Case LSS Doc 318 Filed 05/29/18 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case LSS Doc 318 Filed 05/29/18 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: ) ) Chapter 11 THE WALKING COMPANY HOLDINGS, ) Case No (LSS) INC., et al., ) (Jointly Administered) ) Debtors. ) Obj. Deadline: May 29, 2018 ) Related Document No. 290 THE TAUBMAN LANDLORDS CURE CLAIM OBJECTION The Taubman Landlords, 1 by their counsel, Susan E. Kaufman and Andrew S. Conway, for their cure claim objection, state as follows: 1. This is a contested matter, pursuant to Bankruptcy Rules 6006(b) and Jurisdiction is based upon 28 U.S.C This is a core proceeding within the meaning of 28 U.S.C. 157(b). 4. On March 6, 2018 ( Filing Date ), the debtors filed their petitions for relief under Chapter 11 of the United States Bankruptcy Code ( Bankruptcy Code ). 1 The Taubman Landlords are the owners of certain regional retail shopping centers, which include the following: Country Club Plaza JV LLC, commonly known as Country Club Plaza, located in Kansas City, MO, Taubman-Cherry Creek Limited Partnership, commonly known Cherry Creek, located in Denver, CO; The Gardens on El Paseo LLC, commonly known as The Gardens on El Paseo, located in Palm Desert, CA; Green Hills Mall TRG LLC, commonly known as The Mall at Green Hills, located in Nashville, TN; TRG IMP LLC, commonly known as International Market Place, located in Honolulu, HI; Tampa Westshore Associates Limited Partnership, commonly known as International Plaza, located in Tampa, FL; Short Hills Associates, L.L.C., commonly known as The Mall at Short Hills, located in Millburn, NJ; Rich-Taubman Associates, commonly known as Stamford Town Center, located in Stamford CT; SunValley Shopping Center LLC, commonly known as SunValley, located in Concord, CA; Twelve Oaks Mall, LLC, commonly known as Twelve Oaks Mall, located in Novi, MI; TB Mall at UTC LLC, commonly known as The Mall at University Town Center, located in Sarasota, FL and West Farms Mall LLC, commonly known as Westfarms Mall, located in West Hartford, CT.

2 Case LSS Doc 318 Filed 05/29/18 Page 2 of 4 Cure Claims Objection 5. Bankruptcy Code Section 365(b)(2), governs the financial obligations of a debtor which wishes to assume and assign a lease. Section 365(b) provides in pertinent part as follows: (Emphasis added). (b)(1) If there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee; (A) cures, or provides adequate assurance that the trustee will promptly cure, such default; (B) compensates, or provides adequate assurance that the trustee will promptly compensate, a party other than the debtor to such contract or lease, for any actual pecuniary loss to such party resulting from such default; and (C) provides adequate assurance of future performance under such contract or lease. 6. The Taubman Landlords assert that the requirements of Section 365(b)(1)(B) include compensation to the landlord for sums incurred for attorneys fees in connection with the bankruptcy case. See, In re: F&N Acquisition Corp., 152 B.R. 304 (W.D.Wash. 1993); In re: Westworld Community Healthcare, Inc., 95 B.R. 730 (C.D.Cal. 1989); In re: Ryan's Subs, Inc., 25 Bankr. Ct. Dec. 649 (W.D.Md. 1994); and In re: Child World, Inc., 161 B.R. 349 (S.D.N.Y. 1993) (Section 365(b)(1)(B) allows for recovery of attorneys fees if based upon the language of the lease). The Taubman Landlords leases have language in Articles XI and XIX which requires the reimbursement of attorneys fees in connection with proceedings of this kind. 7. The cure amounts necessary to assume the Taubman Leases with the debtors through May 16, 2018, not including pecuniary losses incurred by the landlords, additional amounts 2

3 Case LSS Doc 318 Filed 05/29/18 Page 3 of 4 due after May 16, 2018, and year-end adjustments for common area maintenance, taxes, and percentage rent is as follows: Shopping Center Lease Cure Amount Attorneys Fees Total Cure Amount Cherry Creek $96, $1, $97, Country Club Plaza $49, $1, $50, Gardens on El Paseo $24, $1, $25, Green Hills $35, $1, $36, International Market $58, $1, $59, Place Short Hills $77, $1, $78, Stamford Town $11, $1, $12, Center Sun Valley $32, $1, $33, Twelve Oaks $39, $1, $40, University Town $30, $1, $31, Center Westfarms $61, $1, $62, Copies of the Account Status Report showing all amounts due and owing are attached hereto as Exhibit 1. Wherefore, the Taubman Landlords request that the debtors be required to cure all outstanding defaults and that the cure amounts be established in the amounts set forth above, and that the Taubman Landlords be awarded their costs and attorneys fees incurred in connection with this objection. Dated: May 29, 2018 LAW OFFICE OF SUSAN E. KAUFMAN, LLC /s/ Susan E. Kaufman Susan E. Kaufman (DSB 3381) 919 North Market Street, Suite 460 Wilmington, DE (302) Tel (302) Fax skaufman@skaufmanlaw.com and 3

4 Case LSS Doc 318 Filed 05/29/18 Page 4 of 4 Andrew S. Conway The Taubman Company 200 East Long Lake Road, Suite 300 Bloomfield Hills, MI (248) Tel (248) Fax aconway@taubman.com Counsel for The Taubman Landlords 4

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19 Case LSS Doc Filed 05/29/18 Page 1 of 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: ) Chapter 11 ) THE WALKING COMPANY HOLDINGS, ) INC., et al., ) Case No (LSS) Debtors. ) (Jointly Administered) ) CERTIFICATE OF SERVICE I, Susan E. Kaufman, Esquire certify that I caused one true and correct copy of the THE TAUBMAN LANDLORDS CURE CLAIM OBJECTION to be sent on May 29, 2018 in the manner indicated to the following: VIA HAND DELIVERY James E. O'Neill, Esq. Colin R. Robinson, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE Matthew P. Ward, Esquire Womble Bond Dickinson (US) LLP 222 Delaware Avenue 15th Floor Wilmington, DE Mark S. Kenney, Esquire The Office of The United States Trustee 844 King Street Suite 2207 Lockbox 35 Wilmington, Delaware Domenic E. Pacitti, Esquire Sally E. Veghte, Esquire Klehr Harrison Harvey Branzburg LLP 919 Market Street, Suite 1000 Wilmington, DE 19801

20 Case LSS Doc Filed 05/29/18 Page 2 of 2 Via U.S. Mail, Postage prepaid The Walking Company Holdings, Inc., et al. Attn: Anthony J. Wall 25 W. Anapamu Santa Barbara, CA Kevin J. Simard, Esquire Choate, Hall & Stewart LLP Two International Place Boston, MA Jeffrey M. Reisner, Esquire Irell & Manella LLP 1800 Avenue of the Stars Suite 900 Los Angeles, CA Robert L. LeHane, Esquire Jason R. Adams, Esquire Kelley Drye & Warren LLP 101 Park Avenue New York, NY LAW OFFICE OF SUSAN E. KAUFMAN, LLC Dated: May 29, 2018 /s/ Susan E. Kaufman Susan E. Kaufman, (DSB# 3381) 919 North Market Street, Suite 460 Wilmington, DE (302) (302) Fax skaufman@skaufmanlaw.com