Case LSS Doc 1569 Filed 10/20/17 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case LSS Doc 1569 Filed 10/20/17 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VRG LIQUIDATING, LLC, et al., 1 Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Hearing Date: October 30, 2017 at 2:30 p.m. (ET) Re: Docket Nos & 1528 DEBTORS REPLY TO RESPONSE FILED BY CLAIMANT VENTURA COUNTY TAX COLLECTOR TO THE DEBTORS NINTH OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CERTAIN LATE, DUPLICATIVE, AND SUPERSEDED CLAIMS Vestis Retail Group, LLC, and its chapter 11 affiliates, the debtors and debtors in possession (the Debtors ) in the above-captioned jointly-administered chapter 11 cases (the Cases ), hereby file this reply to Priority Creditor Ventura County Tax Collector s Response to Debtors Ninth Omnibus Objection to Claims [etc.] [Docket No. 1528] (the Ventura Response ). In support hereof and in further support of the Debtors Ninth Omnibus (Non- Substantive) Objection to Certain Late, Duplicative, and Superseded Claims [Docket No. 1500] (the Claim Objection ), 2 the Debtors rely on the Declaration of Anna O Reilly in Support of the Debtors Ninth Omnibus Objection to Certain Late, Duplicate, and Superseded Claims (the Declaration ) filed concurrently with the Claim Objection and the Supplemental Declaration of Anna O Reilly in Further Support of the Debtors Ninth Omnibus Objection to Certain Late, 1 2 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT Capitalized terms not otherwise defined herein shall have the meanings set forth in the Claim Objection.

2 Case LSS Doc 1569 Filed 10/20/17 Page 2 of 12 Duplicate, and Superseded Claims (the Supplemental Declaration ) filed concurrently herewith, and respectfully state as follows: PRELIMINARY STATEMENT 1. The Claim Objection seeks to disallow thirteen asserted administrative expense, section 503(b)(9), priority, and secured claims in their entirety on the basis that such claims are late filed, duplicative, and/or amended and superseded. Obj., at 9. The Ventura Response and a response filed by Island Surf Company, LLC were the only responses to the Claim Objection filed or otherwise received by the Debtors. 2. The Ventura County Tax Collector ( Ventura ) filed the Ventura Response in respect of Claim No (the Ventura Claim ), 3 a late-filed proof of claim which asserts a section 507(a)(8) priority tax claim in the amount of $6, See Ventura Resp., at 2: The Ventura Claim was filed on August 17, 2017, see Claim No. 1778, ten months after the applicable October 17, 2016 Governmental Bar Date established in these Cases. 4 The Notice of Deadline for Filing of Proofs of Claim [Docket No. 421] (the Bar Date Notice ) was timely served upon Ventura on June 7, See Docket No. 510, at Ex. D (p. 741). This fact is critical because the Third Circuit Court of Appeals has explained that a bar date is a drop-dead date that bars all prepetition claimants who received the required notice. Berger v. Trans 3 4 Ventura actually filed two late claims, Claim Nos and 1778, but acknowledges that Claim No was in fact intended to amend and supersede Claim No See Ventura Resp., at 2:27 28 ( Thus, the County clarifies that it should have only one claim (not two) at issue in this proceeding for a total of $6, (emphasis in original)). It is the Debtors understanding that Ventura therefore consents to the disallowance of Claim No as having been amended and superseded by Claim No Ventura appears to assume that the April 14, 2017 Administrative Expense Bar Date applies to the Ventura Claim. See Ventura Resp., at 2:19 & 4:15 (citing April 14, 2017 as the government claim filing deadline). This assumption is incorrect. The Administrative Expense Bar Date applies to administrative expense claims that arose during the period from the Petition Date through and including March 15, See Docket No & Claim Obj., at 7. The Debtors and Ventura both agree that the Ventura Claim arose statutorily on January 1, Ventura Resp., at 3:2. As such, the applicable Bar Date for this prepetition tax claim is the Governmental Bar Date, which was October 17, See Docket No. 258 & Claim Obj., at 6. 2

3 Case LSS Doc 1569 Filed 10/20/17 Page 3 of 12 World Airlines, Inc. (In re Trans World Airlines, Inc.), 96 F.3d 687, 690 (3d Cir. 1996); see also In re New Century TRS Holdings, Inc., 446 B.R. 656, (Bankr. D. Del. 2011) (same). 3. Nevertheless, Ventura contends that its claim should be treated as timely filed on the basis of the excusable neglect doctrine. See Ventura Resp., at 3:6 9. Ventura has not met its weighty burden of establishing that proper application of the excusable neglect doctrine permits the late filing of the Ventura Claim in the circumstances presented here. Thus the late-filed Ventura Claim should be disallowed as requested in the Claim Objection. 5 ARGUMENT A. The Ventura Claim Should Be Disallowed as a Late-Filed Claim Because Ventura Has Not Demonstrated Excusable Neglect 4. Bankruptcy Rule 3003 authorizes bankruptcy courts to fix the time within which proofs of claim may be filed against a debtor. See Fed. R. Bankr. P. 3003(c)(3). A claim shall not be allowed to the extent proof of such claim is not timely filed. 11 U.S.C. 502(b)(9). 6 The law is well settled in this Circuit that time limitations for filing proofs of claim are to be strictly construed. In re Gray, 71 B.R. 46, 47 (Bankr. D. Del. 1987). 7 Strict enforcement of bar dates is intended, in part, to facilitate the equitable and orderly intake of [creditors ] claims. Hefta v. Official Comm. of Unsecured Creditors (In re Am. Classic Voyages Co.,), 405 F.3d 127, 133 (3d Cir. 2005). Additionally, the establishment and enforcement of a bar date for filing claims furthers the policy of finality designed to protect the interests of a debtor and [its] diligent The Debtors reached out to Ventura several times in an effort to settle the Ventura Claim, however, Ventura refused to engage in any settlement discussions and advised the Debtors that Ventura has implemented a new policy against settling any claims it files in bankruptcy cases. See also Fed. R. Bankr. P. 3003(c)(2) ( any creditor who fails to [file a proof of claim within the time prescribed by Rule 3003(c)(3)] shall not be treated as a creditor with respect to such claim for the purposes of voting and distribution ). See also In re Pigott, 684 F.2d 239, 242 (3d Cir. 1982) (concluding the time limitation for filing a proof of claim under the Bankruptcy Act was to be strictly construed ); Trump Taj Mahal Assocs. v. Alibraham (In re Trump Taj Mahal Assocs.), 156 B.R. 928, 936 (Bankr. D.N.J. 1993) ( The well-established law of this Circuit is also that bar dates for filing Proofs of Claim are strictly construed. ). 3

4 Case LSS Doc 1569 Filed 10/20/17 Page 4 of 12 creditors and the expeditious administration of the bankruptcy case. In re U.S. Airways, Inc., No , 2005 Bankr. LEXIS 2696, at *24 (Bankr. E.D. Va. Nov. 21, 2005) (internal quotation marks and citation omitted). Bar dates are thus essential to the bankruptcy process. See, e.g., First Fidelity Bank, N.A. v. Hooker Inves. Inc. (In re Hooker Inves. Inc.), 937 F.2d 833, 840 (2d Cir. 1991) ( [A] bar [date] order does not function merely as a procedural gauntlet, but as an integral part of the reorganization process. (citation omitted)). 5. If a creditor fails to file a proof of claim within the time fixed by the court, then the creditor may seek permission to file a claim late pursuant to Bankruptcy Rule 9006, which provides for, inter alia, the extension of time periods set by court order where the failure to act was the result of excusable neglect. Fed. R. Bankr. P. 9006(b)(1). Four factors are relevant to proving excusable neglect: the danger of prejudice to the debtor, the length of the delay and its potential impact on judicial proceedings, the reason for the delay, including whether it was within the reasonable control of the movant, and whether the movant acted in good faith. Pioneer Investment Serv. Co. v. Brunswick Assoc. Ltd. P ship, 507 U.S. 380, 397 (1993). The burden of proving excusable neglect lies with the late-claimant. Jones v. Chemetron Corp., 212 F.3d 199, 205 (3d Cir. 2000). That burden is a heavy one, as courts take a hard line when applying the Pioneer test. In re Nortel Networks Inc., No (KG) (Bankr. D. Del. June 29, 2017) (Docket No ). Moreover, notwithstanding the four-factor test, courts often focus on the third factor, and the equities will rarely if ever favor a party who fails to follow the clear dictates of a court rule, in which case the party claiming excusable neglect will, in the ordinary course, lose under the Pioneer test. Gruber v. Kaplan (In re Kaplan), 482 Fed. App x 704, 707 (3d Cir. 2012) (internal quotation marks, alteration, and citation omitted). 4

5 Case LSS Doc 1569 Filed 10/20/17 Page 5 of Here, Ventura has failed to meet its substantial burden of establishing excusable neglect under the foregoing standard. Considering the first Pioneer factor the danger of prejudice Ventura has not established a lack of prejudice. In fact, allowing the late filing of Ventura s asserted section 507(a)(8) priority tax claim at this stage of the Cases would prejudice the Debtors Permitting late-filed claims could open the floodgates to other late-filed claims, thereby prejudicing the Debtors by interfering with their efforts to administer these Cases in an orderly fashion. See In re New Century TRS, 465 B.R. at 51 (concluding that permitting a latefiled claim would cause significant prejudice in part because allowance of late-filed claims in this case unquestionably will open a floodgate to similar claims ); In re Smidth & Co., 413 B.R. 161, 167 (Bankr. D. Del. 2009) (determining that the opening of the floodgates to other latefiling creditors also supports a finding of prejudice because other creditors might attempt to make similar arguments to overcome a late filing ). The personnel changes and claim backlog alleged by Ventura, see Ventura Resp., at 4:7 8, are likely common challenges faced by governmental agencies everywhere, yet the Debtors cannot leave the claims filing period open indefinitely for such parties as such a policy would impede the efficient administration of claims in all bankruptcy cases. Rather, the Debtors are entitled to rely on the finality of the Governmental Bar Date. If the Court were to permit Ventura to assert a late-filed claim here, nothing would prevent other creditors who failed to timely file claims from arguing that they too should be entitled to assert late-filed claims (or have this Court s orders disallowing their late 8 When addressing the issue of prejudice under the Pioneer test, courts weigh several relevant considerations, including: (i) whether the debtor was surprised or caught unaware by the assertion of a claim that it had not anticipated, (ii) whether the payment of the claim would force the return of amounts already paid out under the confirmed plan or affect the distribution to creditors; (iii) whether payment of the claim would jeopardize the success of the debtor s reorganization; (iv) whether allowance of the claim would adversely impact the debtor actually or legally; and (v) whether allowance of the claim would open the floodgates to other future claims. In re New Century TRS, 465 B.R. at 51. 5

6 Case LSS Doc 1569 Filed 10/20/17 Page 6 of 12 claims vacated), particularly where those creditors waited less than Ventura s ten month delay to file their claims and acted more diligently than Ventura in pursuing such claims. To so allow the debtor[s] to be continually pursued by [their] creditors ad infinitum would be to sanction a form of slow torture contrary to the spirit and purposes of the bankruptcy laws. In re U.S. Airways, 2005 Bankr. LEXIS 2696, at *24 (internal quotation marks and citation omitted). 8. Although Ventura suggests there can be no prejudice here because its claim is small in comparison to the total claims asserted in these Cases, see Ventura Resp., at 4:16 18, the Debtors note that the allowance of such a late-filed tax claim prejudices not only the Debtors in these Cases, but every debtor in every bankruptcy case in which a taxing authority seeks to file a late priority tax claim. See, e.g., In re Pacific Sunwear of California, Inc., No (Bankr. D. Del. Oct. 11, 2017) (Docket No. 1184) (claim objection seeking to disallow, inter alia, an asserted priority tax claim filed by Ventura well after the applicable bar date). 9. Ventura further argues there can be no prejudice here because the Debtors should have known of Ventura s outstanding tax claims because Ventura purportedly mailed tax statements to the Debtors in June or July of See Ventura Resp., at 4: After a careful review, the Debtors have determined they have no record of ever receiving such tax statements from Ventura. Supp. Decl., at 3. Moreover, the Debtors are not required to anticipate un-filed priority claims. Rather, it is the claimant s responsibility to assert a claim and the claimant must allege facts sufficient to support the claim. In re Allegheny Int l Inc., 954 F.2d 167, (3d Cir. 1992). The Debtors must be entitled to rely on the record of filed claims and on the finality of the Bar Dates and are not required to engage in the costly and timeconsuming exercise of affirmatively seeking out potential, un-asserted priority claims that may not have been timely filed and may never be filed. 6

7 Case LSS Doc 1569 Filed 10/20/17 Page 7 of Turning to the second Pioneer factor the delay in filing the creditor s claim and the potential impact on judicial proceedings Ventura has not shown its delay will have minimal impact. In fact, the ten month delay is substantial and it negatively impacts these proceedings. An efficient system of bankruptcy administration depends upon promptness in the filing of proofs of claim. In re Gray, 71 B.R. at Thus, bar dates must be strictly enforced to provide parties with certainty and finality. See, e.g., Chrysler Motors Corp. v. Schneiderman, 940 F.2d 911, 914 (3d Cir. 1991) (strict time limits serve the dual purposes of finality and certainty, the need for which is especially acute in the bankruptcy context (internal quotation marks and citation omitted)). Indeed, courts hold that delays in the range of six weeks to several months after the bar date weigh against finding excusable neglect. 9 The ten month delay here is well beyond even that range of unacceptably-late filings. 11. The delay negatively impacts these proceedings because the Debtors have been working hard to clear out administrative, section 503(b)(9), priority, and secured claims (collectively, Senior Claims ) in order to be in a position to propose a viable plan. See Supp. Decl., at 5; cf. In re Pettibone Corp., 123 B.R. 304, 308 (Bankr. N.D. Ill. 1990) (a bar date provides a mechanism by which a trustee in bankruptcy can estimate the potential liabilities of the debtor, which is essential to formulating a viable plan ). With the large amount of claims asserted, this has been no easy task. Cf. In re Am. Classic Voyages, 405 F.3d at 133 ( Thousands of individual claims are outstanding against Debtors; the sheer scale presents a formidable 9 See, e.g., In re Am. Classic Voyages, 405 F.3d at 133 (affirming denial of motion to file a claim approximately three and a half months late); In re Goody s Family Clothing, Inc., 443 B.R. 5, 16 (Bankr. D. Del. 2010) ( [T]he true length of the delay was roughly 5 months. Courts have held that comparable delays weigh against the movant. ); In re Smidth, 413 B.R. at 167 (concluding a delay of six weeks weighed against excusing the late filing); accord In re XO Communs., Inc., 301 B.R. 782, (Bankr. S.D.N.Y. 2003) (concluding a delay of four months weighed against excusing the late filing); Bank of Am., N.A. v. Allen Capital Partners, L.L.C. (In re DLH Master Land Holding, L.L.C.), 464 Fed. App x 316, (5th Cir. 2012) (affirming denial of motion to file a claim 42 days late). 7

8 Case LSS Doc 1569 Filed 10/20/17 Page 8 of 12 problem of management. The strict bar date provided by the Bankruptcy Court was intended, in part, to facilitate the equitable and orderly intake of those claims. ). 12. To that end, the Debtors and the Buyer have obtained orders sustaining thirteen omnibus claims objections that have collectively reduced Senior Claims by approximately $27.5 million. 10 See Docket Nos. 909, 910, 1110, 1325, 1326, 1369, 1393, 1437, 1438, 1523, 1525, 1526, 1527, 1555 & 1556; Supp. Decl., at 5. Another approximately $8.4 million in Senior Claims have been satisfied pursuant to the four notices of satisfaction filed by the Debtors. See Docket Nos. 1259, 1349, 1351 & 1512; Supp. Decl., at 5. In addition, the Debtors have been working informally with claimants to reconcile claims and have further reduced Senior Claims by approximately $4 million as a result of consensual claim modifications and withdrawals. Supp. Decl., at 5. Finally, the Debtors have reached an agreement in principle to settle an asserted $10,436,050 priority claim, thereby further reducing Senior Claims by another $10,435,150. Id. Allowing the late-filed Ventura Claim undermines the Debtors foregoing described efforts by interfering with the orderly administration of these Cases and with the Debtors progress toward a viable plan. Id. 13. With respect to the third and most significant Pioneer factor the reason for the delay and whether it was within the reasonable control of the creditor Ventura has not shown the delay was caused by factors outside its reasonable control. The Bar Date Notice was timely served upon Ventura on June 7, See Docket No. 510, at Ex. D (p. 741). 11 The Third Disallowance of another approximately $1.5 million in Senior Claims is pending the entry of orders on the Debtors ninth and tenth omnibus objections. See Docket Nos & Though Ventura has not alleged that the Bar Date Notice was ambiguous or unclear, the Debtors note, for the avoidance of doubt, that the Bar Date Notice approved in these Cases is clearly entitled Notice of Deadline for Filing of Proofs of Claim. See Docket No Consistent with ordinary practice in bankruptcy cases and with Pioneer s instruction, the Bar Date Notice prominently announces the Governmental Bar Date (in bolded and underlined font no less) and is accompanied by an explanation of its significance. Id. The first page of the Bar Date Notice expressly informs claimants that October 17, 2016 is the deadline for filing proofs of claim by any governmental unit. Id. In addition, the homepage of the restructuring case website maintained by the 8

9 Case LSS Doc 1569 Filed 10/20/17 Page 9 of 12 Circuit has made clear that where the delay in filing a proof of claim was entirely avoidable and within [the creditor s] control, as is the case here where Ventura received notice of the Bar Dates, that fact strongly disfavors the creditor. In re Am. Classic Voyages, 405 F.3d at In many cases, the fact that the delay was avoidable and in the reasonable control of the creditor is sufficient alone to defeat the creditor s excusable neglect argument. See, e.g., V.W. Bldg. & Design Inc. v. Woskob (In re Woskob), 96 Fed. App x 794, (3d Cir. 2004) (affirming denial of extension of time and finding of no excusable neglect where movant met all Pioneer factors other than the reason for delay); In re Tribune Co., No (KJC) (Bankr. D. Del. Nov. 8, 2013) (Docket No ) (sustaining debtor s late claim objection where the evidence relating to the third Pioneer factor precludes a finding of excusable neglect even though the other three Pioneer factors did not weigh heavily either for or against a finding of excusable neglect); U.K. Northridge v. Au Coton, Inc. (In re Au Coton, Inc.), 171 B.R. 16, 18 (S.D.N.Y. 1994) (affirming disallowance of claim filed eighteen days late where creditor met all Pioneer factors other than the reason for delay). 14. In addition, the reason for the delay cited by Ventura that Ventura experienced significant personnel changes and a reassignment of duties affecting bankruptcy claims, Ventura Resp., at 4:7 8, makes little sense considering the General Bar Date Order, in accordance with the Bankruptcy Rules, granted governmental authorities such as Ventura 12 Claims Agent, which is cited at three separate places in the Bar Date Notice, also clearly specifies under the heading Important Dates, Deadlines & Documents that October 17, 2016 is the Governmental Bar Date. See also Midland Cogeneration Venture L.P. v. Enron Corp. (In re Enron Corp.), 419 F.3d 115, 123 (2d Cir. 2005) ( [C]ourts have, for the most part, adopted a similar hard line to applying Pioneer that emphasizes the reason for the delay. ); United States v. Torres, 372 F.3d 1159, 1163 (10th Cir. 2004) ( [F]ault in the delay remains a very important factor perhaps the most important single factor in determining whether neglect is excusable (internal quotation marks and citation omitted)); Graphic Commns. Int l Union v. Quebecor Printing Providence, Inc., 270 F.3d 1, 5 (1st Cir. 2001) ( We have observed that the four Pioneer factors do not carry equal weight; the excuse given for the late filing must have the greatest import. (internal quotation marks and citation omitted)); Dep t of Treasury IRS v. Seivers (In re Seivers), 378 B.R. 473, 481 (Bankr. W.D. Pa. 2007) ( Not all factors are weighted equally. A crucial factor is the reason for the delay, including whether it was within the reasonable control of the Movant. ). 9

10 Case LSS Doc 1569 Filed 10/20/17 Page 10 of 12 significant additional time after the passage of the General Bar Date within which to file a proof of claim 180 days in all. 13 Ventura could have submitted the Ventura Claim with minimal effort by completing the approved proof of claim form in these Cases and simply attaching a copy of the tax statement. Many other governmental units did just that in these Cases without issue. The simplicity of the Ventura Claim itself is evidence of how easy it would have been for Ventura to timely prepare and submit the Ventura Claim. Ventura nevertheless failed to file the Ventura Claim until ten months after the Governmental Bar Date. That delay is unacceptable and the reason given is entirely within Ventura s control and of Ventura s own making because even if the understaffing and backlog issues Ventura alleges are true, see Ventura Resp., at 2:15 17, the fault still lies with Ventura for failing to adequately staff its tax collector s office for the entire 180 day period. Cf. In re Am. Classic Voyages, 405 F.3d at 134 (affirming denial of motion to file a late-filed claim where the delay in this case was entirely avoidable and within [the creditor s] control because the [d]elay was the direct result of the negligence of [the creditor s] counsel in failing to review the Notice sent to him by [the debtor s claims agent] ); Graphic Commns., 270 F.3d at 8 (concluding carelessness and inattention do not demonstrate excusable neglect and therefore warranted no relief ). The Debtors should not be punished because Ventura failed to adequately prioritize the filing of claims. 13 The 180-day deadline used to establish the Governmental Bar Date in these Cases is derived from Bankruptcy Rule 3002(c), which provides that a proof of claim filed by a governmental unit in a chapter 7, chapter 12, or chapter 13 case is timely filed if it is filed not later than 180 days after the date of the order for relief. See Fed. R. Bankr. P. 3002(c)(1). Of note, that Rule also provides that the court may, for cause, enlarge the time for a governmental unit to file a proof of claim only upon motion of the governmental unit made before expiration of the period for filing a timely proof of claim. Id. Bankruptcy Rule 9006(b) confirms that the court may enlarge the time for taking action under Rule[] 3002(c) only to the extent and under the conditions stated in th[at] rule[]. Fed. R. Bankr. P. 9006(b)(3). Thus if this were a chapter 7 case, for example, the Ventura Claim would be disallowed, regardless of any showing of excusable neglect, because Ventura failed to make a motion to enlarge the period for filing the Ventura Claim prior to the passage of the Governmental Bar Date. Instead, Ventura filed the Ventura Claim without court permission ten months after the deadline had already expired. 10

11 Case LSS Doc 1569 Filed 10/20/17 Page 11 of The Debtors believe the final Pioneer factor the good or bad faith of the creditor is neutral in this case. Because the first three Pioneer factors weigh against a finding of excusable neglect and the fourth Pioneer factor does not tip in favor of Ventura, the Debtors respectfully submit that Ventura has failed to meet its weighty burden of establishing excusable neglect here. [Remainder of page intentionally left blank.] 11

12 Case LSS Doc 1569 Filed 10/20/17 Page 12 of 12 CONCLUSION WHEREFORE, the Debtors respectfully request that the Court (i) overrule the Ventura Response, (ii) enter an order disallowing the Ventura Claim as requested in the Claim Objection, and (iii) grant such other relief as may be just and proper. Dated: October 20, 2017 /s/ Robert F. Poppiti, Jr. Robert S. Brady, Esq. (DE Bar No. 2847) Robert F. Poppiti, Jr., Esq. (DE Bar No. 5052) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Tel: (302) Fax: (302) and Michael L. Tuchin, Esq. Lee R. Bogdanoff, Esq. David M. Guess, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39 th Floor Los Angeles, CA Tel: (310) Fax: (310) Counsel to the Debtors and Debtors in Possession 12