed, and has paid, or made adequate 

provision for the payment of, all federal, state, local and other taxes, assessments and governmental 

charges or levies upon it and its property, income, profits and assets which are due and payable. 

ARTICLE V 

AFFIRMATIVE COVENANTS 

Each Borrower covenants and agrees that during the term of this Agreement and until all 

of the Obligations shall have been paid in full and all other obligations incurred hereunder and 

thereunder are fully performed, Borrower will duly perform and observe each and all of the 

covenants and agreements hereinafter set forth: 

5.01 Books and Records. Maintain proper books and records, and account for financial 

transactions in accordance with generally accepted accounting practices, consistently applied, and 

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permit Lender’s officers and/or its authorized representatives or accountants to visit and inspect 

each Borrower’s offices and properties, examine its books and records, and discuss its accounts 

and business with its respective officers, employees, accountants and auditors, all at reasonable 

times upon reasonable notice. 

5.02 Financial Reporting. Furnish to the Lender: 

(a) As soon as available, but in any event not later than sixty (60) days calendar 

days after the close of each fiscal year-end, annual consolidated financial statements of the 

Borrowers, prepared in accordance with generally accepted accounting principles (“GAAP”), 

which statements shall be audited and reported by a certified public accountant acceptable to 

Lender, together with such other information regarding such Borrower’s financial condition, 

results of operations and cash flows as the Lender may reasonably request. 

(b) As soon as available, but in any event not later than the earlier of (i) eight 

(8) business days and (ii) ten (10) calendar days after the end of each fiscal quarter of each fiscal 

year of the Borrowers, unaudited financial statements prepared in accordance with GAAP, for such 

quarter and for the period from the beginning of the applicable fiscal year to the close of such 

quarter. 

(c) Federal income tax returns for such Borrower as soon as available, but not 

later than May 1st of each year, or, if extensions are filed, then copies of the extension requests by 

May 1st of each year and a copy of the tax returns by August 1st of each year. 

(d) Such other financial and other information pertaining to Borrowers as 

Lender may reasonably request from time to time. 

5.03 Further Assurances. Take any and all such other actions as the Lender may from 

time to time reasonably deem necessary or proper in connection with this Agreement and with the 

obligations of the Borrowers hereunder and under the other Loan Documents. 

5.04 Borrower Existence. Preserve and maintain in full force and effect each Borrower’s 

existence, rights, privileges and franchises. 

5.05 Payment of Debts, Taxes and Claims. Promptly pay and discharge prior to 

delinquency all debts, accounts, liabilities, taxes, assessments and other governmental charges or 

levies imposed upon, or due from, Borrowers, as well as all claims of any kind (including claims 

for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon any 

of its property or the Collateral, except that nothing herein contained shall be interpreted to require 

the payment of any such debt, account, liability, tax, assessment or charge so long as its validity is 

being contested in good faith by appropriate legal proceedings and against which, if requested by 

Lender, reserves satisfactory to Lender have been made therefor. 

5.06 Insurance. Maintain the following insurance policies: 

(a) General Business Insurance. To maintain satisfactory to the Bank as to 

amount, nature and carrier covering property damage (including loss of use and occupancy) to any 

of the Borrower’s properties, business interruption insurance, public liability insurance including 

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coverage for contractual liability, product liability and workers’ compensation, and any other 

insurance which is usual for such Borrower’s business. Each policy shall include a cancellation 

clause in favor of the Lender. 

(b) Insurance Covering Collateral. To maintain all risk property damage 

insurance policies (including without limitation windstorm coverage, flood coverage, and 

hurricane coverage as applicable) covering the tangible property comprising the Collateral. Each 

insurance policy must be in an amount acceptable to the Lender. The insurance must be issued by 

an insurance company acceptable to the Lender and must include a lender’s loss payable 

endorsement in favor of the Lender in a form acceptable to the Lender. 

(c) Evidence of Insurance. Upon the request of the Lender, to deliver to the 

Lender a copy of each insurance policy, or, if permitted by the Lender, a certificate of insurance 

listing all insurance in force. 

(d) Changes to Insurance. To the extent the Lender requires changes in the 

insurance coverage required hereunder after the date hereof, the Borrowers shall have ten (10) 

business days from the date of the Lender’s written notice of such changes to provide evidence of 

its compliance with such required coverage. 

5.07 Compliance with Laws. Comply with all laws, regulations and governmental 

requirements applicable to the Borrowers or to the business or any property of the Borrowers 

(including environmental laws). 

5.08 Property Maintenance. Keep all Collateral in good repair, working order, and 

condition and from time to time make any necessary and proper repairs, renewals, replacements, 

extensions, additions, and improvements thereto so that the business of Borrowers will be 

conducted at all times in accordance with prudent business management. 

5.09 Litigation; Adverse Events. Notify Lender immediately in writing of the 

commencement of any material action, suit, proceeding or investigation against any Borrower, or 

the making of any counterclaim against any Borrower and of all Liens against any of Borrowers’ 

property and promptly advise Lender in writing of any other condition, event or act which comes 

to Borrower’s attention that would or might prejudice Lender’s rights under this Agreement or the 

Loan Documents. 

5.10 Notification. Notify Lender immediately in writing if it becomes aware of the 

occurrence of any Event of Default or of any fact, condition, or event that, only with the giving of 

notice or passage of time or both, would become an Event of Default, or if it becomes aware of a 

material adverse change in the business, prospects, financial condition (including, without 

limitation, proceedings in bankruptcy, insolvency, reorganization or the appointment of a receiver 

or trustee of Borrowers), or results of operations of any Borrower, or the failure of any Borrower 

to observe any of its undertakings under the Loan Documents. 

5.11 Use of Proceeds. Use the proceeds of the Loan solely to repay the existing loans 

made by Lender pursuant to the Existing Loan Agreements, and to repay creditors of the Borrowers 

in accordance with the Plan of Reorganization. 

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5.12 Leases. Pay when due all rents and other amounts payable under any lease 

agreement to which any Borrower is a party. 

ARTICLE VI 

NEGATIVE COVENANTS 

Each Borrower covenants and agrees that during the term of this Agreement and until all 

of the Obligations shall have been paid in full and all other obligations incurred hereunder and 

thereunder are fully performed, no Borrower shall, without the prior written consent of Lender: 

6.01 Liens. Contract, create, incur, assume or suffer to exist any Lien upon any of the 

Collateral, whether now owned or hereafter acquired, except such Liens for taxes not in default or 

being contested in good faith, and except such other Liens disclosed in writing, and acceptable, to 

Lender. 

6.02 Indebtedness. Incur, assume or suffer to exist any Indebtedness, except for 

Indebtedness of Borrowers under this Agreement or the other Loan Documents. 

6.03 Guarantees. Be or become liable in respect of any guarantee, pledge or 

endorsement of any kind whatsoever. 

6.04 Liquidation; Sale of Assets; Merger or Acquisition; Subsidiaries. (a) Wind up, 

liquidate or dissolve its affairs; (b) convey, sell, lease or otherwise dispose of (or agree to do any 

of the foregoing at any future time) all or substantially all of its property or assets; (c) merge with 

any Person or acquire the assets of any Person; or (d) form any direct or indirect subsidiary of any 

Borrower. 

6.05 Other Fundamental Changes. (a) Modify, amend, amend and restate, or otherwise 

supplement any Borrower’s organizational documents; (b) make any material change in the 

management or control of any Borrower; (c) the accounting basis upon which Borrowers’ financial 

statements are prepared; (d) change the tax filing elections that any Borrower has under the Internal 

Revenue Code; and (e) change any Borrower’s name, state of organization or organizational 

identity; provided, that with respect to this clause (e) any Borrower may change its name, state or 

organization or organizational identity upon at least fifteen (15) Business Days prior written notice 

to Lender of such change. 

6.06 Conduct of Business. Materially alter the character in which any Borrower 

conducts its business or the location of such business or the nature of such business conducted at 

the date hereof. 

6.07 Distributions. Pay any distributions to members if an Event of Default exists or 

would result therefrom. 

6.08 Restricted Payments. Declare or make, or agree to declare or make, directly or 

indirectly, any dividend or other distribution (whether in cash, securities or other property) with 

respect to any membership interest in any Borrower, or to incur any obligation (contingent or 

otherwise) to do so, except, as long as there is no Event of Default immediately before and after 

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giving effect to any such payment and no Event of Default would result therefrom, for the payment 

of a cash dividend or distribution to such Borrower’s members. 

ARTICLE VII 

DEFAULT 

7.01 Events of Default. The occurrence of one or more of the following events shall 

constitute a default by Borrowers hereunder (each, an “Event of Default”): 

(a) The Borrowers’ failure to pay any installment of interest or principal on the 

Term Note or any other amount provided for herein or therein later than five days after the date 

thereof; 

(b) Any representation or warranty made by Borrowers herein or in any writing 

furnished in connection with or pursuant to this Agreement or the Loan Documents shall prove to 

be false or incorrect in any material respect as of the date on which it is made; 

(c) Borrowers shall fail to perform or observe any covenant or agreement 

contained in Articles V and VI or any other term, covenant agreement or condition contained in 

this Agreement, the Note, the Security Agreement or any of the other Loan Documents on their 

part to be performed or observed and, to the extent curable, any such failure shall remain 

unremedied for thirty (30) days after written notice thereof shall have been given to the Borrowers 

by the Lender; 

(d) If a final judgment or order (not subject to appeal) for the payment of money 

in excess of $25,000, which is not covered by insurance, is rendered against any of the Borrowers 

and such judgment or order shall continue unsatisfied and in effect for a period of thirty (30) days 

after the expiration of any time period for appeal; 

(e) If any of the Borrowers fails to perform or observe any other obligation or 

condition with respect to any such other Indebtedness, exceeding $10,000 in principal amount, if 

as a result of such failure the holder of such Indebtedness, or any trustee or agent for such holders, 

has accelerated or otherwise caused such Indebtedness to become due and payable prior to its 

stated maturity, but only if such Borrower fails to pay such then-matured Indebtedness within 

thirty (30) days after it has matured. 

(f) If any of the Borrowers becomes insolvent or generally fails to pay, or 

admits in writing its inability or unwillingness to pay its debts as they become due or shall make a 

general assignment for the benefit of creditors; or any proceeding shall be instituted by or against 

any of the Borrowers under the Bankruptcy Code or otherwise, seeking to adjudicate it as bankrupt 

or insolvent, or seeking reorganization, arrangement, adjustment or composition of it or its debts 

under any law relating to bankruptcy, insolvency or reorganization or relief of debtors seeking 

appointment of a receiver, trustee or other similar official for it or for any substantial part of its 

property and such proceeding (unless instituted or consented to by the Borrowers) shall not be 

dismissed within sixty (60) days; or any of the Borrowers shall take any action to authorize any of 

the actions set forth in this Subsection (f); 

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(g) If the Lender’s security interest in the Collateral ceases to be perfected or 

ceases to have priority over all other perfected security interests in the Collateral. 

(h) If an event of default occurs and is continuing under any other agreement 

between any of the Borrowers and the Lender or any affiliate of the Lender, but only if such other 

event of default could reasonably be expected to impair the Borrowers’ ability to repay the Loan. 

7.02 Remedies. Upon the occurrence and during the continuance of any Event of 

Default, the Lender may pursue any or all of the following remedies: 

(a) The Lender may declare the unpaid principal amount of the Term Note, all 

interest thereon and all other amounts payable under this Agreement, the Term Note and the other 

Loan Documents, to be forthwith due and payable, whereupon the same shall become and be 

forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which 

are, to the extent permitted by applicable law, hereby expressly waived by the Borrowers. 

(b) The Lender shall have and may exercise all of its rights and remedies 

available at law under this Agreement, the Term Note, the Security Agreement or any of the other 

Loan Documents, or otherwise available to the Lender. 

(c) The Bank may thereafter charge and collect interest at the Default Interest 

Rate as provided in Section 2.05. 

(d) The Bank, in its sole discretion, may determine the order of application of 

payments or other sums received, including, without limitation, proceeds of Collateral, from any 

source, to the Indebtedness of the Borrowers hereunder. 

7.03 Automatic Remedies for Bankruptcy Default. . If any Event of Default described 

in Section 7.01(f) shall occur, the unpaid principal amount of the Term Note, all interest thereon 

and all other amounts payable under this Agreement, the Term Note and the other Loan Documents 

shall become immediately due and payable, all without presentment, demand, protest or notice of 

any kind. 

7.04 Expenses of Collection. All reasonable costs, expenses and liabilities incurred by 

Lender in collecting or attempting to collect on the Term Note, including costs and expenses 

incurred in proposing or selling or otherwise deriving upon any security, and all reasonable 

attorneys’ fees in connection with such matters, shall constitute a demand obligation of Borrowers. 

7.05 Waiver. Any waiver of an Event of Default by Lender shall not extend to or affect 

any subsequent Event of Default. No failure or delay by Lender in exercising any right hereunder 

shall operate as a waiver, nor shall any single or partial exercise of any right preclude the exercise 

of any other right hereunder. 

ARTICLE VIII 

MISCELLANEOUS 

8.01 Notices. All notices, requests, demands or other communications to or upon the 

respective parties hereto shall be in writing and shall be delivered personally or sent by certified 

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12

United States mail, return receipt requested, postage prepaid, sent by facsimile, or sent by 

nationally recognized overnight courier service with guaranteed next day delivery, in each case, to 

the parties hereto at the names, addresses and numbers set forth on the signature page hereto (or at 

such other addresses or numbers as shall be specified by the parties hereto by like notice). Such 

notices, requests, demands and other communications shall be deemed given when actually 

received, or (a) in the case of delivery by nationally recognized overnight courier service with 

guaranteed next day delivery, the next day or the day designated for delivery, (b) in the case of 

certified United States mail, return receipt requested, postage prepaid, five (5) days after deposit 

in the United States mail or (c) in the case of facsimile, upon receipt by the sender of a confirmation 

report for the number designated on the signature page hereto. 

8.02 Waivers. No failure or delay on the part of the Lender in exercising any right, power 

or privilege under this Agreement, the Term Note, the Security Agreement or any other Loan 

Document, and no course of dealing between the Borrowers and the Lender shall operate as a 

waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this 

Agreement preclude any other further exercise thereof or the exercise of any other right, power or 

privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of 

any rights or remedies which the Lender would otherwise have. No notice to or demand on the 

Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in 

similar or other circumstances or constitute a waiver of the right of the Lender to any other or 

further action in any circumstances without notice or demand. 

8.03 Payment of Expenses. The Borrowers agree, whether or not the transactions hereby 

contemplated shall be consummated, upon demand, to pay to the Lender and save the Lender 

harmless against liability for the payment of all reasonable out-of-pocket expenses arising in 

connection with any modification of, or any consent or waiver under, this Agreement, the Term 

Note, the Security Agreement and the other Loan Documents and enforcement of, or the 

preservation of any rights under, this Agreement, the Term Note, the Security Agreement and the 

other Loan Documents, including, without limitation, documentary stamp taxes payable in 

connection with the Notes or otherwise in connection with any transactions under this Agreement. 

8.04 Survival of Representations, Warranties and Covenants. All representations and 

warranties and covenants made in this Agreement shall survive the making of the Loan and shall 

continue in full force and effect so long as the Loan is unpaid or any obligation hereunder is 

outstanding. 

8.05 Benefit of Agreement. This Agreement shall be binding upon and inure to the 

benefit of the Borrowers and the Lender and their permitted successors and assigns. The 

Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without 

the prior written consent of the Lender. 

8.06 Entire Agreement; Amendment. This Agreement and any schedules and exhibits 

hereto or thereto, contain every obligation and understanding between the parties relating to the 

subject hereof and supersedes all prior discussions, negotiations and agreements between them, 

and none of the parties shall be bound by any conditions, definitions, understandings, warranties 

or representations other than as expressly provided herein. This Agreement may be modified or 

amended only by a written instrument executed by the parties. 

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13

8.07 Headings. The descriptive headings of the several Articles and Sections of this 

Agreement are inserted for convenience only and shall not be deemed to affect the meaning or 

construction of any of the provisions hereof. 

8.08 Severability of Provisions. Any provision of this Agreement, the Term Note, the 

Security Agreement or the other Loan Documents which is prohibited or unenforceable in any 

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or 

unenforceability without invalidating the remaining provisions hereof or affecting the validity or 

enforceability of such provisions in any other jurisdiction. 

8.09 Governing Law. This Agreement and the rights and obligations of the parties 

hereunder and under the Term Note, the Security Agreement and the other Loan Documents shall 

be construed in accordance with and be governed by the laws of the State of Florida applicable to 

agreements made and to be performed entirely within the State of Florida. 

8.10 WAIVER OF JURY TRIAL. THE LENDER AND THE BORROWERS HEREBY 

KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF

THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED 

HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN, THE 

OBLIGATIONS, THIS AGREEMENT, THE TERM NOTE, THE SECURITY AGREEMENT 

OR THE OTHER LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF 

DEALING, STATEMENTS OR ACTIONS OF EITHER PARTY. THIS SECTION 8.11 IS A 

MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS AGREEMENT. 

8.11 Counterpart Agreements. This Agreement may be executed in any number of 

counterparts, each of which shall be deemed an original and all of which together shall constitute 

one and the same Agreement. 

8.12 Indemnity. Borrowers agree to, jointly and severally, pay, indemnify, and hold 

Lender and its affiliates harmless from, and against, any and all liabilities, obligations, losses, 

damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or 

nature whatsoever (including, without limitation, counsel and special counsel fees and 

disbursements in connection with any litigation, investigation, hearing, or other proceeding) with 

respect, or in any way related, to the existence, execution, delivery, enforcement, performance, 

and administration of this Agreement and any other Loan Document, except such liabilities, 

obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements 

that arise out of or result from Lender’s gross negligence or willful misconduct. The provisions 

of this Section shall survive repayment of the Loan. 

8.13 Existing Loan Agreements Superseded. This Agreement amends, modifies, 

supersedes and replaces in its entirety (a) the Prepetition Credit Agreement, and (b) the Existing 

DIP Facility Agreement, except for those provisions contained therein which relate to the grant of 

a security interest to Lender and all of Lender’s rights and remedies with respect thereto. All loans 

outstanding under either Existing Loan Agreement on the date of this Agreement shall be deemed 

to have been made pursuant to this Agreement and the other Loan Documents which shall hereafter 

govern and control for all purposes. Joint and Several Liability of Borrowers. 

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(a) The obligations of the Borrowers hereunder shall be joint and several, shall 

be absolute and unconditional and shall remain in full force and effect until all Obligations shall 

have been paid and, until such payment has been made, shall not be discharged, affected, modified 

or impaired upon the happening from time to time of any event, including, without limitation, any 

of the following, whether or not with notice to or the consent of any of the undersigned: (a) the 

waiver, compromise, indulgence, settlement, release, termination, modification or amendment 

(including, without limitation, any extension or postponement of the time for payment or 

performance or renewal or refinancing) of any or all of the obligations, covenants or agreements 

of any of the Borrowers under this the Agreement, the Term Note or any other Loan Document; 

(b) the failure to give notice to any or all of the Borrowers of the occurrence of a default under the 

terms and provisions of this Agreement, the Term Note or any other Loan Document; (c) the 

release, substitution or exchange by the Lender of any security held by it for the payment of any 

amount due pursuant to the Term Note or any other Loan Document (whether with or without 

consideration) or the acceptance by the Lender of any additional security for such payments or the 

availability or claimed availability of any other security, collateral or source of repayment; (d) the 

voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all 

the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment 

for the benefit of creditors, reorganization, arrangement, composition with creditors or 

readjustment of, or other similar proceedings affecting any or all of the undersigned or any other 

person or entity who, or any of whose property, shall at the time in question be obligated in respect 

of the debt evidenced by the Term Note or any part thereof; (e) any failure, omission, delay or 

neglect by the Lender in enforcing, asserting or exercising any right, power or remedy under this 

Agreement, the Term Note, any other Loan Document, or at law or in equity; (f) the release of any 

Person primarily or secondarily liable for all or any part of the debt evidenced by the Term Note; 

(g) any non-perfection or other impairment of any security; (h) any assignment or transfer by the 

Lender of all or any interest in this Agreement or the Term Note; (i) the invalidity or 

unenforceability of any term or provision in this Agreement, the Term Note or any other Loan 

Document; (j) any merger, consolidation, conversion or re-domestication involving any of the 

Borrowers, any sale, assignment, transfer, conveyance or issuance of any stock, partnership, 

membership or other equity interest by any of the Borrowers or any sale, transfer or conveyance 

by any of the undersigned or any other Person of all or any part of such Person’s interest in any of 

the Borrowers or any affiliate of any of the Borrowers; or (k) to the extent permitted by law, any 

event or action that would, in the absence of this clause, result in the release or discharge of any 

or all of the Borrowers from the performance or observance of any obligation, covenant or 

agreement contained in this Agreement. Without limiting the foregoing, it is the intention of the 

parties that any modification, limitation, or discharge of the obligations of any of the Borrowers 

arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of 

debtors under federal or state law shall not affect, modify, limit or discharge the liability of any 

other co-maker in any manner whatsoever, and this Agreement, the Term Note and the other Loan 

Documents shall remain and continue in full force and effect and shall be enforceable against such 

Borrower to the same extent and with the same force and effect as if any such proceedings had not 

been instituted; and all other Borrowers shall be jointly and severally liable to the Lender under 

this Agreement, the Term Note and the other Loan Documents for the full amount payable 

hereunder irrespective of any modification, limitation, or discharge of the liability of any co-maker 

that may result from any such proceeding. The obligations of the Borrowers to the Lender pursuant 

hereto include and apply to any payment or payments received by the Lender on account of the 

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15

liabilities evidenced hereby, which payment or payments or any part thereof are subsequently 

invalidated, declared to be fraudulent or preferential, set aside and/or required to be paid to a 

trustee, receiver, or any other Person under any bankruptcy, insolvency, reorganization, 

moratorium, fraudulent conveyance or similar law, common law or equitable doctrine. If any 

action or proceeding seeking such repayment is pending or, in the Lender’s sole judgment, 

threatened, this Agreement, the Term Note and any security interest therefor shall remain in full 

force and effect notwithstanding that one or more of the Borrowers may not then be obligated to 

the Lender. The joint and several obligations of the Borrowers to the Lender and this Agreement, 

the Term Note, and any security therefor, shall remain in full force and effect (or be reinstated) 

until the Lender has received payment in full of all Obligations payable to it pursuant to this 

Agreement, the Term Note, and any other Loan Document and the expiration of any applicable 

preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium 

or similar law, or at law or equity, without any claim having been made before the expiration of 

such period asserting an interest in all or any part of any payment(s) received by the Lender. 

(b) The Borrowers expressly agree that the Lender shall not be required first to 

institute any suit or to exhaust its remedies against any of the Borrowers or any other Person to 

become liable hereunder or against any Collateral or security for the Loan evidenced hereby, in 

order to enforce this Agreement and the Term Note; and expressly agree that, notwithstanding the 

occurrence of any of the foregoing, the Borrowers shall be and remain, directly and primarily liable 

for all Obligations due under this Agreement, the Term Note and under the Loan Documents. Each 

Borrower assumes responsibility for keeping itself informed of the financial condition of each 

other Borrower, and any and all endorsers and/or guarantors of any instrument or document 

evidencing all or any part of such other Borrower’s Obligations and of all other circumstances 

bearing upon the risk of nonpayment by such other Borrowers of their Obligations and each 

Borrower agrees that Lender shall not have any duty to advise such Borrower of information 

known to Lender regarding such condition or any such circumstances or to undertake any 

investigation not a part of its regular business routine. If Lender, in its sole discretion, undertakes 

at any time or from time to time to provide any such information to a Borrower, Lender shall not 

be under any obligation to update any such information or to provide any such information to such 

Borrower on any subsequent occasion. 

(c) All rights and claims of each of the Borrowers against any other of the 

Borrowers or the property of any other of the Borrowers now or hereafter existing (collectively, 

the “Borrower Claims”) shall be subordinate and subject in right of payment to the prior payment 

in full of the Obligations. Until such Obligations have been paid in full, and Borrowers have 

performed all of their Obligations, none of the Borrowers shall receive or collect, directly or 

indirectly, from any other of the Borrowers or any other party any payment upon any Borrower 

Claim nor seek to realize upon any collateral securing any such Borrower Claim. Notwithstanding 

the foregoing, if any of the Borrowers shall receive any such payment, such Borrowers shall hold 

such payment in trust for the Lender and shall have absolutely no rights in or to such payment 

except to deliver it promptly to the Lender, and each of the Borrowers hereby covenants to do so. 

None of the Borrowers will assert any right to which it may be or become entitled, whether by 

subrogation, contribution or otherwise, against any other of the Borrowers or against the property 

of any other of the Borrowers by reason of the performance by such party of its obligations under 

this Agreement, except after performance and payment in full of the Term Note and any other 

Loan Documents. 

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(d) Lender is hereby authorized, without notice or demand and without 

affecting the liability of any Borrower under this Agreement, the Term Note or any other Loan 

Documents, to, at any time and from time to time, (i) renew, extend, accelerate or otherwise change 

the time for payment of, or other terms relating to a Borrower’s Obligations or otherwise modify, 

amend or change the terms of any promissory note or other agreement, document or instrument 

now or hereafter executed by a Borrower and delivered to the Lender; (ii) accept partial payments 

on a Borrower’s Obligations; (iii) take and hold security or collateral for the payment of a 

Borrower’s Obligations hereunder or for the payment of any guaranties of a Borrower’s 

Obligations or other liabilities of a Borrower and exchange, enforce, waive and release any such 

security or collateral; (iv) apply such security or collateral and direct the order or manner of sale 

thereof as the Lender, in its sole discretion, may determine; and (v) settle, release, compromise, 

collect or otherwise liquidate a Borrower’s Obligations and any security or collateral therefor in 

any manner, without affecting or impairing the obligations of the other Borrowers. The Lender 

shall have the exclusive right to determine the time and manner of application of any payments or 

credits, whether received from a Borrower or any other source, and such determination shall be 

binding on such Borrower. All such payments and credits may be applied, reversed and reapplied, 

in whole or in part, to any of a Borrower’s Obligations as the Lender shall determine in its sole 

discretion without affecting the validity or enforceability of the Obligations of the other Borrowers. 

(e) Notwithstanding any provisions of this Agreement to the contrary, it is 

intended that the joint and several nature of the Obligations of Borrowers and the liens and security 

interests granted by Borrowers to secure the Obligations, not constitute a “Fraudulent 

Conveyance” (as defined below). Consequently, Lender and Borrowers agree that if the 

Obligations of a Borrower, or any liens or security interests granted by such Borrower securing 

the Obligations would, but for the application of this sentence, constitute a Fraudulent 

Conveyance, the Obligations of such Borrower and the liens and security interests securing such 

Obligations shall be valid and enforceable only to the maximum extent that would not cause such 

Obligations or such lien or security interest to constitute a Fraudulent Conveyance, and the 

Obligations of such Borrower and this Agreement shall automatically be deemed to have been 

amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent 

conveyance under Section 548 of Chapter 11 of Title II of the United States Code (11 U.S.C. § 101, 

et seq.), as amended (the “Bankruptcy Code”) or a fraudulent conveyance or fraudulent transfer 

under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar 

law of any state, nation or other governmental unit, as in effect from time to time. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 45 of 78
17

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

on the day and year first above written. 

BORROWERS: 

IT’SUGAR LLC, 

a Delaware limited liability company

IT’SUGAR Atlantic City LLC, 

a Delaware limited liability company

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Address: 

 

Address: 

 

IT’SUGAR FLGC LLC, 

a Florida limited liability company

IT’SUGAR FL I, LLC, 

a Delaware limited liability company

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Address: 

 

Address: 

 

LENDER: 

SHL Holdings, Inc., 

a Florida corporation

By: 

Name: 

Title: 

Address: 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 46 of 78
EXHIBIT A 

Term Note 

______________ 

$13,000,000 ___________, 2021 

FOR VALUE RECEIVED, the undersigned, IT’SUGAR LLC, a Delaware limited liability 

company (“IT’Sugar”), IT’SUGAR ATLANTIC CITY LLC, a Delaware limited liability company 

(“Atlantic City”), IT’SUGAR FLGC LLC, a Florida limited liability company (“FLGC”), 

IT’SUGAR FL I, LLC, a Delaware limited liability company (“FLI”, and together with IT’Sugar, 

Atlantic City and FLGC, collectively, the “Borrowers”, and, each, a “Borrower”), jointly and 

severally, promise to pay to the order of SHL HOLDINGS, INC., a Florida corporation (“Lender”), 

the principal sum of Thirteen Million and No/100 ($13,000,000.00), which the Lender loaned to 

the Borrowers pursuant to the Term Loan Agreement dated as ____________, 2021, by and among 

the Borrowers and the Lender (as amended, restated or otherwise modified from time to time, the 

“Loan Agreement”), together with interest thereon at a fixed rate per annum equal to five percent 

(5%), in each case, payable at the times and in the amounts set forth in the Loan Agreement. 

The Borrowers further promise to pay interest on the unpaid principal amount of the Term 

Loan (as defined in the Loan Agreement) from the date of such Term Loan until such Term Loan 

is paid in full, payable at the rate(s) and at the time(s) set forth in the Loan Agreement. Payments 

of both principal and interest shall be made in lawful money of the United States of America. 

This Note (this “Note”) shall be governed by the laws of the State of Florida applicable to 

contracts made and to be performed entirely within such State. 

This Note is the “Term Note” described in the Loan Agreement and has been issued 

pursuant to the Loan Agreement. 

The Borrower waives presentment for payment, demand, protest, notice of dishonor and 

all other notices in connection with this Note. 

EACH OF THE BORROWERS AND, BY ITS ACCEPTANCE OF THIS NOTE, THE 

LENDER, HERETO (i) IRREVOCABLY WAIVES THE RIGHT EITHER OF THEM MAY 

HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR 

ARISING OUT OF OR RELATED TO THIS NOTE, WHETHER WITH RESPECT TO

CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE, AND (ii) AGREES THAT ANY 

SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT 

A JURY. WITHOUT LIMITING THE FOREGOING, THE BORROWERS AND, BY ITS 

ACCEPTANCE OF THIS NOTE, THE LENDER, HERETO AGREE THAT THE RIGHT 

EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IS ALSO WAIVED AS TO ANY 

ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT CHALLENGES, IN WHOLE 

OR IN PART, THE VALIDITY OR ENFORCEABILITY OF THIS NOTE. THIS WAIVER IS 

A MATERIAL INDUCEMENT FOR THE LENDER TO MAKE THE LOAN EVIDENCED BY 

THIS NOTE. 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 47 of 78
19

Reference to the Loan Agreement is made for a statement of the terms and provisions under 

which this Note may be required to be prepaid or this Note may be accelerated. 

This Note is given in replacement of, amends and restates, consolidates and supersedes: (a) 

those certain loans made to IT’Sugar, Atlantic City and FLGC under the Prepetition Credit 

Agreement in the aggregate principal amount of $6,000,000, and (b) that certain Promissory Note, 

dated October 7, 2020, in the aggregate principal amount of $4,000,000. 

[Remainder of Page Intentionally Left Blank] 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 48 of 78
IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed on the 

day and year first above written. 

BORROWERS: 

IT’SUGAR LLC, 

a Delaware limited liability company

IT’SUGAR Atlantic City LLC, 

a Delaware limited liability company

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Address: 

 

Address: 

 

IT’SUGAR FLGC LLC, 

a Florida limited liability company

IT’SUGAR FL I, LLC, 

a Delaware limited liability company

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Address: 

 

Address: 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 49 of 78
SECURITY AGREEMENT 

THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of ____________ 

2021 among IT’SUGAR LLC, a Delaware limited liability company (“IT’Sugar”), IT’SUGAR 

ATLANTIC CITY LLC, a Delaware limited liability company (“Atlantic City”), IT’SUGAR 

FLGC LLC, a Florida limited liability company (“FLGC”), IT’SUGAR FL I, LLC, a Delaware 

limited liability company (“FLI”, and together with IT’Sugar, Atlantic City and FLGC, 

collectively, the “Grantors”, and, each, a “Grantor”), and SHL HOLDINGS, INC., a Florida 

corporation (“Lender”). 

RECITALS 

WHEREAS, IT’Sugar, Atlantic City and FLGC were indebted to Bank of America N.A. 

(“Bank”) as evidenced by that certain Credit Agreement dated August 24, 2018, and First 

Amendment thereto dated February 28, 2020, by and between IT’Sugar and Bank (as so amended, 

the “Prepetition Credit Agreement”), evidencing a revolving line of credit in the principal amount 

of $6,000,000, which was secured by all of the assets of each of IT’Sugar, Atlantic City and FLGC 

pursuant to that certain Security Agreement, dated as of August 24, 2018, by and among IT’Sugar, 

Atlantic City, FLGC and Bank (as so amended, the “Prepetition Security Agreement”); 

WHEREAS, on April 7, 2020, the Bank’s rights under the Prepetition Credit Agreement 

and the Prepetition Security Agreement were assigned without recourse to the SHL pursuant to a 

Loan Sale and Assignment Agreement and by reason thereof Lender is the holder of such 

Prepetition Credit Agreement, the Prepetition Security Agreement and related loan documents and 

has all the rights and obligations of the Bank thereunder; 

WHEREAS, on September 22, 2020, each of the Grantors filed petitions for relief under 

Chapter 11of the Bankruptcy Code in the United States Bankruptcy Court, Southern District of 

Florida (the “Bankruptcy Court”) styled as follows: (1) In re IT’Sugar FI I, LLC, Case No. 20-

20259-RAM (2) IT’Sugar, LLC, Case No. 20-20261-RAM, (3) IT’Sugar Atlantic City, LLC, Case 

No. 20-20263-RAM and (4) IT’Sugar FLGC, LLC, Case No. 20-20264-RAM (collectively, the 

“Bankruptcy Cases”); 

WHEREAS, in connection with the Bankruptcy Cases, each of the Grantors requested that 

Lender extend financing to the Grantors to facilitate its respective reorganization; 

WHEREAS, on or about October 13, 2020, Grantors and Lender entered into that certain 

Loan and Security Agreement (the “Existing DIP Facility Agreement”), pursuant to which Lender 

provided to Grantors a loan in the aggregate principal amount of $4,000,000; 

WHEREAS, on April 20, 2021, Borrowers filed that certain Plan of Reorganization for

It’Sugar FL I, LLC, It’Sugar, LLC, It’Sugar Atlantic City, LLC and It’Sugar FLGC, LLC in the 

Bankruptcy Cases (the “Plan of Reorganization”) proposing to reorganize their financial affairs 

and exit bankruptcy; 

WHEREAS, as agreed by the Lender and pursuant to the Plan of Reorganization, and as 

approved by the order entered by the Bankruptcy Court confirming the Plan of Reorganization (the 

“Confirmation Order”), (a) (i) (i) the loans under the Existing Loan Agreements will be refinanced 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 50 of 78
2

by the Loan made pursuant to that certain Term Loan Agreement, dated as of the date hereof (the 

“Loan Agreement”) and will be secured pursuant to a grant of a security interest in all of the assets 

of Grantors pursuant to this Agreement, (ii) the Prepetition Security Agreement will be superseded 

and replaced in its entirety by this Agreement, and (iii) those provisions of the Existing DIP 

Facility Agreement which relate to the grant of a security interest to Lender and all of Lender’s 

rights and remedies with respect thereto will be superseded and replaced in its entirety by this 

Agreement (and, for the avoidance of doubt, all other provisions of the Existing DIP Facility 

Agreement will remain unchanged by this Agreement), and (b) pursuant to the Loan Agreement, 

Lender will increase the amount of the Loan to Borrowers hereunder by an additional $3,000,000, 

for an aggregate principal amount of $13,000,000 to be outstanding post-confirmation of the Plan 

of Reorganization; 

WHEREAS, this Agreement is required by the terms of the Loan Agreement. 

NOW, THEREFORE, in consideration of these premises and other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto 

agree as follows: 

1. Definitions. 

(a) Capitalized terms used and not otherwise defined herein shall have the 

meanings ascribed to such terms in the Loan Agreement and the following terms shall have the 

meanings set forth in the UCC (defined below): Accession, Account, Account Debtor, Adverse 

Claim, As-Extracted Collateral, Certificated Security, Chattel Paper, Commercial Tort Claim, 

Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm 

Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment 

Company Security, Investment Property, Letter-of-Credit Right, Manufactured Home, Payment 

Intangible, Proceeds, Securities Account, Security Entitlement, Securities Intermediary, Security, 

Software, Supporting Obligation and Tangible Chattel Paper. 

(b) In addition, the following terms shall have the meanings set forth below: 

“Collateral” has the meaning provided in Section 2 hereof. 

“Control” means the manner in which “control” is achieved under the UCC with respect to 

any Collateral for which the UCC specifies a method of achieving “control”. 

“Copyright License” means any agreement now or hereafter in existence, providing for the 

grant by, or to, any rights (including, without limitation, the grant of rights for a party to be 

designated as an author or owner and/or to enforce, defend, use, display, copy, manufacture, 

distribute, exploit and sell, make derivative works, and require joinder in suit and/or receive 

assistance from another party) covered in whole or in part by a Copyright. 

“Copyrights” means, collectively, all of the following of any Grantor: (i) all copyrights, 

works protectable by copyright, copyright registrations and copyright applications anywhere in the 

world, (ii) all derivative works, counterparts, extensions and renewals of any of the foregoing, (iii) 

all income, royalties, damages and payments now or hereafter due and/or payable under any of the 

foregoing or with respect to any of the foregoing, including, without limitation, damages or 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 51 of 78
3

payments for past, present and future infringements, violations or misappropriations of any of the 

foregoing, (iv) the right to sue for past, present and future infringements, violations or 

misappropriations of any of the foregoing and (v) all rights corresponding to any of the foregoing 

throughout the world. 

“Government Contract” means a contract between any Grantor and an agency, department 

or instrumentality of the United States or any state, municipal or local Governmental Authority 

located in the United States or all obligations of any such Governmental Authority arising under 

any Account now or hereafter owing by any such Governmental Authority, as Account Debtor, to 

any Grantor. 

“Intellectual Property” means, collectively, all of the following of any Grantor: (i) all 

systems software and applications software (including source code and object code), all 

documentation for such software, including, without limitation, user manuals, flowcharts, 

functional specifications, operations manuals, and all formulas, processes, ideas and know-how 

embodied in any of the foregoing, (ii) concepts, discoveries, improvements and ideas, know-how, 

technology, reports, design information, trade secrets, practices, specifications, test procedures, 

maintenance manuals, research and development, inventions (whether or not patentable), 

blueprints, drawings, data, customer lists, catalogs, and all physical embodiments of any of the 

foregoing, (iii) Patents and Patent Licenses, Copyrights and Copyright Licenses, Trademarks and 

Trademark Licenses and (iv) other agreements with respect to any rights in any of the items 

described in the foregoing clauses (i), (ii), and (iii). 

“Issuer” means the issuer of any Pledged Equity. 

“Patent License” means any agreement, now or hereafter in existence, providing for the 

grant by, or to, any Grantor of any rights (including, without limitation, the right for a party to be 

designated as an owner and/or to enforce, defend, make, have made, make improvements, 

manufacture, use, sell, import, export, and require joinder in suit and/or receive assistance from 

another party) covered in whole or in part by a Patent. 

“Patents” means collectively, all of the following of any Grantor: (i) all patents, all 

inventions and patent applications anywhere in the world, (ii) all improvements, counterparts, 

reissues, divisional, re-examinations, extensions, continuations (in whole or in part) and renewals 

of any of the foregoing and improvements thereon, (iii) all income, royalties, damages or payments 

now or hereafter due and/or payable under any of the foregoing or with respect to any of the 

foregoing, including, without limitation, damages or payments for past, present or future 

infringements, violations or misappropriations of any of the foregoing, (iv) the right to sue for past, 

present and future infringements, violations or misappropriations of any of the foregoing and (v) 

all rights corresponding to any of the foregoing throughout the world. 

“Pledged Equity” means, with respect to each Grantor, (i) 100% of the issued and 

outstanding Equity Interests of each domestic Subsidiary of such Grantor that is directly owned by 

such Grantor and (ii) 65% (or such greater percentage that, due to a change in an applicable law 

after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of 

such foreign Subsidiary as determined for United States federal income tax purposes to be treated 

as a deemed dividend to such foreign Subsidiary’s United States parent and (B) could not 

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reasonably be expected to cause any material adverse tax consequences) of the issued and 

outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 

2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the 

meaning of Treas. Reg. Section 1.956 2(c)(2)) in each foreign Subsidiary of such Grantor that is 

directly owned by such Grantor, including the Equity Interests of the Subsidiaries owned by such 

Grantor as set forth on Schedule 1, in each case together with the certificates (or other agreements 

or instruments), if any, representing such shares, and all options and other rights, contractual or 

otherwise, with respect thereto, including, but not limited to, the following: 

(1) all Equity Interests representing a dividend thereon, or representing a 

distribution or return of capital upon or in respect thereof, or resulting from a stock split, 

revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights 

or options issued to the holder thereof, or otherwise in respect thereof; and 

(2) in the event of any consolidation or merger involving any Issuer and in 

which such Issuer is not the surviving Person, all shares of each class of the Equity Interests 

of the successor Person formed by or resulting from such consolidation or merger, to the 

extent that such successor Person is a direct Subsidiary of a Grantor. 

“Secured Obligations” means, without duplication, (a) all Obligations and other 

indebtedness owing from any Grantor to Lender, whether as a result of future advances from 

Lender or otherwise, and (b) all costs and expenses incurred in connection with enforcement and 

collection thereof, including the fees, charges and disbursements of counsel. 

“Trademark License” means any agreement, now or hereafter in existence, providing for 

the grant by, or to, any Grantor of any rights in (including, without limitation, the right for a party 

to be designated as an owner and/or to enforce, defend, use, mark, police, and require joinder in 

suit and/or receive assistance from another party) covered in whole, or in part, by a Trademark. 

“Trademarks” means, collectively, all of the following of any Grantor: (i) all trademarks, 

trade names, corporate names, company names, business names, fictitious business names, internet 

domain names, trade styles, service marks, logos, other business identifiers, whether registered or 

unregistered, all registrations and recordings thereof, and all applications in connection therewith 

(other than each United States application to register any trademark or service mark prior to the 

filing under an applicable law of a verified statement of use for such trademark or service mark) 

anywhere in the world, (ii) all counterparts, extensions and renewals of any of the foregoing, (iii) 

all income, royalties, damages and payments now or hereafter due and/or payable under any of the 

foregoing or with respect to any of the foregoing, including, without limitation, damages or 

payments for past, present or future infringements, violations, dilutions or misappropriations of 

any of the foregoing, (iv) the right to sue for past, present or future infringements, violations, 

dilutions or misappropriations of any of the foregoing and (v) all rights corresponding to any of 

the foregoing (including the goodwill) throughout the world. 

“Vehicles” means all cars, trucks, trailers, construction and earth moving equipment and 

other vehicles covered by a certificate of title under the applicable law of any state, all tires and all 

other appurtenances to any of the foregoing. 

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“UCC” means the Uniform Commercial Code as in effect from time to time in the state of 

Florida except as such term may be used in connection with the perfection of the Collateral and 

then the applicable jurisdiction with respect to such affected Collateral shall apply. 

“USPTO” means the United States Patent and Trademark Office. 

2. Grant of Security Interest in the Collateral. To secure the prompt payment and 

performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or 

otherwise, of the Secured Obligations, each Grantor hereby grants to the Lender a continuing 

security interest in, and a right to set off against, any and all right, title and interest of such Grantor 

in and to all of the following, whether now owned or existing or owned, acquired, or arising 

hereafter (collectively, the “Collateral”): (a) all Accounts; (b) all cash, currency and cash 

equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); 

(d) those certain Commercial Tort Claims set forth on Schedule 2 (as updated from time to time 

pursuant to Section 4(l)(ii)); (e) all Deposit Accounts; (f) all Documents; (g) all Equipment, 

including, without limitation, all Financed Equipment (as defined in the Loan Agreement); (h) all 

Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; 

(m) all Inventory; (n) all Investment Property; (o) all Letter-of-Credit Rights; (p) all Payment 

Intangibles; (q) all Pledged Equity; (r) all Securities Accounts; (s) all Software; (t) all Supporting 

Obligations; (u) all Vehicles; (v) all books and records pertaining to the Collateral; (w) all 

Accessions and all Proceeds and products of any and all of the foregoing and (x) all other personal 

property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which 

such Grantor now or hereafter has the power to transfer interest therein. 

Notwithstanding anything to the contrary contained herein, the security interests granted 

under this Agreement shall not extend to any General Intangible, permit, lease, license, contract or 

other Instrument of an Grantor to the extent that the grant of a security interest in such General 

Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this 

Agreement, under the terms thereof or under applicable law, is prohibited and would result in the 

termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise 

alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or 

the lapse of time or both); provided that (a) any such limitation described in the foregoing clause 

on the security interests granted hereunder shall only apply to the extent that any such prohibition 

could not be rendered ineffective pursuant to the UCC or any other applicable law (including 

debtor relief laws) or principles of equity and (b) in the event of the termination or elimination of 

any such prohibition or the requirement for any consent contained in any applicable law, General 

Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit 

any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving 

or terminating any requirement for such consent, a security interest in such General Intangible, 

permit, lease, license, contract or other Instrument shall be automatically and simultaneously 

granted hereunder and shall be included as Collateral hereunder. 

The Grantors and the Lender hereby acknowledge and agree that the security interest 

created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured 

Obligations, whether now existing or hereafter arising, (b) is not to be construed as an assignment 

of any Intellectual Property, and (c) shall secure all present and future Secured Obligations of any 

of the Grantors to the Lender. 

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3. Representations and Warranties. Each Grantor hereby represents and warrants to 

the Lender that: 

(a) Ownership. Each Grantor is the legal and beneficial owner of its Collateral 

and has the right to pledge, sell, assign or transfer the same. There exists no Adverse Claim with 

respect to the Pledged Equity of such Grantor. 

(b) Security Interest/Priority. This Agreement creates a valid security interest 

in favor of the Lender in the Collateral of such Grantor and, when properly perfected by filing, 

shall constitute a valid and perfected, first priority security interest in such Collateral (including 

all uncertificated Pledged Equity consisting of partnership or limited liability company interests 

that do not constitute Securities), to the extent such security interest can be perfected by filing 

under the UCC, free and clear of all liens except for Permitted Liens. No Grantor has authenticated 

any agreement authorizing any secured party thereunder to file a financing statement, except to 

perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) 

evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and 

establish the first priority of the Lender’s security interest in all the Pledged Equity evidenced by 

such certificated securities and such Instruments. With respect to any Collateral consisting of a 

Deposit Account, Security Entitlement or held in a Securities Account, upon execution and 

delivery by the applicable Grantor, the applicable Securities Intermediary and the Lender of an 

agreement granting control to the Lender over such Collateral, the Lender shall have a valid and 

perfected, first priority security interest in such Collateral.

(c) Types of Collateral. None of the Collateral consists of, or is the Proceeds 

of, (i) As-Extracted Collateral, (ii) Consumer Goods, (iii) Farm Products, (iv) Manufactured 

Homes, (v) standing timber, or (vi) any other interest in or to any of the foregoing. 

(d) Accounts. (i) Each Account of the Grantors and the papers and documents 

relating thereto are genuine and in all material respects what they purport to be, (ii) each Account 

arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process 

of being delivered) or (B) services theretofore actually rendered by such Grantor to, the account 

debtor named therein, (iii) no Account of a Grantor is evidenced by any Instrument or Chattel 

Paper unless such Instrument or Chattel Paper, to the extent requested by the Lender, has been 

endorsed over and delivered to, or submitted to the control of, the Lender, (iv) no surety bond was 

required or given in connection with any Account of a Grantor or the contracts or purchase orders 

out of which they arose, (v) the right to receive payment under each Account is assignable and (vi) 

to the knowledge of Grantors, no Account Debtor has any defense, set-off, claim or counterclaim 

against any Grantor that can be asserted against the Lender, whether in any proceeding to enforce 

the Lender’s rights in the Collateral otherwise, except defenses, setoffs, claims or counterclaims 

that are not, in the aggregate, material to the value of the Accounts. 

(e) Equipment and Inventory. With respect to any Equipment and/or Inventory 

of a Grantor, each such Grantor has exclusive possession and control of such Equipment and 

Inventory of such Grantor except for (i) Equipment leased by such Grantor as a lessee, (ii) 

Equipment or Inventory in transit with common carriers, (iii) Equipment and/or Inventory in the 

possession or control of a warehouseman, bailee or any agent or processor of such Grantor to the 

extent such Grantor has complied with Section 4(e), or (iv) rights of landowners, lessors, utility 

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companies and/or other parties under leases, pole attachment agreements or similar agreements. 

No Inventory of a Grantor is held by a Person other than a Grantor pursuant to consignment, sale 

or return, sale on approval or similar arrangement. 

(f) Authorization of Pledged Equity. All Pledged Equity (i) is duly authorized 

and validly issued, (ii) is fully paid and, to the extent applicable, nonassessable and is not subject 

to the preemptive rights of any Person, (iii) is beneficially owned as of record by a Grantor and 

(iv) constitutes all the issued and outstanding shares of all classes of the equity of such Issuer 

issued to such Grantor. 

(g) No Other Equity Interests, Instruments, Etc. As of the Closing Date, (i) no 

Grantor owns any certificated Equity Interests in any Subsidiary that are required to be pledged 

and delivered to the Lender hereunder except as set forth on Schedule 1 (as updated from time to 

time pursuant to Section 4(l)(ii)), and (ii) no Grantor holds any Instruments, Documents or 

Tangible Chattel Paper required to be pledged and delivered to the Lender pursuant to Section 

4(c)(i) of this Agreement other than as set forth on Schedule 3 (as updated from time to time 

pursuant to Section 4(l)(ii)). All such certificated securities, Instruments, Documents and Tangible 

Chattel Paper have been delivered to the Lender to the extent (A) requested by the Lender or (B) 

as required by the terms of this Agreement and the other Loan Documents. 

(h) Partnership and Limited Liability Company Interests. Except as previously 

disclosed to the Lender, none of the Collateral consisting of an interest in a partnership or a limited 

liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by 

its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an 

Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or 

a Financial Asset. 

(i) Contracts; Agreements; Licenses. To the knowledge of Grantors, no 

Grantor has any material contracts, agreements or licenses which are non-assignable by their terms, 

or as a matter of law, or which prevent the granting of a security interest therein. 

(j) Consents; Etc. No approval, consent, exemption, authorization or other 

action by, notice to, or filing with, any Governmental Authority or any other Person (including, 

without limitation, any stockholder, member or creditor of such Grantor), is necessary or required 

for (i) the grant by such Grantor of the security interest in the Collateral granted hereby or for the 

execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection of such 

security interest (to the extent such security interest can be perfected by filing under the UCC, the 

granting of control (to the extent required under Section 4(c) hereof) or by filing an appropriate 

notice with the USPTO or the United States Copyright Office) or (iii) the exercise by the Lender 

of the rights and remedies provided for in this Agreement (including, without limitation, as against 

any Issuer), except for (A) the filing or recording of UCC financing statements, (B) the filing of 

appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control 

to perfect the liens created by this Agreement (to the extent required under Section 4(c) hereof), 

(D) such actions as may be required by applicable laws affecting the offering and sale of securities, 

(E) such actions as may be required by applicable foreign applicable laws affecting the pledge of 

the Pledged Equity of foreign Subsidiaries, (F) consents, authorizations, filings or other actions 

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which have been obtained or made, and (G) as may be required with respect to Vehicles registered 

under a certificate of title. 

(k) Commercial Tort Claims. As of the Closing Date, no Grantor has any 

Commercial Tort Claims seeking damages in excess of $50,000 other than as set forth on Schedule 

2. 

4. Covenants. Each Grantor covenants that until such time as the Secured Obligations 

arising under the Loan Documents have been paid in full, such Grantor shall: 

(a) Maintenance of Perfected Security Interest; Further Information. 

(i) Maintain the security interest created by this Agreement as a first 

priority perfected security interest (subject only to Permitted Liens) and shall defend such security 

interest against the claims and demands of all Persons whomsoever (other than the holders of 

Permitted Liens). 

(ii) From time to time furnish to the Lender upon the Lender’s 

reasonable request, statements and schedules further identifying and describing the assets and 

property of such Grantor and such other reports in connection therewith as the Lender may 

reasonably request, all in reasonable detail. 

(b) Required Notifications. Each Grantor shall promptly notify the Lender, in 

writing, of: (i) any lien (other than Permitted Liens) on any of the Collateral which would adversely 

affect the ability of the Lender to exercise any of its remedies hereunder and (ii) the occurrence of 

any other event which could reasonably be expected to have a material impairment on the 

aggregate value of the Collateral or on the security interests created hereby. 

(c) Perfection through Possession and Control. 

(i) If any amount in excess of $25,000 payable under or in connection 

with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel 

Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped 

subject to a Document, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation 

or Document is either in the possession of such Grantor at all times or, if requested by the Lender 

to perfect its security interest in such Collateral, is delivered to the Lender duly endorsed in a 

manner satisfactory to the Lender. Such Grantor shall ensure that any Collateral consisting of 

Tangible Chattel Paper is marked with a legend acceptable to the Lender indicating the Lender’s 

security interest in such Tangible Chattel Paper. 

(ii) Deliver to the Lender promptly upon the receipt thereof by or on 

behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged 

Equity. Prior to delivery to the Lender, all such certificates constituting Pledged Equity shall be 

held in trust by such Grantor for the benefit of the Lender pursuant hereto. All such certificates 

representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be 

accompanied by duly executed instruments of transfer or assignment in blank, substantially in the 

form provided in Exhibit A hereto or other form acceptable to the Lender. 

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(iii) If any Collateral shall consist of Deposit Accounts, Electronic

Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 

execute and deliver (and, with respect to any Collateral consisting of a Securities Account or 

uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, 

with respect to such Investment Property to execute and deliver) to the Lender all control 

agreements, assignments, instruments or other documents as reasonably requested by the Lender 

for the purposes of obtaining and maintaining Control of such Collateral. 

(d) Filing of Financing Statements, Notices, etc. Each Grantor shall execute 

and deliver to the Lender and/or file such agreements, assignments or instruments (including 

affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the 

Lender may reasonably request) and do all such other things as the Lender may reasonably deem 

necessary or appropriate (i) to assure to the Lender its security interests hereunder, including such 

instruments as the Lender may from time to time reasonably request in order to perfect and 

maintain the security interests granted hereunder in accordance with the UCC, including, without 

limitation, financing statements (including continuation statements), (ii) to consummate the 

transactions contemplated hereby and (iii) to otherwise protect and assure the Lender of its rights 

and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes 

and appoints the Lender, its nominee or any other person whom the Lender may designate, as such 

Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to 

the extent applicable, sign) in the name of such Grantor any financing statements, or amendments 

and supplements to financing statements, renewal financing statements, notices or any similar 

documents which in the Lender’s reasonable discretion would be necessary or appropriate in order 

to perfect and maintain perfection of the security interests granted hereunder, such power, being 

coupled with an interest, being and remaining irrevocable until such time as the Secured 

Obligations arising under the Loan Documents have been paid in full. Each Grantor hereby agrees 

that a carbon, photographic or other reproduction of this Agreement or any such financing 

statement is sufficient for filing as a financing statement by the Lender without notice thereof to 

such Grantor wherever the Lender may in its sole discretion desire to file the same. 

(e) Collateral Held by Warehouseman, Bailee, etc. If any Collateral is at any 

time in the possession or control of a warehouseman, bailee or any agent or processor of such 

Grantor and the Lender so requests (i) notify such Person in writing of the Lender’s security 

interest therein, (ii) instruct such Person to hold all such Collateral for the Lender’s account and 

subject to the Lender’s instructions and (iii) use reasonable efforts to obtain a written 

acknowledgment from such Person that it is holding such Collateral for the benefit of the Lender. 

(f) Commercial Tort Claims. Execute and deliver such statements, documents 

and notices and do and cause to be done all such things as may be required by the Lender, or 

required by any applicable law to create, preserve, perfect and maintain the Lender’s security 

interest in any Commercial Tort Claims initiated by or in favor of any Grantor. 

(g) Books and Records. Mark its books and records (and shall cause the Issuer 

of the Pledged Equity of such Grantor to mark its books and records) to reflect the security interest 

granted pursuant to this Agreement. 

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(h) Nature of Collateral. At all times maintain the Collateral as personal 

property and not affix any of the Collateral to any real property in a manner with the intent to 

change its nature from personal property to real property or a Fixture to real property, unless the 

Lender shall have a perfected lien on such Fixture or real property. 

(i) Issuance or Acquisition of Equity Interests. Not without executing and 

delivering, or causing to be executed and delivered, to the Lender such agreements, documents 

and instruments as the Lender may reasonably require, issue or acquire any Pledged Equity 

consisting of an interest in a partnership or a limited liability company that (A) is dealt in or traded 

on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a 

Security governed by Article 8 of the UCC, (C) is an investment company security, (D) is held in 

a Securities Account or (E) constitutes a Security or a Financial Asset. 

(j) Equipment. Maintain each item of Equipment in good working order and 

condition (reasonable wear and tear and obsolescence excepted).

(k) Vehicles. File or cause to be filed in each office in each jurisdiction which 

the Lender shall deem reasonably advisable to perfect its liens on the Vehicles, all applications for 

certificates of title or ownership (and any other necessary documentation) indicating the Lender’s 

first priority lien on the Vehicle (subject to any Permitted Liens) covered by such certificate. 

(l) Further Assurances. 

(i) Promptly upon the request of the Lender and at the sole expense of 

the Grantors, duly execute and deliver, and have recorded, such further instruments and documents 

and take such further actions as the Lender may reasonably request for the purpose of obtaining or 

preserving the full benefits of this Agreement and of the rights and powers herein granted, 

including, without limitation, (A) the assignment of any material contract, (B) with respect to 

Government Contracts, assignment agreements and notices of assignment, in form and substance 

satisfactory to the Lender, duly executed by any Grantors party to such Government Contract in 

compliance with the Assignment of Claims Act (or analogous state applicable law), and (C) all 

applications, certificates, instruments, registration statements, and all other documents and papers 

the Lender may reasonably request and as may be required by law in connection with the obtaining 

of any consent, approval, registration, qualification, or authorization of any Person deemed 

necessary or appropriate for the effective exercise of any rights under this Agreement; provided 

that no Grantor shall be required to take any action to perfect a security interest in any Collateral 

that the Lender reasonably determines in its sole discretion that the costs and burdens to the 

Grantors of perfecting a security interest in such Collateral (including any applicable stamp, 

intangibles or other taxes) are excessive in relation to value to the Lender afforded thereby. 

(ii) From time to time upon the Lender’s reasonable request, promptly 

furnish such updates to the information disclosed pursuant to this Agreement, the Loan Agreement, 

including any Schedules hereto or thereto, such that such updated information is true and correct 

as of the date so furnished. 

5. Authorization to File Financing Statements. Each Grantor hereby authorizes the 

Lender to prepare and file such financing statements (including continuation statements) or 

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amendments thereof or supplements thereto or other instruments as the Lender may from time to 

time deem necessary or appropriate in order to perfect and maintain the security interests granted 

hereunder in accordance with the UCC, which such financing statements may describe the 

Collateral in the same manner as described herein or may contain an indication or description of 

Collateral that describes such property in any other manner as the Lender may determine, in its 

sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest 

in the Collateral granted herein, including, without limitation, describing such property as “all 

assets, whether now owned or hereafter acquired” or “all personal property, whether now owned 

or hereafter acquired,” or describing such property using words of similar import. 

6. Advances. On failure of any Grantor to perform any of the covenants and 

agreements contained herein or in any other Loan Document, the Lender may, at its sole option 

and in its sole discretion, perform the same and in so doing may expend such sums as the Lender 

may reasonably deem advisable in the performance thereof, including, without limitation, the 

payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a 

lien or potential lien, expenditures made in defending against any adverse claim and all other 

expenditures which the Lender may make for the protection of the security hereof or which may 

be compelled to make by operation of any applicable law. All such sums and amounts so expended 

shall be repayable by the Grantors on a joint and several basis promptly upon timely notice thereof 

and demand therefor, shall constitute additional Secured Obligations and shall bear interest from 

the date said amounts are expended at the Default Rate. No such performance of any covenant or 

agreement by the Lender on behalf of any Grantor, and no such advance or expenditure therefor, 

shall relieve the Grantors of any Default or Event of Default. The Lender may make any payment 

hereby authorized in accordance with any bill, statement or estimate procured from the appropriate 

public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, 

statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or 

claim except to the extent such payment is being contested in good faith by a Grantor in appropriate 

proceedings and against which adequate reserves are being maintained in accordance with GAAP. 

7. Remedies. 

(a) General Remedies. Upon the occurrence of an Event of Default and during 

continuation thereof, the Lender shall have, in addition to the rights and remedies provided herein, 

in the Loan Documents, in any other documents relating to the Secured Obligations, or by any 

applicable law (including, but not limited to, levy of attachment, garnishment and the rights and 

remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights 

and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the 

jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies 

to the affected Collateral), and further, the Lender may, with or without judicial process or the aid 

and assistance of others, (i) enter on any premises on which any of the Collateral may be located 

and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) 

dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make 

available to the Lender at the expense of the Grantors any Collateral at any place and time 

designated by the Lender which is reasonably convenient to both parties, (iv) remove any 

Collateral from any such premises for the purpose of effecting sale or other disposition thereof, 

and/or (v) without demand and without advertisement, notice, hearing or process of law, all of 

which each of the Grantors hereby waives to the fullest extent permitted by applicable law, at any 

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place and time or times, sell, lease, assign, give option or options to purchase, or otherwise dispose 

of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or 

more parcels any or all Collateral held by or for it at public or private sale (which in the case of a 

private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated 

to agree, among other things, to acquire such securities for their own account, for investment and 

not with a view to the distribution or resale thereof), at any exchange or broker’s board or 

elsewhere, by one or more contracts, in one or more parcels, for money, upon credit or otherwise, 

at such prices and upon such terms as the Lender deems advisable, in its sole discretion (subject 

to any and all mandatory legal requirements). Each Grantor acknowledges that any such private 

sale may be at prices and on terms less favorable to the seller than the prices and other terms which 

might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such 

private sale shall be deemed to have been made in a commercially reasonable manner and, in the 

case of a sale of Pledged Equity, that the Lender shall have no obligation to delay sale of any such 

securities for the period of time necessary to permit the Issuer of such securities to register such 

securities for public sale under the Securities Act of 1933. The Lender shall have the right upon 

any such public sale or sales, and, to the extent permitted by applicable law, upon any such private 

sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Lender’s 

compliance with applicable laws nor its disclaimer of warranties relating to the Collateral shall be 

considered to adversely affect the commercial reasonableness of any sale. To the extent the rights 

of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of 

reasonable notice shall be met if such notice, specifying the place of any public sale or the time 

after which any private sale is to be made, is personally served on or mailed, postage prepaid, to 

Grantor in accordance with the notice provisions of Section 8.01 of the Loan Agreement at least 

ten (10) days before the time of sale or other event giving rise to the requirement of such notice. 

Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has 

been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general 

circulation in the financial community of New York, New York (to the extent that such offer may 

be advertised without prior registration under the Securities Act of 1933), or (B) made privately in 

the manner described above shall be deemed to involve a “public sale” under the UCC, 

notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 

1933, and the Lender may, in such event, bid for the purchase of such securities. The Lender shall 

not be obligated to make any sale or other disposition of the Collateral regardless of notice having 

been given. To the extent permitted by applicable law, the Lender may be a purchaser at any such 

sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights 

of redemption with respect to any such sale. Subject to the provisions of applicable law, the Lender 

may postpone or cause the postponement of the sale of all or any portion of the Collateral by 

announcement at the time and place of such sale, and such sale may, without further notice, to the 

extent permitted by applicable law, be made at the time and place to which the sale was postponed, 

or the Lender may further postpone such sale by announcement made at such time and place. To 

the extent permitted by applicable law, each Grantor waives all claims, damages and demands it 

may acquire against the Lender arising out of the exercise by the Lender of any rights hereunder 

except to the extent any such claims, damages or demands result solely from the gross negligence 

or willful misconduct of the Lender as determined by a final non-appealable judgment of a court 

of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees 

that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that 

any sale of Collateral to a licensor pursuant to the terms of a license agreement between such 

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licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to 

method, terms, manner, and time) within the meaning of Section 9-610 of the UCC. 

(b) Remedies Relating to Accounts. 

(i) During the continuation of an Event of Default, whether or not the 

Lender has exercised any or all of its rights and remedies hereunder, (A) each Grantor shall notify 

(such notice to be in form and substance satisfactory to the Lender) its Account Debtors and parties 

to its material contracts subject to a security interest hereunder that such Accounts and material 

contracts have been assigned to the Lender and promptly upon request of the Lender, instruct all 

account debtors to remit all payments in respect of Accounts to a mailing location selected by the 

Lender and (B) the Lender shall have the right to enforce any Grantor’s rights against its customers 

and account debtors, and the Lender or its designee may notify any Grantor’s customers and 

account debtors that the Accounts of such Grantor have been assigned to the Lender or of the 

Lender’s security interest therein, and may (either in its own name or in the name of a Grantor or 

both) demand, collect (including without limitation by way of a lockbox arrangement), receive, 

take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all 

amounts due or to become due on any Account, and, in the Lender’s discretion, file any claim or 

take any other action or proceeding to protect and realize upon the security interest of the Lender 

in the Accounts. 

(ii) Each Grantor acknowledges and agrees that the Proceeds of its 

Accounts remitted to or on behalf of the Lender in accordance with the provisions hereof shall be 

solely for the Lender’s own convenience and that such Grantor shall not have any right, title or 

interest in such Accounts or in any such other amounts except as expressly provided herein. The 

Lender shall not have any liability or responsibility to any Grantor for acceptance of a check, draft 

or other order for payment of money bearing the legend “payment in full” or words of similar 

import or any other restrictive legend or endorsement or be responsible for determining the 

correctness of any remittance. 

(iii) During the continuation of an Event of Default, (A) the Lender shall 

have the right, but not the obligation, to make test verifications of the Accounts in any manner and 

through any medium that it reasonably considers advisable, and the Grantors shall furnish all such 

assistance and information as the Lender may require in connection with such test verifications, 

(B) upon the Lender’s request and at the expense of the Grantors, the Grantors shall cause 

independent public accountants or others satisfactory to the Lender to furnish to the Lender reports 

showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and 

(C) the Lender in its own name or in the name of others may communicate with account debtors 

on the Accounts to verify with them to the Lender’s satisfaction the existence, amount and terms 

of any Accounts. 

(iv) During the continuation of an Event of Default, upon the request of 

the Lender, each Grantor shall forward to the Lender, on the last Business Day of each week, 

deposit slips related to all cash, money, checks or any other similar items of payment received by 

the Grantor during such week, and, if requested by the Lender, copies of such checks or any other 

similar items of payment, together with a statement showing the application of all payments on the 

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Collateral during such week and a collection report with regard thereto, in form and substance 

satisfactory to the Lender. 

(c) Deposit Accounts/Securities Accounts. Upon the occurrence of an Event 

of Default and during continuation thereof, the Lender may prevent withdrawals or other 

dispositions of funds in Deposit Accounts and Securities Accounts subject to control agreements 

or held with the Lender. 

(d) Access. In addition to the rights and remedies hereunder, upon the 

occurrence of an Event of Default and during the continuance thereof, the Lender shall have the 

right to enter and remain upon the various premises of the Grantors without cost or charge to the 

Lender, and use the same, together with materials, supplies, books and records of the Grantors for 

the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting 

the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Lender 

may remove Collateral, or any part thereof, from such premises and/or any records with respect 

thereto, in order to effectively collect or liquidate such Collateral. If the Lender exercises its right 

to take possession of the Collateral, each Grantor shall also at its expense perform any and all other 

steps reasonably requested by the Lender to preserve and protect the security interest hereby 

granted in the Collateral, such as placing and maintaining signs indicating the security interest of 

the Lender, appointing overseers for the Collateral and maintaining inventory records. 

(e) Nonexclusive Nature of Remedies. Failure by the Lender to exercise any 

right, remedy or option under this Agreement, any other Loan Document, any other document 

relating to the Secured Obligations, or as provided by applicable law, or any delay by the Lender 

in exercising the same, shall not operate as a waiver of any such right, remedy or option. No 

waiver hereunder shall be effective unless it is in writing, signed by the party against whom such 

waiver is sought to be enforced and then only to the extent specifically stated, which in the case of 

the Lender shall only be granted as provided herein. To the extent permitted by applicable law, 

neither the Lender, nor any party acting as attorney for the Lender, shall be liable hereunder for 

any acts or omissions or for any error of judgment or mistake of fact or law other than their gross 

negligence or willful misconduct hereunder as determined by a final non-appealable judgment of 

a court of competent jurisdiction. The rights and remedies of the Lender under this Agreement 

shall be cumulative and not exclusive of any other right or remedy which the Lender may have. 

(f) Retention of Collateral. In addition to the rights and remedies hereunder, 

the Lender may, in compliance with Sections 9-620 and 9-621 (including notices given thereunder) 

of the UCC or otherwise complying with the requirements of applicable laws of the relevant 

jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and 

until the Lender shall have provided such notices, however, the Lender shall not be deemed to 

have retained any Collateral in satisfaction of any Secured Obligations for any reason. 

(g) Waiver; Deficiency. Each Grantor hereby waives, to the extent permitted 

by applicable law, all rights of redemption, appraisement, valuation, stay, extension or moratorium 

now or hereafter in force under any applicable law in order to prevent or delay the enforcement of 

this Agreement or the absolute sale of the Collateral or any portion thereof. In the event that the 

proceeds of any sale, collection or realization are insufficient to pay all amounts to which the 

Lender is legally entitled, the Grantors shall be jointly and severally liable for the deficiency, 

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together with interest thereon at the Default Rate, together with the costs of collection and the fees, 

charges and disbursements of counsel. Any surplus remaining after the full payment and 

satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court 

of competent jurisdiction shall determine to be entitled thereto. 

(h) Specific Performance. Each Grantor further agrees that a breach of any of 

the covenants contained in this Section 7 will cause irreparable injury to the Lender, that the Lender 

have no adequate remedy at law in respect of such breach and, as a consequence, that each and 

every covenant contained in this Section 7 shall be specifically enforceable against such Grantor, 

and such Grantor hereby waives and agrees not to assert any defenses against an action for specific 

performance of such covenants except for a defense that no Event of Default has occurred under 

the Loan Agreement. 

8. Rights of the Lender. 

(a) Power of Attorney. In addition to other powers of attorney contained 

herein, each Grantor hereby designates and appoints the Lender and each of its designees or agents, 

as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to 

take any or all of the following actions upon the occurrence and during the continuance of an Event 

of Default: 

(i) to demand, collect, settle, compromise, adjust, give discharges and 

releases, all as the Lender may reasonably determine; 

(ii) to commence and prosecute any actions at any court for the purposes 

of collecting any Collateral and enforcing any other right in respect thereof; 

(iii) to defend, settle or compromise any action brought and, in 

connection therewith, give such discharge or release as the Lender may deem reasonably 

appropriate; 

(iv) to receive, open and dispose of mail addressed to a Grantor and

endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or 

other instruments or documents evidencing payment, shipment or storage of the goods giving rise 

to the Collateral of such Grantor on behalf of and in the name of such Grantor, or securing, or 

relating to such Collateral; 

(v) to sell, assign, transfer, make any agreement in respect of, or

otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which 

have given rise thereto, as fully and completely as though the Lender were the absolute owner 

thereof for all purposes; 

(vi) to adjust and settle claims under any insurance policy relating

thereto; 

(vii) to execute and deliver all assignments, conveyances, statements, 

financing statements, continuation financing statements, security agreements, affidavits, notices 

and other agreements, instruments and documents that the Lender may determine necessary in 

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order to perfect and maintain the security interests and liens granted in this Agreement and in order 

to fully consummate all of the transactions contemplated herein; 

(viii) to institute any foreclosure proceedings that the Lender may deem 

appropriate; 

(ix) to sign and endorse any drafts, assignments, proxies, stock powers, 

verifications, notices and other documents relating to the Collateral; 

(x) to exchange any of the Pledged Equity or other property upon any 

merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof 

and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, 

transfer agent, registrar or other designated agency upon such terms as the Lender may reasonably 

deem appropriate; 

(xi) to vote for a shareholder resolution, or to sign an instrument in 

writing, sanctioning the transfer of any or all of the Pledged Equity into the name of the Lender or 

into the name of any transferee to whom the Pledged Equity or any part thereof may be sold 

pursuant to Section 7 hereof; 

(xii) to pay or discharge taxes, liens, security interests or other 

encumbrances levied or placed on or threatened against the Collateral; 

(xiii) to direct any parties liable for any payment in connection with any 

of the Collateral to make payment of any and all monies due and to become due thereunder directly 

to the Lender or as the Lender shall direct; 

(xiv) to receive payment of and receipt for any and all monies, claims, 

and other amounts due and to become due at any time in respect of or arising out of any Collateral; 

(xv) in the case of any Intellectual Property, execute and deliver, and 

have recorded, any and all agreements, instruments, documents and papers as the Lender may 

request to evidence the security interests created hereby in such Intellectual Property and the 

goodwill and General Intangibles of such Grantor relating thereto or represented thereby; and 

(xvi) do and perform all such other acts and things as the Lender may

reasonably deem to be necessary, proper or convenient in connection with the Collateral. 

This power of attorney is a power coupled with an interest and shall be irrevocable until such time 

as the Secured Obligations arising under the Loan Documents have been paid in full. The Lender 

shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges 

and options expressly or implicitly granted to the Lender in this Agreement, and shall not be liable 

for any failure to do so or any delay in doing so. The Lender shall not be liable for any act or 

omission or for any error of judgment or any mistake of fact or law in its individual capacity or its 

capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful 

misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. 

This power of attorney is conferred on the Lender solely to protect, preserve and realize upon its 

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security interest in the Collateral and shall not impose any duty upon the Lender to exercise any 

such powers. 

(b) Assignment by the Lender. The Lender may from time to time assign the 

Secured Obligations to an assignee in accordance with the Loan Agreement, and such assignee 

shall be entitled to all of the rights and remedies of the Lender under this Agreement in relation 

thereto. 

(c) The Lender’s Duty of Care. Other than the exercise of reasonable care to 

assure the safe custody of the Collateral while being held by the Lender hereunder, the Lender 

shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed 

that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Lender 

shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the 

surrender of it to the Grantors. The Lender shall be deemed to have exercised reasonable care in 

the custody and preservation of the Collateral in its possession if the Collateral is accorded 

treatment substantially equal to that which the Lender accords its own property, which shall be no 

less than the treatment employed by a reasonable and prudent agent in the industry, it being 

understood that the Lender shall not have responsibility for taking any necessary steps to preserve 

rights against any parties with respect to any of the Collateral. In the event of a public or private 

sale of Collateral pursuant to Section 7 hereof, the Lender shall have no responsibility for (i) 

ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or 

other matters relating to any Collateral, whether or not the Lender has or is deemed to have 

knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise prepare the 

Collateral for sale. 

(d) Liability with Respect to Accounts. Anything herein to the contrary 

notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe 

and perform all the conditions and obligations to be observed and performed by it thereunder, all 

in accordance with the terms of any agreement giving rise to each such Account. The Lender shall 

not have any obligation or liability under any Account (or any agreement giving rise thereto) by 

reason of or arising out of this Agreement or the receipt by the Lender of any payment relating to 

such Account pursuant hereto, nor shall the Lender be obligated in any manner to perform any of 

the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise 

thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any 

payment received by it or as to the sufficiency of any performance by any party under any Account 

(or any agreement giving rise thereto), to present or file any claim, to take any action to enforce 

any performance or to collect the payment of any amounts which may have been assigned to it or 

to which it may be entitled at any time or times. 

(e) Voting and Payment Rights in Respect of the Pledged Equity. 

(i) So long as no Event of Default shall exist, each Grantor may (A) 

exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such 

Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or 

the Loan Agreement and (B) receive and retain any and all dividends (other than stock dividends 

and other dividends constituting Collateral which are addressed hereinabove), principal or interest 

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paid in respect of the Pledged Equity to the extent they are allowed under the Loan Agreement; 

and 

(ii) During the continuance of an Event of Default, (A) all rights of an 

Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to 

exercise pursuant to clause (i)(A) above shall cease and all such rights shall thereupon become 

vested in the Lender which shall then have the sole right to exercise such voting and other 

consensual rights, (B) all rights of an Grantor to receive the dividends, principal and interest 

payments which it would otherwise be authorized to receive and retain pursuant to clause (i)(B) 

above shall cease and all such rights shall thereupon be vested in the Lender which shall then have 

the sole right to receive and hold as Collateral such dividends, principal and interest payments, and 

(C) all dividends, principal and interest payments which are received by an Grantor contrary to the 

provisions of clause (ii)(B) above shall be received in trust for the benefit of the Lender, shall be 

segregated from other property or funds of such Grantor, and shall be forthwith paid over to the 

Lender as Collateral in the exact form received, to be held by the Lender as Collateral and as 

further collateral security for the Secured Obligations. 

(f) Releases of Collateral. 

(i) If any Collateral shall be sold, transferred or otherwise disposed of 

by any Grantor in a transaction permitted by the Loan Agreement then the Lender, at the request 

and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases 

and other documents, and take such other action, reasonably necessary for the release of the liens 

created hereby or by any other Collateral Document on such Collateral. 

(ii) The Lender may release any of the Pledged Equity from this 

Agreement or may substitute any of the Pledged Equity for other Pledged Equity without altering, 

varying or diminishing in any way the force, effect, lien, pledge or security interest of this 

Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement 

shall continue as a first priority lien on all Pledged Equity not expressly released or substituted. 

9. Application of Proceeds. After the exercise of remedies provided for in Section 8.2 

of the Loan Agreement any payments in respect of the Secured Obligations and any proceeds of 

the Collateral, when received by the Lender in cash or cash equivalents will be applied in reduction 

of the Secured Obligations in the manner determined by the Lender. 

10. Continuing Agreement. 

(a) This Agreement shall remain in full force and effect until such time as the 

Secured Obligations arising under the Loan Documents have been paid in full, at which time this 

Agreement shall be automatically terminated (other than obligations under this Agreement which 

expressly survive such termination) and the Lender shall, upon the request and at the expense of 

the Grantors, forthwith release all of its liens and security interests hereunder and shall execute 

and deliver all UCC termination statements and/or other documents reasonably requested by the 

Grantors evidencing such termination. 

(b) This Agreement shall continue to be effective or be automatically 

reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured 

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Obligations is rescinded or must otherwise be restored or returned by the Lender as a preference, 

fraudulent conveyance or otherwise under any debtor relief law, all as though such payment had 

not been made; provided that in the event payment of all or any part of the Secured Obligations is 

rescinded or must be restored or returned, all reasonable costs and expenses (including without 

limitation any reasonable legal fees and disbursements) incurred by the Lender in defending and 

enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. 

11. Amendments; Waivers; Modifications, etc. This Agreement and the provisions 

hereof may not be amended, waived, modified, changed, discharged or terminated except as agreed 

in writing and signed by the Grantors and the Lender. 

12. Successors in Interest. This Agreement shall be binding upon each Grantor, its 

successors and assigns and shall inure, together with the rights and remedies of the Lender 

hereunder, to the benefit of the Lender and their successors and permitted assigns. 

13. Notices. All notices required or permitted to be given under this Agreement shall 

be in conformance with Section 8.01 of the Loan Agreement. 

14. Counterparts. This Agreement may be executed in any number of counterparts, 

each of which when so executed and delivered shall be an original, but all of which shall constitute 

one and the same instrument. It shall not be necessary in making proof of this Agreement to 

produce or account for more than one such counterpart. Delivery of an executed counterpart of a 

signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. 

“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. 

Without limiting the foregoing, to the extent a manually executed counterpart is not specifically 

required to be delivered, upon the request of any party, such fax transmission or electronic mail 

transmission shall be promptly followed by such manually executed counterpart. 

15. Headings. The headings of the sections hereof are provided for convenience only 

and shall not in any way affect the meaning or construction of any provision of this Agreement. 

16. Governing Law; WAIVER OF JURY TRIAL. The terms of Sections 8.10 and 8.11 

of the Loan Agreement with respect to governing law and waiver of jury trial are incorporated 

herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 

17. Severability. If any provision of this Agreement is determined to be illegal, invalid 

or unenforceable, such provision shall be fully severable and the remaining provisions shall remain 

in full force and effect and shall be construed without giving effect to the illegal, invalid or 

unenforceable provisions. 

18. Entirety. This Agreement, the other Loan Documents and the other documents 

relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, 

and supersede all prior agreements and understandings, oral or written, if any, including any 

commitment letters or correspondence relating to the Loan Documents, any other documents 

relating to the Secured Obligations, or the transactions contemplated herein and therein. 

19. Other Security. To the extent that any of the Secured Obligations are now or 

hereafter secured by property other than the Collateral (including, without limitation, real property 

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and securities owned by a Grantor), or by a guarantee, endorsement or property of any other 

Person, then the Lender shall have the right to proceed against such other property, guarantee or 

endorsement upon the occurrence of any Event of Default, and the Lender shall have the right, in 

its sole discretion, to determine which rights, security, liens, security interests or remedies the 

Lender shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, 

without in any way modifying or affecting any of them or the Secured Obligations or any of the 

rights of the Lender under this Agreement, under any other Loan Documents or under any other 

document relating to the Secured Obligations. 

20. Joinder. At any time after the date of this Agreement, one or more additional 

Persons may become party hereto by executing and delivering to the Lender a joinder agreement 

in such form as is acceptable to the Lender. Immediately upon such execution and delivery of 

such joinder agreement (and without any further action), each such additional Person will become 

a party to this Agreement as an “Grantor” and have all of the rights and obligations of a Grantor 

hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder 

Agreement. 

21. Consent of Issuers of Pledged Equity. Any Grantor that is an Issuer hereby 

acknowledges, consents and agrees to the grant of the security interests in such Pledged Equity by 

the applicable Grantors pursuant to this Agreement, together with all rights accompanying such 

security interest as provided by this Agreement and applicable law, notwithstanding any antiassignment provisions in any operating agreement, limited partnership agreement or similar 

organizational or governance documents of such Issuer. 

22. Marshaling. The Lender shall not be required to marshal any present or future 

collateral security (including but not limited to the Collateral) for, or other assurances of payment 

of, the Secured Obligations or any of them or to resort to such collateral security or other 

assurances of payment in any particular order, and all of its rights and remedies hereunder and in 

respect of such collateral security and other assurances of payment shall be cumulative and in 

addition to all other rights and remedies, however existing or arising. To the extent that it lawfully 

may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of 

collateral which might cause delay in or impede the enforcement of the Lender’s rights and 

remedies under this Agreement or under any other instrument creating or evidencing any of the 

Secured Obligations or under which any of the Secured Obligations is outstanding or by which 

any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the 

extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. 

23. Injunctive Relief. 

(a) Each Grantor recognizes that, in the event such Grantor fails to perform, 

observe or discharge any of its obligations or liabilities under this Agreement, any other Loan 

Document, any remedy of law may prove to be inadequate relief to the Lender. Therefore, each 

Grantor agrees that the Lender, at the option of the Lender, shall be entitled to temporary and 

permanent injunctive relief in any such case without the necessity of proving actual damages. 

(b) The Lender and each Grantor hereby agree that no such Person shall have a 

remedy of punitive or exemplary damages against any other party to a Loan Document and each 

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such Person hereby waives any right or claim to punitive or exemplary damages that they may 

now have or may arise in the future in connection with any dispute under this Agreement, any 

other Loan Document, whether such dispute is resolved through arbitration or judicially. 

24. Existing Security Agreements Superseded. This Agreement amends, modifies, 

supersedes and replaces in its entirety (a) the Prepetition Security Agreement, and (b) those 

provisions of the Existing DIP Facility Agreement which relate to the grant of a security interest 

to Lender and all of Lender’s rights and remedies with respect thereto (and, for the avoidance of 

doubt, all other provisions of the Existing DIP Facility Agreement will remain unchanged by this 

Agreement). All grants of security interests under the Prepetition Security Agreement and the 

Existing DIP Facility shall be deemed to have been made pursuant to this Agreement and the other 

Loan Documents which shall hereafter govern and control for all purposes. 

25. Joint and Several Liability of Grantors. 

(a) The obligations of the Grantors hereunder shall be joint and several, shall 

be absolute and unconditional and shall remain in full force and effect until all Secured Obligations 

shall have been paid and, until such payment has been made, shall not be discharged, affected, 

modified or impaired upon the happening from time to time of any event, including, without 

limitation, any of the following, whether or not with notice to or the consent of any of the 

undersigned: (a) the waiver, compromise, indulgence, settlement, release, termination, 

modification or amendment (including, without limitation, any extension or postponement of the 

time for payment or performance or renewal or refinancing) of any or all of the obligations, 

covenants or agreements of any of the Grantors under this the Agreement or any other Loan 

Document; (b) the failure to give notice to any or all of the Grantors of the occurrence of a default 

under the terms and provisions of this Agreement or any other Loan Document; (c) the release, 

substitution or exchange by the Lender of any security held by it for the payment of any amount 

due pursuant to the Term Note or any other Loan Document (whether with or without 

consideration) or the acceptance by the Lender of any additional security for such payments or the 

availability or claimed availability of any other security, collateral or source of repayment; (d) the 

voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all 

the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment 

for the benefit of creditors, reorganization, arrangement, composition with creditors or 

readjustment of, or other similar proceedings affecting any or all of the undersigned or any other 

person or entity who, or any of whose property, shall at the time in question be obligated in respect 

of the debt evidenced by the Term Note or any part thereof; (e) any failure, omission, delay or 

neglect by the Lender in enforcing, asserting or exercising any right, power or remedy under this 

Agreement, any other Loan Document, or at law or in equity; (f) the release of any Person primarily 

or secondarily liable for all or any part of the debt evidenced by the Term Note; (g) any nonperfection or other impairment of any security; (h) any assignment or transfer by the Lender of all 

or any interest in this Agreement; (i) the invalidity or unenforceability of any term or provision in 

this Agreement or any other Loan Document; (j) any merger, consolidation, conversion or redomestication involving any of the Grantors, any sale, assignment, transfer, conveyance or 

issuance of any stock, partnership, membership or other equity interest by any of the Grantors or 

any sale, transfer or conveyance by any of the undersigned or any other Person of all or any part 

of such Person’s interest in any of the Grantors or any affiliate of any of the Grantors; or (k) to the 

extent permitted by law, any event or action that would, in the absence of this clause, result in the 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 70 of 78
22

release or discharge of any or all of the Grantors from the performance or observance of any 

obligation, covenant or agreement contained in this Agreement. Without limiting the foregoing, 

it is the intention of the parties that any modification, limitation, or discharge of the obligations of 

any of the Grantors arising out of or by virtue of any bankruptcy, reorganization or similar 

proceeding for relief of debtors under federal or state law shall not affect, modify, limit or 

discharge the liability of any other co-maker in any manner whatsoever, and this Agreement and 

the other Loan Documents shall remain and continue in full force and effect and shall be 

enforceable against such Grantor to the same extent and with the same force and effect as if any 

such proceedings had not been instituted; and all other Grantors shall be jointly and severally liable 

to the Lender under this Agreement and the other Loan Documents for the full amount payable 

hereunder irrespective of any modification, limitation, or discharge of the liability of any co-maker 

that may result from any such proceeding. The obligations of the Grantors to the Lender pursuant 

hereto include and apply to any payment or payments received by the Lender on account of the 

liabilities evidenced hereby, which payment or payments or any part thereof are subsequently 

invalidated, declared to be fraudulent or preferential, set aside and/or required to be paid to a 

trustee, receiver, or any other Person under any bankruptcy, insolvency, reorganization, 

moratorium, fraudulent conveyance or similar law, common law or equitable doctrine. If any 

action or proceeding seeking such repayment is pending or, in the Lender’s sole judgment, 

threatened, this Agreement and any security interest therefor shall remain in full force and effect 

notwithstanding that one or more of the Grantors may not then be obligated to the Lender. The 

joint and several obligations of the Grantors to the Lender and this Agreement and any security 

therefor, shall remain in full force and effect (or be reinstated) until the Lender has received 

payment in full of all Secured Obligations payable to it pursuant to this Agreement and any other 

Loan Document and the expiration of any applicable preference or similar period pursuant to any 

bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or equity, without 

any claim having been made before the expiration of such period asserting an interest in all or any 

part of any payment(s) received by the Lender. 

(b) The Grantors expressly agree that the Lender shall not be required first to 

institute any suit or to exhaust its remedies against any of the Grantors or any other Person to 

become liable hereunder or against any Collateral or security for the Loan evidenced hereby, in 

order to enforce this Agreement; and expressly agree that, notwithstanding the occurrence of any 

of the foregoing, the Grantors shall be and remain, directly and primarily liable for all Secured 

Obligations due under this Agreement and under the Loan Documents. Each Grantor assumes 

responsibility for keeping itself informed of the financial condition of each other Grantor, and any 

and all endorsers and/or guarantors of any instrument or document evidencing all or any part of 

such other Grantor’s Obligations and of all other circumstances bearing upon the risk of 

nonpayment by such other Grantors of their Obligations and each Grantor agrees that Lender shall 

not have any duty to advise such Grantor of information known to Lender regarding such condition 

or any such circumstances or to undertake any investigation not a part of its regular business 

routine. If Lender, in its sole discretion, undertakes at any time or from time to time to provide 

any such information to a Grantor, Lender shall not be under any obligation to update any such 

information or to provide any such information to such Grantor on any subsequent occasion. 

(c) All rights and claims of each of the Grantors against any other of the 

Grantors or the property of any other of the Grantors now or hereafter existing (collectively, the 

“Grantor Claims”) shall be subordinate and subject in right of payment to the prior payment in full 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 71 of 78
23

of the Obligations. Until such Obligations have been paid in full, and Grantors have performed all 

of their Obligations, none of the Grantors shall receive or collect, directly or indirectly, from any 

other of the Grantors or any other party any payment upon any Grantor Claim nor seek to realize 

upon any collateral securing any such Grantor Claim. Notwithstanding the foregoing, if any of 

the Grantors shall receive any such payment, such Grantors shall hold such payment in trust for 

the Lender and shall have absolutely no rights in or to such payment except to deliver it promptly 

to the Lender, and each of the Grantors hereby covenants to do so. None of the Grantors will assert 

any right to which it may be or become entitled, whether by subrogation, contribution or otherwise, 

against any other of the Grantors or against the property of any other of the Grantors by reason of 

the performance by such party of its obligations under this Agreement, except after performance 

and payment in full of the Term Note and any other Loan Documents. 

(d) Lender is hereby authorized, without notice or demand and without 

affecting the liability of any Grantor under this Agreement or any other Loan Documents, to, at 

any time and from time to time, (i) renew, extend, accelerate or otherwise change the time for 

payment of, or other terms relating to a Grantor’s Secured Obligations or otherwise modify, amend 

or change the terms of any promissory note or other agreement, document or instrument now or 

hereafter executed by a Grantor and delivered to the Lender; (ii) accept partial payments on a 

Grantor’s Secured Obligations; (iii) take and hold security or collateral for the payment of a 

Grantor’s Secured Obligations hereunder or for the payment of any guaranties of a Grantor’s 

Secured Obligations or other liabilities of a Grantor and exchange, enforce, waive and release any 

such security or collateral; (iv) apply such security or collateral and direct the order or manner of 

sale thereof as the Lender, in its sole discretion, may determine; and (v) settle, release, 

compromise, collect or otherwise liquidate a Grantor’s Secured Obligations and any security or 

collateral therefor in any manner, without affecting or impairing the obligations of the other 

Grantors. The Lender shall have the exclusive right to determine the time and manner of 

application of any payments or credits, whether received from a Grantor or any other source, and 

such determination shall be binding on such Grantor. All such payments and credits may be 

applied, reversed and reapplied, in whole or in part, to any of a Grantor’s Secured Obligations as 

the Lender shall determine in its sole discretion without affecting the validity or enforceability of 

the Secured Obligations of the other Grantors. 

(e) Notwithstanding any provisions of this Agreement to the contrary, it is 

intended that the joint and several nature of the Secured Obligations of Grantors and the liens and 

security interests granted by Grantors to secure the Secured Obligations, not constitute a 

“Fraudulent Conveyance” (as defined below). Consequently, Lender and Grantors agree that if 

the Secured Obligations of a Grantor, or any liens or security interests granted by such Grantor 

securing the Secured Obligations would, but for the application of this sentence, constitute a 

Fraudulent Conveyance, the Secured Obligations of such Grantor and the liens and security 

interests securing such Secured Obligations shall be valid and enforceable only to the maximum 

extent that would not cause such Secured Obligations or such lien or security interest to constitute 

a Fraudulent Conveyance, and the Secured Obligations of such Grantor and this Agreement shall 

automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent 

Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the 

United States Code (11 U.S.C. § 101, et seq.), as amended (the “Bankruptcy Code”) or a fraudulent 

conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 72 of 78
24

or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect 

from time to time. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 73 of 78
[Signature Page to Security Agreement] 

Each of the parties hereto has caused a counterpart of this Agreement to be duly executed 

and delivered as of the date first above written. 

GRANTORS: 

IT’SUGAR LLC, 

a Delaware limited liability company

IT’SUGAR Atlantic City LLC, 

a Delaware limited liability company

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Address: 

 

Address: 

 

IT’SUGAR FLGC LLC, 

a Florida limited liability company

IT’SUGAR FL I, LLC, 

a Delaware limited liability company

By: 

Name: 

Title: 

By: 

Name: 

Title: 

Address: 

 

Address: 

 

ACCEPTED AND AGREED BY THE 

LENDER: 

SHL Holdings, Inc., 

a Florida corporation

By: 

Name: 

Title: 

Address: 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 74 of 78
Schedule 1 

SCHEDULE 1 

EQUITY INTERESTS 

Grantor Name of Subsidiary Number of Shares 

Certificate 

Number 

Percentage 

Ownership 

 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 75 of 78
Schedule 2 

SCHEDULE 2 

COMMERCIAL TORT CLAIMS 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 76 of 78
Schedule 3 

SCHEDULE 3 

INSTRUMENTS, DOCUMENTS OR TANGIBLE CHATTEL PAPER 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 77 of 78
Exhibit A 

EXHIBIT A 

[FORM OF] 

IRREVOCABLE STOCK POWER 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 

_____________________ the follow Equity Interests of [__________], a [__________] 

[corporation] [limited liability company]: 

No. of Shares Certificate No. 

and irrevocably appoints _____________________________ its agent and attorney-in-fact to 

transfer all or any part of such Equity Interests and to take all necessary and appropriate action to 

effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more 

persons to act for him. 

 

 By: 

 Name: 

 Title: 

Case 20-20259-RAM Doc 423 Filed 06/01/21 Page 78 of 78