20-10990-mew Doc 188 Filed 07/15/20 Entered 07/15/20 15:54 ... · the below requests accordingly. We request that document productions begin within seven (7) days of the date of this

LOWENSTEIN SANDLER LLP Jeffrey Cohen, Esq. Lindsay H. Sklar, Esq. 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 -and- Michael Kaplan, Esq. Jeremy D. Merkin, Esq. One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 Counsel to the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: THE NORTHWEST COMPANY, LLC, et al.1 Debtors.

Chapter 11 Case No.: 20-10990 (MEW) Jointly Administered

OFFICIAL COMMITTEE OF UNSECURED CREDITORS’ EXHIBIT LIST

FOR JULY 17, 2020 HEARING

The Official Committee of Unsecured Creditors (the “Committee”) appointed in

the bankruptcy cases (the “Chapter 11 Cases”) of the above-captioned debtors and debtors-in-

possession (the “Debtors”), submit this Exhibit List for the hearing to be held on July 17, 2020,

at 11:00 a.m. (prevailing Eastern Time).

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: The Northwest Company, LLC (8132) and The Northwest.com LLC (1339). The location of the Debtors’ service address is: 49 Bryant Avenue, Roslyn, New York 11576.

20-10990-mew Doc 188 Filed 07/15/20 Entered 07/15/20 15:54:47 Main Document Pg 1 of 2

-2-

EXHIBITS TO BE OFFERED BY THE COMMITTEE

DESIGNATION DESCRIPTION

UCC Ex. 1 Committee’s First Set of Requests for Production Directed at the Debtors, dated May 22, 2020

UCC Ex. 2 Committee’s Second Set of Requests for Production Directed at the Debtors, dated May 26, 2020

UCC Ex. 3 Committee’s Letter to the Debtors regarding Supplemental Document Requests, dated July 1, 2020

UCC Ex. 4 Committee’s Rule 2004 Subpoena for Production of Documents to Extreme Horse Limited, dated June 9, 2020

UCC Ex. 5 Committee’s Rule 2004 Subpoena for Production of Documents to Ashford Textiles, LLC, dated June 9, 2020

UCC Ex. 6 Committee’s Rule 2004 Subpoena for Production of Documents to Northwest Textile Holdings, LLC, dated June 22, 2020

UCC Ex. 7 Committee’s Rule 2004 Subpoena for Production of Documents to David Harrison, LLC, dated July 1, 2020

Dated: July 15, 2020 Respectfully submitted,

LOWENSTEIN SANDLER LLP

By: /s/ Michael A. Kaplan Jeffrey Cohen, Esq. Lindsay H. Sklar, Esq. 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 -and- Michael A. Kaplan, Esq. Jeremy D. Merkin, Esq. One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 Counsel to the Official Committee of Unsecured Creditors

20-10990-mew Doc 188 Filed 07/15/20 Entered 07/15/20 15:54:47 Main Document Pg 2 of 2

Lowenstein Sandler

May 22, 2020

VIA EMAIL ([email protected])

S. Jason Teele Sills Cummis & Gross P.C. One Riverfront Plaza Newark, NJ 07102

I Michael A. Kaplan Counsel

One Lowenstein Drive Roseland, New Jersey 07068

T: 973.597.2302 F: 973.597.2303 E: [email protected]

Re: In re The Northwest Company, LLC, et al, Case No. 20-10990 (MEW) First Set of Document Requests to Debtors

Dear Mr. Teele,

This firm represents the Official Committee of Unsecured Creditors of The Northwest Company, LLC, et al. (the "Committee"). Pursuant to the Term Sheet agreed upon by the above-referenced debtors (the "Debtors") and the Committee executed on May 21, 2020, which was filed with the Court on May 22, 2020, we are enclosing the First Set of Requests for Production Directed at the Debtors (the "Requests"). Unless otherwise indicated, all requests are for the period between April 18, 2016 and April 18, 2020 (the "Petition Date"). These are our initial information requests and we reserve the right to request further information as our review continues.

Please note that we have reviewed the documents provided to us in the data room, and adjusted the below requests accordingly. We request that document productions begin within seven (7) days of the date of this letter and be substantially completed by June 12, 2020.

Very truly yours,

Isl Michael A. Kaplan

Michael A. Kaplan

ucc -1

Enclosures

NEW YORK PALO ALTO NEW JERSEY UTAH WASHINGTON, D.C. Lowenstein Sandler LLP

20-10990-mew Doc 188-1 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC-1: Committees First Set of Requests for Production Directed at the Pg 1 of 8

FmsT SET OF REQUESTS FOR PRODUCTION DIRECTED AT THE DEBTORS

I. Corporate Structure and Background

1. All executive organizational charts and related lists maintained by the Debtors.

2. A list of all officers, directors, controlling shareholders, or other persons in control of the Debtors, including the dates during which those parties held such positions.

3. Employment agreements for all directors and officers of the Debtors.

4. Documents sufficient to identify or, alternatively, a list of each of the Debtors' insiders, 1 equity holders, affiliates, 2 subsidiaries, or partners ( as applicable).

5. All minutes for meetings of the board of directors for either of the Debtors and any associated presentations or documents.

6. All resolutions passed by the Debtors' board of directors.

7. Any and all documents relating to the Debtors' document retention policy.

II. Financial Reporting and Financial Statements

8. Monthly (unaudited) and annual (audited and/or unaudited) financial statements, including the accompanying notes, disclosures, and any internal control reports issued by the Debtors' outside auditors relating to any internal control deficiencies and/or weaknesses.

9. In native format, the Debtors' cash disbursements detail.

10. Copies of the Debtors' corporate, state, and federal tax returns, audit reports, balance sheet statements, general ledgers, and related financial statements. While the 2016 and 2017 tax returns were provided in the data room, it appears that for 2018 and 2019, only the tax extensions were provided. Please provide the tax returns for those years.

11. Bank statements and other treasury records for the Debtors' bank accounts.

12. All budgets for the past three years along with budget versus actual variance reports.

13. All historical activity schedules for all credit facilities for the past three years detailing any draws, paydowns, interest accruals, or similar transactions.

1 Where referenced herein, the term "insider(s)" shall have the meaning set forth in 11 U.S.C. § 101(31). For the avoidance of doubt, "insider(s)" includes Ross Auerbach and members of his immediate family. 2 Where referenced herein, the term "affiliate" and related variations of such term shall have the meaning set forth in 11 U.S.C. § 101(2).

1


14. Copies of the most recent bank-reporting package, including financial statements and other relevant information, and recent reports, presentations, and forecasts submitted to lender(s).

15. Detailed rollforward of accounts payable to Ashford Textiles, LLC (" Ashford') and Extreme Horse Limited ("Extreme Horse").

16. All invoices, bills, statements, and related documents from American Express relating to any of the Debtors' American Express credit cards, including but not limited to usage by Ross Auerbach and Alan Guo.

17. All documents and communications relating to any review, assessment, audit, or otherwise of any transaction, including but not limited to the American Express credit card transactions, to determine the transaction's business purpose.

m. lntercompany and Related Party Transactions

18. List of affiliates and insiders of the Debtors that have engaged in material transactions with the Debtors, including the name of the related party recipient, the date and dollar amount of the transaction, and a description/explanation of the transaction, the relationship with the related party, and the benefits received by the company.

19. List of all of the Debtors' suppliers, vendors, customers, or other contract counterparties in which any member of the Auerbach family or any other insiders of the Debtors had an interest of any kind, direct or indirect, including but not limited to ownership interests and management interests ( excluding passive equity stakes held in retirement accounts or mutual funds).

20. A complete list of Auerbach's relatives who are currently employed or have been previously employed by the Debtors.

21. A complete list of Auerbach's relatives, related parties, related entities, or thirdparties who have been in possession or have had access to any corporate credit card or charge account of the Debtors, including but not limited to the Debtors' American Express accounts.

22. A complete list of payments made by the Debtors outside the ordinary course of business for the benefit of any related party.

23. All documents relating to any transaction between any of the Debtors and any of their affiliates on the one hand, and Ross Auerbach or any other insider on the other hand. This includes, but is not limited to:

a. transaction amounts, general ledger detail, transaction descriptions and supporting documentation, including relevant accounting records;

b. loans made to Ross Auerbach or any other insiders, related parties, or affiliated entities;

2


c. cash disbursements and dividends made/paid to any member of the Auerbach family, and/or or other related parties or affiliated entities;

d. intercompany balances (monthly or quarterly) as between the Debtors and any insider, affiliated entity, or related party, and supporting documentation for the buildup of any intercompany balances, that were paid, setoff, written off, or forgiven;

e. investments and/or real property transfers to any member of the Auerbach family and/or other related parties or affiliated entities;

f. purchases/sale/infusions of any equity or debt by any member of the Auerbach family, related parties, affiliated entities, and/or shareholders; and

g. any fairness opinions related to transactions with related parties/affiliates.

24. All documents regarding the formation of NYC China Partners, LLC and any investments of the Debtors into NYC China Partners, LLC, including the characterization and status of those investments on the Debtors' balance sheets.

25. All documents relating to any transactions between the Debtors on one hand, and David Harrison LLC on the other hand.

26. All documents relating to any transactions between the Debtors on one hand, and Pegasus Partners LLC on the other hand.

27. All documents relating to any transactions between the Debtors on one hand, and Shay Auerbach LLC on the other hand.

28. Documents and communications relating to any transaction entered into by Northwest Textiles Holdings LLC related to, on behalf of, or for the benefit of, the Debtors.

V. Miscellaneous

29. All of the documents evidencing salary, bonuses, incentive compensation, board compensation, and any other benefits, expense reimbursements, car allowances, 401k or similar plan contributions, retirement fund contributions, life insurance, loans, consulting fees, and any other consideration paid to Ross Auerbach, any member of the Auerbach family (or for their benefit), insiders, related parties, officers, and directors.

30. Documentation describing the use of and the costs associated with the Auerbach family members, insiders, related parties, officers, and directors' use of private and/or chartered jets for business and/or personal use, including accounting entries, invoices, travel and flights logs, and other related records.

31. Copies of all of the Debtors' directors and officers liability insurance policies (both primary and excess). One policy for July 23, 2019 to July 23, 2020 was provided

3


in the data room. Please provide any other relevant policies or confirm that no other relevant policies exist.

32. A copy of the engagement letter dated July 1, 2019 between The Northwest Company LLC and CBIZ MHM, LLC.

33. All documents and communications relating to the CBIZ Report, including but not limited to documents provided by the Debtors to CBIZ, all communications to or from CBIZ; all documents and communications requested by CBIZ but not provided by the Debtors, including but not limited to: (i) documentary evidence to support Extreme Horse's investment classification in the Debtors, including books and records and bank statements of the Debtors; and (ii) any and all audit confirmations directly confirmed by Debtors' external auditors, Mazars USA, LLP.

34. All documents regarding the $5 million transaction in 2017 between the Debtors, Extreme Horse, and Northwest Textile Holding LLC that resulted in the acquisition of an interest in the Debtors by Extreme Horse, including bank statements, any related journal entries in the Debtors' books and records, and any documents regarding the reclassification of the transaction and/or the purpose and use of the transaction proceeds

35. All documents and communications relating to any definitive documents between any Debtor and Extreme Horse and/or Ashford, including but not limited to leases, contracts, loans, etc.; with respect to any lease, all documents related to the business purpose for such lease and records of any additional payments made under the lease, including but not limited to renovations, reimbursements, etc.

36. All communications between the Debtors and Extreme Horse.

37. All communications between the Debtors and Ashford.

38. All documents regarding any prior transactions or business relationships between the Debtors and Outerstuff LLC.

VI. General Loan Documents

39. All Copies of all loan documents under which either of the Debtors is an obliger or guarantor, including but not limited to all credit agreements, notes, security agreements, factoring agreements, mortgages, deeds of trust, assignments of leases or rents, collateral assignments, other assignments, and any other agreements (including any schedules, annexes, amendments, or exhibits thereto) that are intended to provide, or evidence an agreement to provide, security or collateral for any obligation of the Debtors.

40. All notes evidencing any indebtedness (including intercompany indebtedness), liabilities (whether or not contingent) and other obligations (collectively, "Obligations").

4


41. All letters of credit, bankers acceptances, and other liabilities (whether or not contingent) that comprise any Obligations.

42. All guaranties and any suretyship or other arrangements that constitute any Obligations or that provide collateral or support for any Obligations (whether or not the signatory thereto is a debtor).

43. All forbearance agreements, settlement agreements, releases, and other agreements involving CIT or other lenders relating to any Obligations or collateral.

44. All subordination, intercreditor and other agreements that may relate to the priority or subordination, or any forbearance, involving any Obligations or liens in collateral.

VD. DIP Financing

45. Most up to date 13-week DIP cash flow budget and operating model in excel, including tabs for underlying support/assumptions and detailed build-up of sources and uses of cash for the period.

46. All source documents used to create DIP cash flow budget and projections.

4 7. All marketing materials produced and distributed for competing DIP financings.

48. Logs detailing list of parties contacted concerning the DIP financing outreach.

49. Copies of all memoranda or management presentations that were provided to the Debtors' potential DIP lenders.

VIII. General Security and Perfection Documents

50. All security agreements, pledge agreements, and any other agreements that are intended to provide, or evidence an agreement to provide, security or collateral for any Obligation.

51. All filings, registrations, notices and recordings that are intended to perfect any lien in, or assignment of, any collateral (together with assignments, releases, amendments and continuations) including, without limitation, all UCC-1 financing statements.

52. True copies of all instruments, chattel paper, letters of credit and other documents or items in which a perfected lien is claimed by virtue of possession of originals thereof, together with, for each item, the date that possession was obtained and who obtained that possession (and in what capacity they obtained that possession -- e.g., as agent, trustee, bailee, etc.), together with a list of times during which that possession was relinquished or transferred.

5


53. All agreements pursuant to which any pre-petition lender claims a perfected lien by control of any assets including, without limitation, deposit account control agreements, blocked account agreements and investment account control agreements.

54. True copies of all certificates of title and other title documents pursuant to which any pre-petition lender claims a perfected lien on any vehicles, boats, or other assets that are subject to a certificate of title statute together with, for each certificate or other document, the date upon which the Debtors obtained possession thereof (and in what capacity they obtained that possession - e.g., as agent, trustee, bailee, etc.) and any lien was noted thereon.

55. For all assets in which any pre-petition lender claims a lien by common law assignment or other action (e.g., life insurance policies), such assignment and evidence of all other actions that are required to perfect any pre-petition secured lender' s liens in such assets.

56. Recent official and certified UCC tax, lien, and judgment searches in a form and conducted by searchers or services customarily relied upon by institutional lenders.

vm. Intellectual Property Documents

58. All copyright security agreements, patent security agreements, trademark security agreements, intellectual property security agreements, and any other agreements (including any schedules, annexes or exhibits thereto) related to intellectual property that are intended to provide, or evidence an agreement to provide, security or collateral for any Obligation.

59. All filings, registrations, notices and recordings that are intended to perfect any lien in, or assignment of, any intellectual property collateral (together with assignments, releases, amendments and continuations) including, without limitation, all filings with the federal or other patent, trademark or copyright offices.

60. Recent intellectual property searches in a form and conducted by searchers or services customarily relied upon by institutional lenders.

IX. Real Property Documents

61. All mortgages, deeds of trust, assignments ofleases or rents, collateral assignments, other assignments, and any other agreements (including any schedules, annexes or exhibits thereto) related to real property that are intended to provide, or evidence an agreement to provide, security or collateral for any Obligation.

62. All filings, registrations, notices and recordings that are intended to perfect any lien in, or assignment of, any real property collateral (together with assignments, releases, amendments and continuations) including, without limitation, recordings in real estate records.

6


63. All title policies, binders, and surveys for all real property.

64. All lease agreements (including any schedules, annexes, or exhibits thereto) related to any of the Debtors' leased real property

X. Foreign Property Documents

65. All agreements, assignments, registrations, filings, notices, recordings and any other documents that are intended to perfect any lien in, or assignment of, collateral (together with assignments, releases, amendments and continuations) located outside of the United States as of the petition date.

XI. Supporting Information

66. All loan and credit applications and all commitment letters, term sheets, summary memoranda offering or syndication memos or other disclosures, and any other description of the terms of the credit facility or loans relating to any Obligations.

67. All questionnaires, perfection certificates, disclosure documents and other disclosures that any of the Debtors or any other obligor, or their representatives or agents, provided to any pre-petition lender or agent to provide information needed or used for lien searches and perfection of liens.

68. All letters, emails and other written or electronic communications evidencing or relating to defaults, demand for payment, claims or defenses asserted or discussed with any of the Debtors or their agents or representatives with respect to any Obligations or collateral.

69. All agreements relating to any stock, options, warrants, profit interests or equity of any kind in any of the Debtors or their affiliates that any pre-petition secured lender or its affiliates holds or has held.

7


Lowenstein Sandler

May 26, 2020

VIA EMAIL ([email protected])


I Michael A. Kaplan Counsel

One Lowenstein Drive Roseland, New Jersey 07068

T: 973.597.2302 F: 973.597.2303 E: [email protected]

Re: In re The Northwest Company, LLC, et al, Case No. 20-10990 (MEW) Second Set of Document Requests to Debtors

Mr. Teele,

This firm represents the Official Committee of Unsecured Creditors of The Northwest Company, LLC, et al. (the "Committee"). Pursuant to the Term Sheet agreed upon by the above-referenced debtors (the "Debtors") and the Committee executed on May 21, 2020, which was filed with the Court on May 22, 2020, we are enclosing the Second Set of Requests for Production Directed at the Debtors.

Very truly yours,

Isl Michael A. Kaplan

Michael A. Kaplan

,.. Enclosures

.. ucc -2


20-10990-mew Doc 188-2 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC-2: Committees Second Set of Requests for Production Directed at th Pg 1 of 2

SECOND SET OF REQUESTS FOR PRODUCTION DIRECTED AT THE DEBTORS

1. All documents and communications regarding the $100,000 wire transfer to Ross Auerbach made on April 17, 2020, including any documents and communications relating to any review, assessment, or audit of this transaction.

2. All documents and communications regarding the $40,000 wire transfer to Ross Auerbach made on April 17, 2020, including any documents and communications relating to any review, assessment, or audit of this transaction.

3. All documents and communications regarding the $35,000 wire transfer to Robert Jolson made on April 17, 2020, including any documents and communications relating to any review, assessment, or audit of this transaction.

4. All documents and communications regarding the $15,000 wire transfer to Pegasus Partners LLC made on April 6, 2020, including any documents and communications relating to any review, assessment, or audit of this transaction.

5. A copy of the lease agreement with Pegasus Partners LLC.

6. All documents and communications regarding payments made to American Express in April 2020 to pay down Ross Auerbach's corporate American Express credit card, including any documents and communications relating to any review, assessment, or audit of these transactions.

7. Documents sufficient to show the source of money used for the payments to Ross Auerbach and Robert Jolson on April 17, 2020.

1

20-10990-mew Doc 188-2 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC-2: Committees Second Set of Requests for Production Directed at th Pg 2 of 2

Lowenstein Sandler

July 1, 2020

VIA EMAIL


I Lindsay Sklar Associate

...

UCC-3

1251 6th Ave 17th floor New York, NY 10020 T: 646.414.6883 F: 973.597.2400 E: [email protected]

Re: In re The Northwest Company, LLC, No. 20-10990 (MEW) (Bankr. S.D.N.Y.) Debtors' Document Productions

Dear Counsel:

As you know, we represent the Official Committee of Unsecured Creditors of The Northwest Company, LLC, et al. (the "Committee"). Having reviewed the Debtors' document production to date, the Committee requests that the Debtors provide transactional level detail on the transaction identified herein. While we recognize that the Debtors have provided a data drop from the general ledger, the Committee requires the supplemental documentation described below in order to fully understand the Debtors' financial activities.

The accompanying spreadsheet flags certain items from the Debtors' bank statements from the operating account ending in -7880 (see tab '7880 Disbursements_Requested'). These items include cash-in and cash-out transfers. Each flagged item corresponds to a debit or credit entry to the cash accounts, which will illustrate the nature of the Debtors' spending. In order to find these entries and trace the cash flow, the Committee requests the following:

1. Entry-by-entry detail, directly from the native general ledger system, including the debit, credit, date, who it was entered/approved by, and any codes used for the entry.

2. Entry-by-entry detail (same as above) for any preceding entries. We notice that a large portion of the entries are accounted for through Trade Accounts Payable. In this example, we request to see the original entry for when the payable was created. Our preference would be to receive screenshots ( or any other method used to capture the entry detail) for the flagged entries. If necessary, we can accept access to the general ledger system, which will have to be navigated remotely from our end.

3. As listed in the tab 'Requested Checks, 'please provide a copy of the cancelled check, with images of both sides of the check.

4 . As listed in the tab 'Harrison GL Payments,' please provide entry-by-entry detail (same as above) for all such entries.


20-10990-mew Doc 188-3 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC-3: Committees Letter to the Debtors regarding Supplemental Documen Pg 1 of 21

In consideration of the Committee's investigation, and to provide for the Committee's robust and fulsome discovery process as agreed upon in the Agreement with the Official Committee of Unsecured Creditors Governing (I) Rule 2004 Investigation and (ll) Joint Marketing and Sale Process, we asks that the Debtors produce the above materials no later than July 15, 2020. We appreciate your cooperation.

Very truly yours,

Isl Lindsay H. Sklar Lindsay H. Sklar

cc: Jeffrey Cohen Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020

Michael Kaplan Lowenstein Sandler LLP One Lowenstein Drive Roseland, New Jersey 07068

Robert J. Stark Sigmund S. Wissner-Gross Kenneth J. Aulet Brown Rudnick LLP Seven Times Square New York, NY 10036

Paul S. Arrow Bernard D. Bollinger, Jr. Buchalter, A Professional Corporation 1000 Wilshire Blvd., Suite 1500 Los Angeles, CA 90017

Tracy L. Klestadt Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41 st Street, 17th Floor New York, NY 10036


7880 Disbursements Requested

Ledger Date Description C/D Amount Credit Debit

04/17/2020 Robert Jolson Debits $35,000.00 $0.00 $35,000.00 04/17/2020 Ross Auerbach Debits $40,000.00 $0.00 $40,000.00

04/17/2020 American Express Ross H Auerbach Debits $49,760.10 $0.00 $49,760.10 04/17/2020 Ross Auerbach Debits $100,000.00 $0.00 $100,000.00 04/08/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $376,603.35 $0.00 $376,603.35

04/07/2020 American Express Ross H Auerbach Debits $97,405.35 $0.00 $97,405.35 04/06/2020 Pegasus Partners LLC Debits $15,000.00 $0.00 $15,000.00 03/25/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $385,214.57 $0.00 $385,214.57

03/20/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $37,000.00 $37,000.00 $0.00 03/19/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $16,000.00 $16,000.00 $0.00 03/17/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $54,000.00 $0.00 $54,000.00 03/11/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $421,215.61 $0.00 $421,215.61 03/10/2020 Book Transfer Credit B/O: Northwest Textile Holding LLC Roslyn NY Credits $100,000.00 $100,000.00 $0.00 03/10/2020 American Express Ross H Auerbach Debits $225,322.74 $0.00 $225,322.74 03/09/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $175,000.00 $175,000.00 $0.00 03/06/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $10,000.00 $10,000.00 $0.00 03/05/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $50,000.00 $50,000.00 $0.00 03/04/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $12,446.91 $0.00 $12,446.91 03/04/2020 American Express Ross H Auerbach Debits $31,566.01 $0.00 $31,566.01

03/04/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $235,000.00 $0.00 $235,000.00 02/28/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $75,000.00 $75,000.00 $0.00 02/26/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $75,000.00 $0.00 $75,000.00 02/26/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $426,984.89 $0.00 $426,984.89

02/20/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $100,000.00 $100,000.00 $0.00 02/19/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $11,520.46 $0.00 $11,520.46 02/18/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $130,000.00 $0.00 $130,000.00 02/14/2020 American Express Ross H Auerbach Debits $307,253.09 $0.00 $307,253.09 02/12/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $476,887.48 $0.00 $476,887.48 02/05/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $12,295.87 $0.00 $12,295.87

02/04/2020 American Express Ross H Auerbach Debits $59,161.47 $0.00 $59,161.47 02/03/2020 American Express Ross H Auerbach Debits $62,885.10 $0.00 $62,885.10 01/31/2020 American Express Ross H Auerbach Debits $100,000.00 $0.00 $100,000.00

01/29/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $452,943.30 $0.00 $452,943.30 01/22/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $12,584.66 $0.00 $12,584.66 01/16/2020 Book Transfer Credit B/O: The Northwest Company LLC Roslyn NY Credits $10,000.00 $10,000.00 $0.00 01/15/2020 American Express Ross H Auerbach Debits $100,000.00 $0.00 $100,000.00 01/15/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $456,246.76 $0.00 $456,246.76 01/08/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $12,000.00 $0.00 $12,000.00

1




01/06/2020 American Express Ross H Auerbach Debits $17,827.58 $0.00 $17,827.58

01/06/2020 Book Transfer Credit B/O: The Northwest.Com LLC Roslyn NY Credits $19,265.51 $19,265.51 $0.00

01/06/2020 Book Transfer Credit 8/0: The Northwest.Com LLC Roslyn NY Credits $25,000.00 $25,000.00 $0.00


01/02/2020 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $10,000.00 $0.00 $10,000.00










11/29/2019 JPMorgan Chase Bank NA Hong Kong Hong Kong {SWF OF 19/11/29) Credits $98,564.00 $98,564.00 $0.00

11/22/2019 Viacom lnt'I Inc Mtv New York NY Debits $66,422.00 $0.00 $66,422.00


11/20/2019 Fedwire Debit Via: Bco Davivienda Sa/066011389 A/C: Exportadora Tsa Debits $25,312.50 $0.00 $25,312.50









11/06/2019 Bank of America New York Pegasus Partners LLC Debits $31,148.18 $0.00 $31,148.18












2





10/23/2019 JPMorgan Chase Bank NA Hong Kong Hong Kong (SWF OF 19/10/23) Credits $464,852.86 $464,852.86 $0.00





Book Transfer Credit B/O: Pnc Bank National Association Akron OH (DR Leonards

10/10/2019 Healthcare Corp) Credits $67,375.00 $67,375.00 $0.00






09/30/2019 Fedwire Credit Via: The Bankers Bank/103003616 B/O: Zfk Quail, Inc. Credits $20,000.00 $20,000.00 $0.00

Book Transfer Credit B/O: Pnc Bank National Association Akron OH (DR Leonards

09/27/2019 Healthcare Corp) Credits $31,530.08 $31,530.08 $0.00





09/20/2019 JPMorgan Chase Bank NA Hong Kong Hong Kong (SWF OF 19/09/20) Credits $1,539,093.44 $1,539,093.44 $0.00


09/17/2019 Fedwire Debit Via: Key Bk UT Slc/124000737 A/C: Standard Fiber, LLC Debits $15,325.69 $0.00 $15,325.69













08/12/2019 Fedwire Debit Via: Fst Rep Bk Sf/321081669 A/C: Manning Consulting Group, Debits $80,000.00 $0.00 $80,000.00



3




07/31/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $449,583.33 $0.00 $449,583.33 07/24/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $12,195.43 $0.00 $12,195.43

Book Transfer Credit B/0: Pnc Bank National Association Akron OH (DR Leonards

07/19/2019 Healthcare Corp) Credits $36,516.27 $36,516.27 $0.00 07/17/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $425,383.11 $0.00 $425,383.11

07/15/2019 American Express Ross H Auerbach Debits $30,248.75 $0.00 $30,248.75 07/15/2019 American Express Ross H Auerbach Debits $186,936.20 $0.00 $186,936.20 07/10/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $11,048.98 $0.00 $11,048.98

07/02/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $431,409.92 $0.00 $431,409.92 06/28/2019 American Express Ross H Auerbach Debits $33,500.00 $0.00 $33,500.00 06/26/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $11,107.48 $0.00 $11,107.48 06/19/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $420,497.93 $0.00 $420,497.93 06/17/2019 American Express Ross H Auerbach Debits $288,000.00 $0.00 $288,000.00 06/12/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $11,652.86 $0.00 $11,652.86 06/10/2019 American Express Ross H Auerbach Debits $150,000.00 $0.00 $150,000.00 06/05/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $407,264.24 $0.00 $407,264.24 06/04/2019 Bank of America New York Pegasus Partners LLC Debits $30,461.65 $0.00 $30,461.65

05/31/2019 Book Transfer Credit B/0: The Northwest.Com LLC Roslyn NY Credits $10,011.63 $10,011.63 $0.00 05/29/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $10,190.50 $0.00 $10,190.50


05/22/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $410,022.85 $0.00 $410,022.85 05/20/2019 American Express Ross H Auerbach Debits $16,049.73 $0.00 $16,049.73 05/08/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $432,108.95 $0.00 $432,108.95

05/06/2019 American Express Ross H Auerbach Debits $163,322.16 $0.00 $163,322.16 05/01/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $10,370.72 $0.00 $10,370.72 04/24/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $416,823.58 $0.00 $416,823.58 04/22/2019 American Express Ross H Auerbach Debits $100,000.00 $0.00 $100,000.00 04/17/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $10,485.98 $0.00 $10,485.98 04/17/2019 American Express Ross H Auerbach Debits $52,734.68 $0.00 $52,734.68

04/ 15/2019 American Express Ross H Auerbach Debits $41,785.05 $0.00 $41,785.05 04/10/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $427,840.74 $0.00 $427,840.74 04/04/2019 American Express Ross H Auerbach Debits $36,265.72 $0.00 $36,265.72

04/04/2019 American Express Ross H Auerbach Debits $100,000.00 $0.00 $100,000.00 04/02/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $10,011.78 $0.00 $10,011.78 03/27/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $423,085.66 $0.00 $423,085.66

03/15/2019 American Express Ross H Auerbach Debits $200,000.00 $0.00 $200,000.00 03/13/2019 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $415,180.19 $0.00 $415,180.19 02/28/2019 American Express Ross H Auerbach Debits $302,676.82 $0.00 $302,676.82

4









02/08/2019 Book Transfer Credit B/O: Ross H Auerbach Roslyn NY Credits $165,000.00 $165,000.00 $0.00

01/30/2019 Book Transfer Credit B/O: Ross H Auerbach Roslyn NY Credits $250,000.00 $250,000.00 $0.00




01/24/2019 Fedwire Debit Via: Bk Amer Nyc/026009593 A/C: Wbcp Burbank, CA Debits $100,000.00 $0.00 $100,000.00








12/27/2018 BOOK TRANSFER CREDIT B/O: THE NORTHWEST.COM LLC ROSLYN NY Credits $25,356.28 $25,356.28 $0.00

CHIPS DEBIT VIA: BANK OF AMERICA, N.A./0959 A/C: BANK OF AMERICA NEW YORK NY

12/27/2018 BEN: PEGASUS PARTNERS LLC US Debits $30,461.65 $0.00 $30,461.65


12/26/2018 DEPOSIT Credits $56,166.77 $56,166.77 $0.00




12/19/2018 BOOK TRANSFER DEBIT A/C: THE NORTHWEST COMPANY LLC ROSLYN NY Debits $444,406.39 $0.00 $444,406.39


12/14/2018 DEPOSIT Credits $11,300.09 $11,300.09 $0.00


12/14/2018 FEDWIRE CREDIT VIA: REGIONS BANK/062005690 B/O: FRED'S INC Credits $38,206.00 $38,206.00 $0.00


12/11/2018 FEDWIRE CREDIT VIA: WELLS FARGO BANK/121000248 B/O: OPTIMITY ADVISORS LLC Credits $16,737.48 $16,737.48 $0.00





5












11/02/2018 DEPOSIT Credits $14,828.53 $14,828.53 $0.00


10/30/2018 FEDWIRE CREDIT VIA: REGIONS BANK/062005690 B/O: FRED'S INC Credits $32,394.00 $32,394.00 $0.00








10/01/2018 DEPOSIT Credits $27,105.63 $27,105.63 $0.00



FEDWIRE CREDIT VIA: UBS AG STAMFORD BRANCH/026007993 B/O: DAVID HARRISON LLC

09/20/2018 ROSLYN NY Credits $500,000.00 $500,000.00 $0.00

FEDWIRE CREDIT VIA: THE BANK OF NEW YORK MELLON/021000018 B/O: 1/OKISONENT

09/18/2018 DISTRIBUTION AND 3/DE/65719 HOFHEIM AM TAU NUS Credits $12,781.27 $12,781.27 $0.00





BOOK TRANSFER DEBIT A/C: THE NORTHWEST COMPANY LLC ROSLYN NY 11576-1123

09/05/2018 REF: FACTORY SEP07'18 TRN: 3529800248JO Debits $12,711.02 $0.00 $12,711.02



08/29/2018 BOOK TRANSFER DEBIT A/C: THE NORTHWEST COMPANY LLC ROSLYN Debits $473,646.73 $0.00 $473,646.73


FEDWIRE CREDIT VIA: TD BANK, NA/011103093 B/O: THE THRIFT BOX LLC NY 11552 REF:

08/22/2018 CHASE NYC/CTR/BNF=THE NORTHWEST COMPANY LLC ROSLYN NY Credits $11,875.00 $11,875.00 $0.00


6




BOOK TRANSFER CREDIT 8/0: JPMC CB FUNDS TRANSFER SAME DAY TAMPA FL 33610-

08/21/2018 9128 ORG: ABA/322271724 CITIBANK NA REF:/BNF/OUR REF JPM180820-004852 Credits $117,966.87 $117,966.87 $0.00

FEDWIRE CREDIT VIA: WELLS FARGO BANK/121000248 B/O: DR. LEONARDS HEALTHCARE

08/16/2018 CORP Credits $26,607.00 $26,607.00 $0.00



08/13/2018 DEPOSIT Credits $315,639.11 $315,639.11 $0.00

08/08/2018 DEPOSIT Credits $50,073.36 $50,073.36 $0.00





07/27/2018 DEPOSIT Credits $24,264.05 $24,264.05 $0.00



07/13/2018 DEPOSIT Credits $25,000.00 $25,000.00 $0.00


07/03/2018 BOOK TRANSFER DEBIT A/C: THE NORTHWEST COMPANY LLC ROSLYN NY 1 Debits $417,508.66 $0.00 $417,508.66

07/02/2018 BOOK TRANSFER 8/0: ROSS H AUERBACH ROSLYN NY Credits $500,000.00 $500,000.00 $0.00

06/29/2018 DEPOSIT Credits $10,834.70 $10,834.70 $0.00






06/18/2018 DEPOSIT Credits $50,000.00 $50,000.00 $0.00

06/14/2018 DEPOSIT Credits $10,311.77 $10,311.77 $0.00




06/05/2018 DEPOSIT Credits $65,000.00 $65,000.00 $0.00


BOOK TRANSFER CREDIT 8/0: BEKAVAC TRADING COMPANY INC JOLIET, IL 60435 REF:

05/24/2018 INVOICE# 05-2018-05/BNF/INVOICE # 05-2018-05 TRN: 5351900144ES Credits $17,084.00 $17,084.00 $0.00




7




05/11/2018 DEPOSIT Credits $50,273.17 $50,273.17 $0.00





04/19/2018 FEDWIRE DEBIT VIA: COMERICA BK/072000096 A/C: THE BEANSTALK GROUP LLC US Debits $10,000.00 $0.00 $10,000.00


FEDWIRE DEBIT VIA: UBS AG NYC/026007993 A/C: ABA/026007993 STAMFORD CT 06912-

04/13/2018 0305 BEN: NORTHWEST TEXTILE HOLDING INC. Debits $100,000.00 $0.00 $100,000.00



CHIPS DEBIT VIA: BARCLAYS BANK PLC/0257 A/C: BARCLAYS BANK PLC LONDON EC3 NHJ,

04/09/2018 ENGLAND BEN: ENTERTAINMENT ONE Debits $10,000.00 $0.00 $10,000.00

04/06/2018 FEDWIRE DEBIT VIA: CITIBANK NYC/021000089 A/C: MARY MIESZKOWSKI US Debits $139,500.00 $0.00 $139,500.00


04/02/2018 DEPOSIT Credits $24,572.47 $24,572.47 $0.00









BOOK TRANSFER CREDIT B/O: THE ROYAL BANK OF SCOTLAND PLC LONDON UNITED

03/01/2018 KINGDOM Credits $43,252.08 $43,252.08 $0.00

02/28/2018 DEPOSIT Credits $17,948.10 $17,948.10 $0.00




FEDWIRE DEBIT VIA: UBS AG NYC STAMFORD CT 06912-0305 BEN: NORTHWEST TEXTILE

02/27/2018 HOLDING INC. Debits $100,000.00 $0.00 $100,000.00

FEDWIRE DEBIT VIA: UBS AG NYC STAMFORD CT 06912-0305 BEN: NORTHWEST TEXTILE

02/26/2018 HOLDING INC. Debits $101,000.00 $0.00 $101,000.00




8





02/12/2018 DEPOSIT Credits $600,000.00 $600,000.00 $0.00

02/09/2018 DEPOSIT Credits $39,886.08 $39,886.08 $0.00





FEDWIRE DEBIT VIA: UBS AG NYC/026007993 A/C: ABA/026007993 STAMFORD CT 06912-

02/02/2018 0305 BEN: NORTHWEST TEXTILE HOLDING INC. ROSLYN, NY Debits $93,930.00 $0.00 $93,930.00


02/01/2018 LETTER OF CREDIT (CREDIT) SIGHT PAYMENT THE NORTHWEST COMPANY LLC Credits $206,406.33 $206,406.33 $0.00





01/30/2018 BOOK TRANSFER CREDIT B/O: THE NORTHWEST.COM LLC ROSLYN NY 1 Credits $14,783.22 $14,783.22 $0.00


01/23/2018 FEDWIRE DEBIT VIA: JOHNSON BANK/075911852 A/C: EVENT VEHICLE LEASING LLC US Debits $19,586.50 $0.00 $19,586.50

01/17/2018 FEDWIRE DEBIT VIA: BB&T NC/053101121 A/C: THE NORTHWEST COMPANY, LLC. Debits $26,129.69 $0.00 $26,129.69


01/12/2018 FEDWIRE DEBIT VIA: CITIBANK NYC/021000089 A/C: MARY MIESZKOWSKI US Debits $159,500.00 $0.00 $159,500.00

01/10/2018 ContextLogic, Inc. Bill.com Credits $10,000.00 $10,000.00 $0.00




01/05/2018 FEDWIRE DEBIT VIA: BB&T NC/053101121 A/C: THE NORTHWEST COMPANY, LLC. Debits $28,909.08 $0.00 $28,909.08





12/29/2017 Deposit Credits $36,359.97 $36,359.97 $0.00


12/26/2017 Orig CO Name:Contextlogic, IN Credits $10,000.00 $10,000.00 $0.00




12/20/2017 Fedwire Debit Via: BB&T NC/053101121 A/C: The Northwest Company, LLC. Debits $16,626.94 $0.00 $16,626.94

9




11./20/2017 American Express Ross H Auerbach Debits $250,000.00 $0.00 $250,000.00

11./20/2017 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $435,438.84 $0.00 $435,438.84


11./12/2017 Deposit Credits $12,730.48 $12,730.48 $0.00

11./12/2017 Deposit Credits $122,353.47 $122,353.47 $0.00

11./11/2017 Orig CO Name:Contextlogic, IN Credits $10,000.00 $10,000.00 $0.00

11./11/2017 Orig CO Name:Contextlogic, IN Credits $10,000.00 $10,000.00 $0.00

11./06/2017 Fedwire Debit Via: BB&T NC/053101121 A/C: The Northwest Company, LLC. Debits $19,711.48 $0.00 $19,711.48




11/30/2017 Book Transfer Credit 8/0: The Royal Bank of Scotland Pie London United Credits $15,290.88 $15,290.88 $0.00


11/30/2017 Fedwire Debit Via: Valley Passaic/021201383 A/C: Lazarus & Lazarus PC Debits $250,000.00 $0.00 $250,000.00

Chips Debit Via: Bank of America, N.A./0959 A/C: Bank of America New York NY Ben:

11/29/2017 Pegasus Partners LLC Debits $27,909.68 $0.00 $27,909.68

11/29/2017 Book Transfer Debit A/C: American Broadcasting Companies, New York NY Debits $58,128.80 $0.00 $58,128.80



11/21/2017 Fedwire Debit Via: Johnson Bank/075911852 A/C: Cgs Premier, Inc. Debits $21,300.00 $0.00 $21,300.00




11/15/2017 Book Transfer Credit 8/0: The Northwest.Com LLC Roslyn NY 11576-1123 Credits $50,000.00 $50,000.00 $0.00

11/14/2017 Book Transfer Credit B/O: The Northwest.Com LLC Roslyn NY 11576-1123 Credits $100,000.00 $100,000.00 $0.00

11/13/2017 Fedwire Debit Via: Wells Fargo NA/121000248 A/C: The Integer Group, LLC Debits $90,000.00 $0.00 $90,000.00

11/13/2017 Book Transfer Credit B/O: The Northwest.Com LLC Roslyn NY 11576-1123 Credits $100,000.00 $100,000.00 $0.00







10/30/2017 Fedwire Credit Via: Carrollton Bank/081906013 B/O: The Source Group LLC Credits $17,981.00 $17,981.00 $0.00

Chips Debit Via: Bank of America N A/0959 A/C: Bank of America New York NY Ben:




10





Fedwire Debit Via: UBS Ag Nyc/026007993 A/C: Aba/026007993 Stamford CT

06912-0305 Ben: Northwest Textile Holding Inc. Roslyn, NY 11576 US Ref:

10/17/2017 Ck22735 Ross Distribution/Bnf/101-WA258641-000 UBS Financialservices Debits $194,973.00 $0.00 $194,973.00


10/11/2017 Fedwire Debit Via: Bk Amer Nyc/026009593 A/C: Paycom Payroll LLC Debits $406,622.63 $0.00 $406,622.63


Chips Debit Via: Citibank N.A./0008 A/C: National Westminster Bank Pie

10/06/2017 London, England Ben: Sedex Information Exchange Ltd London Debits $11,252.55 $0.00 $11,252.55





09/27/2017 Fedwire Debit Via: Fnb of PA/043318092 A/C: The Northwest Company, LLC Debits $47,927.27 $0.00 $47,927.27


09/13/2017 Fedwire Debit Via: Fnb of PA/043318092 A/C: The Northwest Company, LL Debits $50,059.69 $0.00 $50,059.69



Book Transfer Credit B/O: Pnc Bank National Association Akron OH 44308-

09/01/2017 Org:/1029005029 Bensussen Deutsch & Associates LLC Credits $316,181.25 $316,181.25 $0.00





Orig CO Name:Mlcv 2020 Holdin Orig ID:1471460938 Desc Date:170803 CO Entry

08/25/2017 Descr:Payables Credits $41,800.00 $41,800.00 $0.00

Fedwire Credit Via: Wells Fargo Bank/121000248 B/O: DR. Leonards

08/17/2017 Healthcare Corp Edison NJ Credits $29,350.00 $29,350.00 $0.00






06912-0305 Ben: Northwest Textile Holding Inc. Roslyn, NY 11576 US Ref:

08/08/2017 Ck22735 Ross Distribution/Bnf/101-WA258641-000 UBS Financialservices Debits $165,000.00 $0.00 $165,000.00


Orig CO Name:Mlcv 2020 Holdin Orig ID:1471460938 Desc Date:170803 CO Entry

08/04/2017 Descr:Paya bles Credits $41,800.00 $41,800.00 $0.00

11







Chips Debit Via: Barclays Bank Plc/0257 A/C: Barclays Bank Pie London Ec3

07/25/2017 Nhj, England Ben: Entertainment One Uk Limited Debits $10,000.00 $0.00 $10,000.00

Chips Debit Via: Barclays Bank Plc/0257 A/C: Barclays Bank Pie London Ec3

07/25/2017 Nhj, England Ben: Entertainment One Uk Limited Debits $10,000.00 $0.00 $10,000.00






07/14/2017 06912-0305 Ben: Northwest Textile Holding Inc. US Ref: Distribution For Taxes Debits $340,000.00 $0.00 $340,000.00





07/05/2017 Fedwire Debit Via: BB&T NC/053101121 A/C: The Northwest Company, LLC Debits $361,170.56 $0.00 $361,170.56

Chips Debit Via: Bank of America N A/0959 A/C: Bank of America New York

06/30/2017 NY Ben: Nadine D. Ochs US Ref: Ck22262 • Peter Ochs_Loan Debits $14,000.00 $0.00 $14,000.00

Fedwire Credit Via: Israel Discount Bank of New York/026009768 B/O: One

06/30/2017 Step Up Ltd NY 10018 Ref: Chase Nyc/Ctr/Bnf=The Northwest Company LLC Credits $541,278.00 $541,278.00 $0.00













Book Transfer B/O: JPMC Internal Accounts Processing Newark DE 19713-2105

05/26/2017 Org:/W54004002 Northwest Textile Holding LLC Credits $1,000,000.00 $1,000,000.00 $0.00



12




05/19/2017 Book Transfer Debit A/C: Ross H Auerbach Roslyn NY Debits $1,000,000.00 $0.00 $1,000,000.00










04/21/2017 Fedwire Debit Via: Citibank Nyc/021000089 A/C: Mary Mieszkowski US Ref Debits $69,000.00 $0.00 $69,000.00











Chips Debit Via: Citibank N.A./0008 A/C: Bancolombia {Panama) S.A. Panama 7, Panama

03/23/2017 Ben: Exportadora Tsa Debits $21,121.29 $0.00 $21,121.29

Chips Debit Via: Citibank N.A./0008 A/C: Bancolombia (Panama) S.A. Panama 7, Panama

03/17/2017 Ben: Exportadora Tsa Debits $21,007.90 $0.00 $21,007.90






03/08/2017 Fedwire Debit Via: Yadkin Bank/053102117 A/C: The Northwest Company, Debits $12,000.00 $0.00 $12,000.00


03/02/2017 Fedwire Debit Via: Yadkin Bank/053102117 A/C: The Northwest Company, LLC Debits $61,900.39 $0.00 $61,900.39





13






02/22/2017 Fedwire Debit Via: Yadkin Bank/053102117 A/C: The Northwest Com pan Debits $10,286.01 $0.00 $10,286.01

02/15/2017 Fedwire Debit Via: Yadkin Bank/053102117 A/C: The Northwest Com pan Debits $50,068.99 $0.00 $50,068.99








01/26/2017 Book Transfer Debit A/C: The Northwest Company LLC Roslyn NY Debits $18,162.58 $0.00 $18,162.58 01/26/2017 Book Transfer Credit B/O: The Northwest.Com LLC Roslyn NY Credits $39,980.53 $39,980.53 $0.00


01/24/2017 Deposit Credits $606,521.03 $606,521.03 $0.00





01/06/2017 Fedwire Debit Via: Citibank Nyc/021000089 A/C: Mary Mieszkowski Debits $133,500.00 $0.00 $133,500.00

Fedwire Debit Via: BB&T NC/053101121 A/C: The Northwest Company, LLC. US Ref:

01/05/2017 Extra$ For Cash Flow Debits $30,000.00 $0.00 $30,000.00



01/03/2017 Book Transfer Credit B/O: Unicredit Bank Austria Ag Vienna Austria Credits $13,629.00 $13,629.00 $0.00

14


Requested Checks

Account Date Check# Amount 7880 03/06/20 32738 $175,000.00 7880 03/03/20 32718 $120,996.74 7880 02/28/20 32643 $113,413.84 7880 02/07/20 32605 $1,202,846.43 7880 01/13/20 32011 $484,573.66 7880 01/10/20 32009 $236,584.60 7880 01/10/20 32012 $138,045.60 7880 12/31/19 32089 $182,820.42 7880 12/31/19 32090 $157, 766.40 7880 12/31/19 32091 $156,780.36 7880 12/20/19 32045 $339,625.78 7880 12/20/19 32044 $157, 766.40 7880 12/20/19 31969 $104,988.09 7880 12/09/19 32004 $287,340.66 7880 12/09/19 32005 $261,300.60 7880 12/03/19 31759 $496,431.14 7880 12/03/19 32003 $287,390.66 7880 12/03/19 32002 $138,005.60 7880 11/25/19 31757 $365,755.84 7880 11/25/19 31655 $287,365.66 7880 11/25/19 31763 $229,387.26 7880 11/25/19 31756 $138,045.60 7880 11/22/19 31781 $357,908.08 7880 11/22/19 31780 $209,000.48 7880 11/18/19 31876 $1,003,301.57 7880 11/18/19 31658 $287,365.66 7880 11/18/19 31662 $177,487.20 7880 11/15/19 31660 $287,340.66 7880 11/15/19 31661 $235,170.54 7880 11/15/19 31659 $118,324.80 7880 11/08/19 31657 $157,676.40 7880 11/07/19 31665 $150,000.00

7880 11/04/19 31477 $287,390.66 7880 11/04/19 31478 $287,390.66 7880 10/28/19 31448 $91,435.03 7880 10/28/19 31449 $91,435.03 7880 10/28/19 31450 $91,435.03 7880 10/25/19 31515 $739,908.02 7880 10/25/19 31514 $197,208.00 7880 10/23/19 31575 $600,000.00 7880 10/23/19 31428 $91,435.03 7880 10/23/19 31434 $91,435.03 7880 10/23/19 31435 $91,435.03 7880 10/21/19 31290 $673,893.34 7880 10/21/19 31516 $445,197.06 7880 10/21/19 31512 $156,780.36

1


Requested Checks

Account Date Check# Amount 7880 10/21/19 31432 $91,435.03 7880 10/21/19 31444 $91,435.03 7880 10/21/19 31446 $91,435.03 7880 10/21/19 31447 $91,435.03 7880 10/18/19 31306 $159,362.81 7880 10/17/19 31470 $898,439.52 7880 10/11/19 31374 $287,390.66 7880 10/09/19 31426 $727,106.22 7880 09/30/19 31222 $758,732.56 7880 09/30/19 31324 $195,025.00 7880 09/24/19 31234 $287,390.66 7880 09/23/19 31146 $256,330.40 7880 09/23/19 31145 $137,985.60 7880 09/19/19 31158 $195,025.00 7880 09/13/19 31084 $478,645.53 7880 09/13/19 31126 $195,025.00 7880 09/12/19 31138 $160,354.75 7880 08/22/19 30789 $148,192.00 7880 08/20/19 30908 $195,025.00 7880 08/08/19 30710 $349,913.00 7880 08/01/19 30652 $454,450.17 7880 07/29/19 30170 $157,500.00 7880 06/25/19 30368 $454,046.99 7880 06/24/19 30252 $1,083,778.69 7880 06/17/19 30300 $125,000.00 7880 05/24/19 30068 $519,911.80 7880 05/20/19 29862 $178,560.35 7880 05/08/19 29926 $500,000.00 7880 04/29/19 29767 $154,333.24 7880 04/26/19 28791 $113,590.95 7880 04/16/19 29697 $97,639.16 7880 04/16/19 29698 $97,639.16 7880 04/16/19 29699 $97,639.16 7880 04/16/19 29700 $97,639.16 7880 04/16/19 29701 $97,639.16 7880 04/16/19 29696 $90,685.45 7880 04/09/19 29652 $505,505.62 7880 04/04/19 29120 $140,412.63 7880 03/29/19 29557 $382,650.49 7880 03/27/19 29119 $122,440.28 7880 02/04/19 28450 $308,920.77 7880 01/31/19 28883 $1,159,827.15 7880 01/28/19 28631 $141,573.69 7880 01/18/19 28641 $119,000.00 7880 01/14/19 28451 $508,257.07 7880 01/08/19 28642 $1,059,298.15

2


Requested Checks

Account Date Check# Amount 7880 01/08/19 28485 $148,146.93 7880 12/18/18 28183 $1,151,887.00 7880 11/26/18 28020 $514,612.90 7880 11/21/18 28019 $418,085.17 7880 11/20/18 27984 $824,009.26 7880 11/14/18 27892 $1,329,225.34 7880 11/13/18 27875 $600,000.00 7880 11/13/18 27760 $444,253.62 7880 11/05/18 27756 $650,340.82 7880 10/30/18 27526 $437,487.73 7880 10/03/18 27517 $869,914.51 7880 10/02/18 27514 $756,483.82 7880 09/27/18 26851 $600,000.00 7880 08/13/18 27004 $650,000.00 7880 07/11/18 25846 $500,000.00 7880 06/04/18 26126 $502,400.31 7880 05/07/18 25696 $414,421.92 7880 04/30/18 25823 $496,134.74 7880 04/24/18 25697 $460,468.80 7880 04/23/18 25695 $414,421.92 7880 04/16/18 25290 $620,705.95 7880 04/10/18 24656 $500,001.00 7880 03/13/18 24923 $1,076,948.16 7880 02/02/18 24740 $1,450,896.60 7880 01/16/18 24532 $1,071,357.70 7880 12/19/17 24153 $763,769.75 7880 12/11/17 24086 $937,693.30 7880 10/13/17 23194 $644,538.47 7880 09/14/17 22919 $824,871.03 7880 09/11/17 22934 $500,000.00 7880 08/11/17 22558 $618,622.93 7880 07/11/17 22230 $615,444.19 7880 06/15/17 22047 $500,000.00 7880 06/05/17 21830 $552,352.39 7880 05/05/17 21665 $600,000.00 7880 03/01/17 20720 $1,285,642.95 7880 02/23/17 20766 $474,650.38 7880 02/21/17 20767 $471,067.06 7880 01/17/17 20309 $1,558,887.42

3


Harrison GL Payments

Check# Address Number Desc G/L Date Amount Document Type Batch Type 23021 DAVID HARRISON LLC 9/1/2017 $ (9,700.00) Automated Check A/P Checks

23521 DAVID HARRISON LLC 10/18/2017 $ (19,400.00) Automated Check A/P Checks (Automatic)

DAVID HARRISON LLC 12/28/2017 $ (9,700.00) Automated Check A/P Checks (Automatic)





























Harrison Bank Statement Payment

ledger Description Amount Party 09/20/18 FEDWIRE CREDIT VIA: UBS AG STAMFORD BRANCH/026007993 B/O: DAVID HARRISON LLC ROSLYN NY $ {500,000.00) DAVID HARRISON


B2540 (Form 2540- Subpoena for Rule 2004 Examination) (12/15)

UNITED STATES BANKRUPTCY COURT for the Southern District of New York

In re The Northwest Company, LLC, et al. Case No. 20-10990 (MEW)

Chapter 11 Debtor

SUBPOENA FOR RULE 2004 EXAMINATION

To: Extreme Horse Limited

(Name of person to whom the subpoena is directed)

,..

... UCC-4

D Testimony: YOU ARE COMMANDED to appear at the time, date, and place set forth below to testify at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure. A copy of the court order authorizing the examination is attached.

PLACE DATE AND TIME

The examination will be recorded by this method: _________________________ _

1K] Production: You, or your representatives, must also bring with you to the examination the following documents, electronically stored information, or objects, and must permit inspection, copying, testing, or sampling of the material:

See the instructions and documents requested in the attached Exhibit A.

The following provisions of Fed. R. Civ. P. 45, made applicable in bankruptcy cases by Fed. R. Bankr. P. 9016, are attached - Rule 45(c), relating to the place of compliance; Rule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and 45(g), relating to your duty to respond to this subpoena and the potential consequences of not doing so.

Date: June 9, 2020

CLERK OF COURT

OR

Isl Michael A. Kaplan Signature of Clerk or Deputy Clerk Attorney's signature

The name, address, email address, and telephone number of the attorney representing the Official Committee of Unsecured Creditors of The Northwest Company, et al., who issues or requests this subpoena, is: Michael A. Kaplan, Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020, [email protected], (973) 597-2500.

Notice to the person who issues or requests this subpoena If this subpoena commands the production of documents, electronically stored information, or tangible things, or the

inspection of premises before trial, a notice and a copy of this subpoena must be served on each party before it is served on the person to whom it is directed. Fed. R. Civ. P. 45(a)(4).

20-10990-mew Doc 188-4 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC:4 - Committees Rule 2004 Subpoena for Production of Documents to E Pg 1 of 12

B2540 (Form 2540- Subpoena for Rule 2004 Examination) (Page 2)

PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 45.)

I received this subpoena for (name of individual and title, if any): ___________________ _

on (date) ___ _

D I served the subpoena by delivering a copy to the named person as follows: _______________ _

_______________ on (date) ________ ; or

D I returned the subpoena unexecuted because:

Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also tendered to the witness the fees for one day's attendance, and the mileage allowed by law, in the amount of $ __________ _

My fees are $ ____ for travel and $ ____ for services, for a total of$ ___ _

I declare under penalty of perjury that this information is true and correct.

Date: -------

Server's signature

Printed name and title

Server 's address

Additional information concerning attempted service, etc.:


B2540 (Form 2540 Subpoena for Rule 2004 Examination) (Page 3)

Federal Rule of Civil Procedure 45( c ), ( d), ( e ), and (g) (Effective 12/1/13) (made applicable in bankruptcy cases by Rule 9016, Federal Rules of Bankruptcy Procedure)

(c) Place of compliance.

(1) For a Trial, Hearing, or Deposition. A subpoena may command a person to attend a trial, hearing, or deposition only as follows:

(A) within I 00 miles of where the person resides, is employed, or regularly transacts business in person; or

(8) within the state where the person resides, is employed, or regularly transacts business in person, if the person

(i) is a party or a party's officer; or (ii) is commanded to attend a trial and would not incur substantial

expense.

(2) For Other Discovery. A subpoena may command: (A) production of documents, or electronically stored information, or

things at a place within 100 miles of where the person resides, is employed, or regularly transacts business in person; and

(8) inspection of premises, at the premises to be inspected.

(d) Protecting a Person Subject to a Subpoena; Enforcement.

(I} Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The court for the district where compliance is required must enforce this duty and impose an appropriate sanction -which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply.

(2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce

documents, electronically stored information, or tangible things, or to permit the inspection of premises, need not appear in person at the pla~ of production or inspection unless also commanded to appear for a deposition, hearing, or trial. .

(B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises - or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time spec!fi~ for compliance or 14 days after the subpoena is served. Ifan obJectlon 1s made, the fo llowing rules apply:

(i) At any time, on notice to the commanded person, the serving party may move the court for the district where compliance is required for an order compelling production or inspection.

(ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance.

(3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the court for the district where

compliance is required must quash or modify a subpoena that: (i) fails to a llow a reasonable time to comply; (ii) requires a person to comply beyond the geographical limits

specified in Rule 4S(c); . (iii) requires disclosure of privileged or other protected matter, if no

exception or waiver applies; or (iv) subjects a person to undue burden.

(B) When Permitted. To protect a person subject to or affected by a subpoena, the court for the district where compliance is required may, on motion, quash or modify the subpoena if it requires:

(i) disclosing a trade secret or other confidential research, development, or commercial information; or

(ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party.

(C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45( d)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party:

(i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and

(ii) ensures that the subpoenaed person will be reasonably compensated.

(e) Duties in Responding to a Subpoena.

(1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information:

(A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must ~rganize and label them to correspond to the categories in the demand.

(B) Form for Producing Electronically Stored Information Not Specified. Ifa subpoena does not specify a form for ~roducing .. electronically stored information, the person respondmg must produce 1t m a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms.

(C) Electronically Stored Information Produced in Only One Fom,. The person responding need not produce the same electronically stored information in more than one form.

(D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored !nformation from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel d iscovery or for a protective order, the person responding must show that the information is not . . reasonably accessible because of undue burden or cost. If that showmg 1s made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, cons.idering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery.

(2) Claiming Privilege or Protection. (A) Jnfonnation Withheld. A person withholding subpoenaed

information under a claim that it is privileged or subject to protection as trial-preparation material must:

(i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications,

or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the c laim.

(B) Information Produced. If information produced in response to a subpoena is subject to a c laim of privilege or of protection as trialpreparation material, the person making the c laim may notify any party that received the information of the c laim and the basis for it After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information under seal to the court for the d istrict where compliance is required for a determination of the claim. The person who produced the information must preserve the information unti l the claim is resolved.

~) Contempt. The court for the district where compliance is required - and also, after a motion is transferred, the issuing court - may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena or an order related to it.

For access to subpoena materials, see Fed. R. Civ. P. 4S(a) Committee Note (2013)


Exhibit A


DEFINITIONS

1. "Ashford" means Ashford Textiles LLC, its officers, directors, representatives,

agents, accountants, attorneys, and anyone else acting on its behalf.

2. "Auerbach" means Ross Auerbach.

3. "Board" means any Officer, Director, or any group or subcommittee with the

responsibility of, among other things, governing Extreme Horse or overseeing the activities and

operations of Extreme Horse.

4. "CBIZ" means the accounting firm CBIZ MHM, LLC.

5. "CBIZ Report" means that certain report prepared by CBIZ dated November 8,

2019.

6. "Chapter 11 Cases" means the above-captioned chapter 11 cases.

7. "Communication" means any contact or act by which any information or

knowledge is transmitted or conveyed between two or more persons or entities, by whatever means

accomplished, and includes written contact such as correspondence, letters, notes, advertisements,

proposals, solicitation, memoranda, telegrams, facsimiles, emails, or electronic file transfers, and

oral transmission and conveyance of information, including face-to-face meetings, telephone

conversations and video conferences.

8. "Concerning" means relating to, evidencing, supporting, negating, refuting,

embodying, containing, memorializing, comprising, reflecting, analyzing, constituting, describing,

identifying, referring to, referencing, discussing, indicating, connected with or otherwise

pertaining in any way, in whole or in part, to the subject matter being referenced.

9. "Debtors" means the above-captioned debtors and debtors-in-possession, including

their predecessors or successors, assignees, prior or current parents, partners, subsidiaries,

-1-


aff'tliates or controlled companies, and each of their prior or current Officers, Directors, employees,

agents, advisors, and attorneys.

10. "Directors" means each present and former director of Extreme Horse.

11. "Document" has the broadest possible meaning under Federal Rule of Civil

Procedure 34 and includes each and every form of Communication, and also includes, without

limitation, all written, printed, typed, recorded, or graphic matter of any kind, type, nature, or

description, in whatever form ( e.g., final and draft versions) that is or has been in Your, as defmed

herein, actual or constructive possession, custody or control, including, but not limited to, all

printed and electronic copies of electronic mail, notes, correspondence, memoranda, tapes,

stenographic or handwritten notes, written forms of any kind, charts, blueprints, drawings,

sketches, graphs, plans, articles, specifications, diaries, letters, telegrams, photographs, minutes,

contracts, agreements, reports, surveys, computer printouts, data compilations of any kind,

teletypes, telexes, facsimiles, invoices, order forms, checks, drafts, statements, credit memos,

reports, summaries, books, ledgers, notebooks, schedules, transparencies, recordings, catalogs,

advertisements, promotional materials, films, video tapes, audio tapes, brochures, pamphlets or

any written or recorded materials of any other kind, however stored (whether in tangible or

electronic form), recorded, produced or reproduced, including backup tapes. The term

''Document" shall include not only originals, but also any copies or reproductions of all such

written, printed, typed, recorded, or graphic matter upon which any notations, comments or

markings of any kind have been made that do not appear on the original documents or that are

otherwise not identical to the original documents.

12. "Extreme Horse" means Extreme Horse Limited, its officers, directors,

representatives, agents, accountants, attorneys, and anyone else acting on its behalf.

-2-


13. "Officers" means each present and former officer of Extreme Horse.

14. "Related Entity" or "Related Entities" shall mean any legal entity, including but not

limited to, a corporation, partnership, sole proprietorship, or LLC in which the Debtors, Auerbach,

Shay Auerbach, Glenn Auerbach, or any immediate family relative of Auerbach have or may have

an equity interest, directly or indirectly, of 20% or more or as a general partner, director, officer,

member, manager, or person in control.

15. "Related Party'' or "Related Parties" shall mean any Related Entity or any

immediate family relative of Auerbach, and (to the extent not captured in the previous definitions)

The Northwest Textile Holdings LLC, Pegasus Partners LLC, David Harrison LLC, Glenn

Auerbach, Shay Auerbach, Shay Auerbach LLC, Elex Auerbach, and any other family relative of

Auerbach.

16. "You" or "Your" means Extreme Horse.

INSTRUCTIONS

1. Unless otherwise indicated, the time period applicable to these requests is from

April 18, 2016 through the present, and includes any documents created on an earlier date, but in

use, modified, accessed, opened, uploaded, or downloaded during the relevant time period.

2. To the extent Ashford has provided and satisfied any of the below Requests,

Ashford shall provide a written response stating the date and manner of production of such

Request(s).

3. All responses shall comply with the requirements of the Federal Rules of Civil

Procedure, the Federal Rules of Bankruptcy Procedure, and the Local Rules for the United States

Bankruptcy Court for the Southern District of New York.

-3-


4. The following Requests shall be deemed continuing in nature. In the event You

become aware of or acquire additional information Concerning any of the foUowing Requests,

such additional information is to be promptly produced.

5. You are to produce all responsive Documents in Your possession, custody, or

control, wherever located, including, without limitation, those in the custody of Your

representatives and affiliates. A Document is deemed to be in Your possession, custody, or control

if it is in Your physical custody, or if it is in the physical custody of any other person or entity and

You: (i) own such Document in whole or in part; (ii) have a right, by contract, statute, or otherwise,

to use, inspect, examine, or copy such Document on any terms; (iii) have an understanding, express

or implied, that You may use, inspect, examine, or copy such Document on any terms; or (iv) as a

practical matter, You have been able to use, inspect, examine, or copy such Document when You

sought to do so. If any requested Document was, but no longer is, in Your control, state the

disposition of each such Document.

6. If any Document requested herein was formerly in Your possession, custody or

control and has been lost or destroyed or otherwise disposed of, You are requested to submit in

lieu of any such Document a written statement (a) describing in detail the nature of the Document

and its contents, (b) identifying the person(s) who prepared or authored the Document and, if

applicable, the person(s) to whom the Document was sent, (c) specifying the date on which the

Document was prepared or transmitted, and ( d) specifying the date on which the Document was

lost or destroyed and, if destroyed, the conditions of and reasons for such destruction and the

person( s) requesting and performing the destruction.

7. If any part of the following Requests cannot be responded to in full, please respond

to the extent possible, specifying the reason(s) for Your inability to respond to the remainder and

-4-


stating whatever information or knowledge You have Concerning the portion to which You do not

respond.

8. If You object to any of these Requests, state in writing with specificity the grounds

of Your objections. Any ground not stated shall be waived. If You object to a particular portion

of any Request, You shall respond to any other portions of such Request as to which there is no

objection and state with specificity the grounds of the objection.

9. The fact that an investigation is continuing or that discovery is incomplete shall not

be a justification for failing to respond to these Requests based on the knowledge or information

that You possess at the time You respond to these Requests. If an investigation is continuing or

discovery is not complete with respect to the matter inquired into by any Request, so state in Your

response to that Request.

10. Where any copy of any Document whose production is sought herein, whether a

draft or final version, is not identical to any copy thereof, by reason of alterations, notes, comments,

initials, underscoring, indication of routing, or other material contained thereon or attached thereto,

all such non-identical copies are to be produced separately.

11. The words "and" and "or" are to be construed both conjunctively and disjunctively.

The singular form of a noun or pronoun includes the plural form and vice versa. The word "all"

shall also include "each of," and vice versa. The word "any" shall be construed to mean "any and

all" where the effect of such construction is to broaden the scope of the Request.

12. If there are no Documents responsive to any particular Request, please state so in

writing.

-5-


13. A Request for any Document shall be deemed to include a request for any and all

transmittal sheets, cover letters, exhibits, enclosures, or attachments to such Document, in addition

to the Document in its full and unexpurgated form.

14. Each Request for Documents herein includes a request for exact copies of all disks,

CDs, DVDs, flash drives, memory sticks, and other removable media containing any information

responsive to such Request. Electronic records and computerized information should be produced

in an intelligible format or together with a sufficient description of the system or program from

which each was derived to permit rendering the material legible. If the identity of Documents

responding to a Request is not known, then that lack of knowledge must be specifically indicated

in the response. If any information requested is not in Your possession, but is known or believed

to be in the possession of another person or entity, then identify that person or entity and state the

basis of Your belief or knowledge that the requested information is in such person's or entity's

possession.

15. Produce all Documents as they are kept in the ordinary course of business.

16. To the extent you refuse to respond to any Request, in whole or in part, on grounds

of privilege, identify the withheld Document or Communication on a privilege log stating: (i) the

identity of the person(s) who prepared or authored the Document or took part in the

Communication; (ii) the person(s) to whom the Document was shown or otherwise disclosed; (iii)

the date( s) on which the Document was prepared and disseminated, or on which the

Communication transpired or was disclosed; (iv) the general subject matter of the Document or

Communication; (v) the nature of the Document or Communication (e.g., telephone conference,

office conference); and (v) the basis for the claim of privilege or withholding. Any redactions to

-6-


Documents shall be prominently identified with a mark indicating the location and size of the

redacted area.

DOCUMENT REQUESTS

1. All Documents and Communications concerning the transfer of approximately $5

million from the Debtors to Extreme Horse and the return of said funds to Debtors and/or

Northwest Textile Holdings LLC, including the wire transfer information and bank statements for

the disbursement, as well as any other deposit information available.

2. A copy of the Capital Contribution Agreement and the Redemption Agreement

related to the $5 million payment.

3. All Documents and Communications concerning Extreme Horse's acquisition of

an interest in the Debtors.

4. All journal entries in Extreme Horse' s books and records regarding the $5 million

payment and all Documents and Communications regarding the classification or reclassification

of the transaction and/or the purpose and use of the transaction proceeds.

5. All Documents and Communications concerning any American Express (or other

corporate credit card) transactions by Extreme Horse employees on the Debtors' corporate card

accounts.

6. A list of all of Extreme Horse's Directors and Officers.

7. All minutes for meetings of Extreme Horse's Board and any associated

presentations or documents referencing the Debtors or transactions with the Debtors.

8. All Documents and Communications between Extreme Horse and the Debtors

concerning the CBIZ report, payments allegedly made by the Debtors outside the ordinary course

-7-


of business for the benefit of any Related Party and/or Related Entity, and/or alleged discrepancies

in Debtors' books and records.

9. All Documents and Communications between Extreme Horse and Auerbach




10. All Documents and Communications between Extreme Horse and Ashford




Dated: June 9, 2020 LOWENSTEIN SANDLER LLP

By: Isl Michael A. Kaplan Jeffrey Cohen, Esq. Lindsay H. Sklar, Esq. 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 262-6700 Fax: (212) 262-7402

-and-

Michael Kaplan, Esq. Jeremy D. Merkin, Esq. One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400

Counsel to the Official Committee of Unsecured Creditors

-8-





Chapter 11 Debtor


To: Ashford Textiles, LLC


ucc .5


PLACE DATE AND TIME





Date: June 9, 2020

CLERK OF COURT

OR





20-10990-mew Doc 188-5 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC-5: Committees Rule 2004 Subpoena for Production of Documents to As Pg 1 of 13




on (date) ___ _

D I served the subpoena by delivering a copy to the named person as follows: _______________ _

_______________ on (date) ________ ; or



My fees are $ ____ for travel and $ ____ for services, for a total of$ ___ _


Date: -------

Server's signature


Server 's address










expense.





(I} Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The court for the district where compliance is required must enforce this duty and impose an appropriate sanction -which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply.








specified in Rule 4S(c); . (iii) requires disclosure of privileged or other protected matter, if no


(B) When Permitted. To protect a person subject to or affected by a subpoena, the court for the district where compliance is required may, on motion, quash or modify the subpoena if it requires:






(e) Duties in Responding to a Subpoena.














Exhibit A


DEFINITIONS

1. "Ashford" means Ashford Textiles LLC, its officers, directors, representatives,


2. "Auerbach" means Ross Auerbach.

3. "Board" means any Officer, Director, or any group or subcommittee with the

responsibility of, among other things, governing Ashford or overseeing the activities and

operations of Ashford.

4. "CBIZ" means the accounting firm CBIZ MHM, LLC.

5. "CBIZ Report" means that certain report prepared by CBIZ dated November 8,

2019.

6. "Chapter 11 Cases" means the above-captioned chapter 11 cases.













-1-


aff'tliates or controlled companies, and each of their prior or current Officers, Directors, employees,


10. "Directors" means each present and former director of Ashford.




description, in whatever form ( e.g., final and draft versions) that is or has been in Your, as defmed











''Document" shall include not only originals, but also any copies or reproductions of all such






-2-


13. "Island Gear" means Island Gear, LLC, its officers, directors, representatives,


14. "Officers" means each present and former officer of Ashford.

15. "Related Entity" or "Related Entities" shall mean any legal entity, including but not

limited to, a corporation, partnership, sole proprietorship, or LLC in which the Debtors, Auerbach,

Shay Auerbach, Glenn Auerbach, or any immediate family relative of Auerbach have or may have

an equity interest, directly or indirectly, of 20% or more or as a general partner, director, officer,

member, manager, or person in control.

16. ''Related Party" or "Related Parties" shall mean any Related Entity or any

immediate family relative of Auerbach, and (to the extent not captured in the previous definitions)

The Northwest Textile Holdings LLC, Pegasus Partners LLC, David Harrison LLC, Glenn

Auerbach, Shay Auerbach, Shay Auerbach LLC, Elex Auerbach, and any other family relative of

Auerbach.

1 7. "You" or "Your" means Ashford.

INSTRUCTIONS




2. To the extent Ashford has provided and satisfied any of the below Requests,

Ashford shall provide a written response stating the date and manner of production of such

Request(s).

-3-






become aware of or acquire additional information Concerning any of the following Requests,


















-4-



person(s) requesting and performing the destruction.


to the extent possible, specifying the reason( s) for Your inability to respond to the remainder and


respond.


















-5-



writing.













possession.






the date(s) on which the Document was prepared and disseminated, or on which the


Communication; (v) the nature of the Document or Communication (e.g., telephone conference,

-6-




redacted area.

DOCUMENT REQUESTS

1. All Documents and Communications concerning any American Express ( or other

corporate credit card) transactions by Ashford employees, including but not limited to Allen Guo,

on the Debtors' corporate card accounts.

2. A detailed roll-forward of accounts owed to Ashford by the Debtors.

3. All Documents and Communications concerning the alleged discrepancies in the

Debtors' records regarding amounts due to Ashford.

4. For the years 2019 and 2020, all Documents and Communications concerning

transactions between Ashford and the Debtors with respect to shipments to Island Gear.


million from the Debtors to Extreme Horse and the return of said funds to Debtors and/or

Northwest Textile Holdings LLC, including the wire transfer information and bank statements for

the disbursement, as well as any other deposit information available.

6. All Documents and Communications concerning Extreme Horse's acquisition of

an interest in the Debtors.

7. All Documents and Communications concerning the proposed acquisition by

Ashford of an interest in the Debtors.

8. A list of all of Ashford's Directors and Officers.

9. All minutes for meetings of Ashford's Board and any associated presentations or

documents referencing the Debtors or transactions with the Debtors.

-7-


10. All Documents and Communications between Ashford and the Debtors concerning

the CBIZ report, payments allegedly made by the Debtors outside the ordinary course of business

for the benefit of any Related Party and/or Related Entity, alleged chargebacks taken by Debtors

against amounts owed Ashford which do not reconcile with Ashford' s records, and/or alleged

discrepancies in Debtors' books and records.

11. All Documents and Communications between Ashford and Auerbach concerning

the CBIZ report, payments allegedly made by the Debtors outside the ordinary course of business

for the benefit of any Related Party and/or Related Entity, alleged charge backs taken by Debtors

against amounts owed Ashford which do not reconcile with Ashford' s records, and/or alleged

discrepancies in Debtors' books and records.

12. All Documents and Communications between Extreme Horse and Ashford






-and-

Michael Kaplan, Esq. Jeremy D. Merkin, Esq. One Lowenstein Drive Roseland, New Jersey 07068

-8-


Tel: (973) 597-2500 Fax: (973) 597-2400


-9-





Chapter 11 Debtor


To: Northwest Textile Holdings, LLC


ucc -6


PLACE DATE AND TIME





Date: June 22, 2020

CLERK OF COURT

OR





20-10990-mew Doc 188-6 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit - 6 -UCC-6: Committees Rule 2004 Subpoena for Production of Documents t Pg 1 of 10




on (date) ___ _

DI served the subpoena by delivering a copy to the named person as follows: _______________ _

_______________ on (date) ________ ; or



My fees are$ ____ for travel and $ ____ for services, for a total of$ ___ _


Date: -------

Server's signature


Server 's address










expense.





(!) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The court for the district where compliance is required must enforce this duty and impose an appropriate sanction -which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply.








specified in Rule 4S(c); . (iii) requires disclosure of privileged or other protected matter, 1f no


(B) When Pennitted. To protect a person subject to or affected by a subpoena, the court for the district where compliance is required may, on motion, quash or modify the subpoena if it requires:






( e) Duties in Responding to a Subpoena.














Exhibit A


DEFINITIONS













affiliates or controlled companies, and each of their prior or current Officers, Directors, employees,





description, in whatever form ( e.g., final and draft versions) that is or has been in Your, as defined





-1-








"Document" shall include not only originals, but also any copies or reproductions of all such






6. ''Northwest Textile" means Northwest Textile Holdings, LLC.

7. "You" or "Your" means Northwest Textile.

INSTRUCTIONS




2. To the extent Northwest Textile has provided and satisfied any of the below

Requests, Northwest Textile shall provide a written response stating the date and manner of

production of such Request(s ).

-2-






become aware of or acquire additional information Concerning any of the following Requests,















and its contents, (b) identifying the person( s) who prepared or authored the Document and, if



-3-



person(s) requesting and performing the destruction.




respond.












initials, underscoring, indication ofrouting, or other material contained thereon or attached thereto,






-4-



writing.













possession.








Communication; (v) the nature of the Document or Communication (e.g. , telephone conference,

-5-




redacted area.

DOCUMENT REQUESTS


million from the Debtors to Extreme Horse and the transfer of said funds to Northwest Textile.

2. All Documents and Communications relating to the sources and uses of the

proceeds of the $5 million by Northwest Textile.



-and-

Michael A. Kaplan, Esq. Jeremy D. Merkin, Esq. One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400


-6-





Chapter 11 Debtor


To: David Harrison, LLC


..

... ucc .7


PLACE DATE AND TIME




The following provisions of Fed. R. Civ. P. 45, made applicable in bankruptcy cases by Fed. R. Bankr. P. 9016, are attached - Rule 45(c), relating to the place of compliance; Rule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and 45(g), relating to your duty to respond to this subpoena and the potential consequences ofnot doing so.

Date: July 1, 2020

CLERK OF COURT

OR





20-10990-mew Doc 188-7 Filed 07/15/20 Entered 07/15/20 15:54:47 Exhibit -UCC-7: Committees Rule 2004 Subpoena for Production of Documents to Da Pg 1 of 10




on (date) ___ _

DI served the subpoena by delivering a copy to the named person as follows: _______________ _

_______________ on (date) ________ ; or



My fees are$ ____ for travel and $ ____ for services, for a total of$ ___ _


Date: -------

Server's signature


Server 's address










expense.





(!) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The court for the district where compliance is required must enforce this duty and impose an appropriate sanction -which may include lost earnings and reasonable attorney's fees - on a party or attorney who fails to comply.








specified in Rule 4S(c); . (iii) requires disclosure of privileged or other protected matter, 1f no


(B) When Pennitted. To protect a person subject to or affected by a subpoena, the court for the district where compliance is required may, on motion, quash or modify the subpoena if it requires:






( e) Duties in Responding to a Subpoena.














Exhibit A


DEFINITIONS













affiliates or controlled companies, and each of their prior or current Officers, Directors, employees,


4. "David Harrison" means David Harrison, LLC.




description, in whatever form ( e.g., final and draft versions) that is or has been in Your, as defined




-1-









"Document" shall include not only originals, but also any copies or reproductions of all such




6. "You" or "Your" means David Harrison.

INSTRUCTIONS




2. To the extent David Harrison has provided and satisfied any of the below Requests,

David Harrison shall provide a written response stating the date and manner of production of such

Request(s).




-2-



become aware of or acquire additional information Concerning any of the foUowing Requests,



















person( s) requesting and performing the destruction.



-3-



respond.



















writing.

-4-













basis of Your belief or knowledge that the requested information is in such person's or entity' s

possession.








Communication; (v) the nature of the Document or Communication (e.g. , telephone conference,


-5-



redacted area.

DOCUMENT REQUESTS

1. All Documents and Communications concerning transfers, of any kind, made by

the Debtors to David Harrison.

2. Documents sufficient to show David Harrison's ownership structure and

management.

3. Documents sufficient to identify all credit cards, loan accounts, and bank accounts

of David Harrison.

4. Copies of David Harrison's tax returns for 2016, 2017, 2018, and 2019.

5. All Documents and Communications showing transfers made to Ross Auerbach,

any entity owned or controlled by Ross Auerbach, or a member of Ross Auerbach's immediate

family.

Dated: July 1, 2020 LOWENSTEIN SANDLER LLP


-and-

Michael A . Kaplan, Esq. Jeremy D. Merkin, Esq. One Lowenstein Drive Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400


-6-
